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Forum Support of Company's Investment Banker

(May 2, 2003)

Responding to the April 30-May 1, 2003 Farmer Bros. press release stating the company's intention to evaluate "strategic options," the May 2, 2003 letter copied below promises Forum support of the company's investment bankers.

The discussions with a "significant investor" addressed in the letter and company press release refer to communications with Franklin Mutual Advisers, LLC, which had been reported by Franklin Mutual in an April 29, 2003 letter and SEC disclosure.

The letter below also refers to the shareholder Delegate's  requests for information, most recently repeated in an April 11, 2003 letter, and asks the board of directors to make inquiries about the absence of any company response.

 

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                      May 2, 2003

 

By telecopier: 310/320-2436

 

Messrs. Guenter W. Berger,

Lewis A. Coffman,

Roy E. Farmer,

Roy F. Farmer,

Thomas Maloof,

John H. Merrell, and

John Samore, Jr.

c/o Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

To the members of the board of directors of Farmer Bros. Co.:

 

      Responding to the company's April 30th announcements, I would like to start by noting that Forum participants have been impressed by the speed of the board's efforts to comply with the Sarbanes-Oxley Act's requirements for director independence.

 

      On the subject of a possible buyout, the statement of your intent to evaluate strategic options "in the best interests of all shareholders" should be particularly assuring to the company's public investors.  I will of course provide your investment bankers with whatever Forum support they need to advise you properly, and look forward to hearing from them.

 

      The company's press release raised a question, though, in its reference to communications with "a significant shareholder."   The statement attributed to Mr. Simmons recognizes that providing the information sought by Franklin Mutual was "legally mandated under California law."  But there has been no response to an identical information demand initiated by another shareholder on March 13, 2003, and repeated in two subsequent letters.  Your attention to this matter will be appreciated.

 

      I continue to welcome each of you to participate in the Forum, either as a director or as a shareholder, and hope you will find it helpful.

 

                                                      Sincerely yours,

 

 

 

 

                                                      Gary Lutin

 

cc:  John M. Anglin, Esquire

      Mr. John E. Simmons

 

 

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.