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Franklin Mutual Response to Request for Acceptable Price

(April 29, 2003)

Copied below is the text of an April 29, 2003 letter from David J. Winters, President of Franklin Mutual Advisers, LLC, to Roy E. Farmer and John E. Simmons, respectively the President-CEO and the Chief Financial Officer of Farmer Bros. Co., with copies to each of the directors of Farmer Bros.

Sent the day before a scheduled Farmer Bros. board meeting, the letter confirms Franklin Mutual's response to the company's invitation to propose a price which Franklin Mutual would agree to accept for all of its 184,757 shares its Farmer Bros. holdings (9.6% of the total outstanding), assuming the same terms would be offered to all public shareholders.  In its "low $400’s" estimate of what would be acceptable to shareholders, Franklin Mutual refers to the April 7, 2003 "Survey Report" of views expressed by Forum participants.

As a 9.6% shareholder, Franklin Mutual has filed a copy of the April 29, 2003 letter in an SEC Form 13D/A for public disclosure of the communications.

 

 

[FRANKLIN MUTUAL ADVISERS, LLC LETTERHEAD]

 

 

 

April 29, 2003

 

 

 

VIA FACSIMILE TO 310.787.5376

 

 

John E. Simmons

Treasurer and Secretary

 

Roy E. Farmer

President/CEO/COO

 

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, CA 90502

 

cc:   Roy F. Farmer

Chairman

 

John H. Merrell

John M. Anglin

Guenter W. Berger

Lewis A. Coffman

Directors

 

 

Re:   Farmer Bros. Co. (the “Company”)

 

 

Dear Mr. Simmons and Farmer:

 

Confirming our discussion today, please be advised that if the Company were to make an offer available equally to all of its public shareholders to purchase shares of the Company at a price range in the low $400’s per share, either in the form of cash or securities which are readily marketable at that value, we would commit to accept such offer on behalf of our advisory clients for all shares beneficially owned by such clients.

 

As discussed, a low $400’s amount is in the median estimate for a lowest price in the April 7, 2003 "Survey Report: Ranges of Valuation Estimates" of the Forum for Shareholders of Farmer Bros. Co. Based upon this survey, we believe that this price would be acceptable to shareholders of the Company and that it would allow the Company's retention of sufficient surplus funds to satisfy any reasonable contingency requirements.  (We assume that you have received a copy of the Forum's Survey Report, which is publicly available on the Forum's web site at www.shareholderforum.com.)

 

Please understand that this communication is without prejudice to any assertion or estimate by FMA of the Company’s valuation in any other context.

 

We appreciate the opportunity to discuss this issue with you and we look forward to hearing from you and the remainder of the Company’s board.

 

Sincerely,

 

Franklin Mutual Advisers, LLC

 

 

 

 

By:

Name: David J. Winters, CFA

Title: President

 

 

The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

For additional information or to be included in an email distribution list, send an inquiry to farm@shareholderforum.com.