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Management Response to Request for Cooperative Provision of Information
(November 3 - 14, 2005)
Responding to the Forum manager's
October 28 request for cooperation to provide
information voluntarily that shareholders need for their consideration of
strategic alternatives, the
chairman and chief executive officer of Farmer Bros. Co. responded in a letter
dated November 3, 2005 referring to processes by which shareholders may legally
compel management compliance with their obligations to provide the information.
A scanned copy of the letter can be downloaded from the following link:
The Forum manager responded in a November 9, 2005 letter, the
text of which is copied below, asking the chairman to consider his duty to
respond without imposing unnecessary costs or delays. In reply, the law
firm which has been representing management in its responses to investor
interests mailed the Forum manager a letter dated November 14, 2005 reiterating
their intent to insist upon formal procedures. A scanned copy of that letter can
be downloaded from the following link:
As required by management's stated position, a formal demand
for records was subsequently presented in a
December 9, 2005 letter.
[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
November 9, 2005
By telecopier: 310/320-2436
Mr. Guenter W. Berger
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, California 90502
Dear Mr. Berger:
Your letter dated November 3, received in today’s mail, suggests
that you may have misunderstood the purpose of my October 28 request.
I asked for your support of a cooperative process to avoid the
unnecessary costs and delays of the formal procedures referred to in your
letter. Since you acknowledge the rights of shareholders to obtain the
information, it is assumed that you would consider it your duty to provide
that information voluntarily, as efficiently as possible.
It was also assumed that, as the chief executive officer of
Farmer Bros. and chairman of its board of directors, you would know (a) that
I have been acting as the manager of a “Forum” program for your company’s
shareholders since 2002, according to publicly posted conditions, and (b)
that when information has not been provided voluntarily in the past the
formal demands have been made by a shareholder “Delegate” in full compliance
with the state statutes and securities laws to which you referred.
Please let me know by Friday, November 11, if you wish to
consider a cooperative response to shareholder information requirements.
Sincerely yours,
Gary Lutin
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