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Management Response to Shareholder Delegate's Demand for Records

(December 13-20, 2005)

In a letter dated December 13, 2005, delivered by regular mail, a representative of Farmer Bros. management responded to the shareholder Delegate's December 9, 2005 demand for records needed for investors to evaluate the company's real estate assets.   The letter, a scanned copy of which can be downloaded from the following link, insisted on the Delegate's strict compliance with a provision of Section 220 of the Delaware Corporation Code requiring notarization of a demand:

The Delegate responded in a December 20, 2005 letter, the text of which is copied below, resubmitting the demand as requested with a notarized signature to comply with the Delaware statute.  The letter also reminds management (a) that the same statute requires the company's production of the demanded records within five days and (b) that the equally applicable provisions of the California Corporations Code did not require a notarized signature of the original December 9 demand.

 

 

Peter F. Brennan

c/o Palmer Brennan LLC

237 Park Avenue, 9th Floor

New York, New York 10017

Telephone: 212/692‑7648; Facsimile: 212/692‑7657

 

 

December 20, 2005

 

By telecopier: 310/320-2436

 

Mr. John E. Simmons

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

                                                Re: Demand for records

Dear Mr. Simmons:

 

            Accommodating your request in a letter dated December 13, 2005 that I resubmit my demand for records to comply with a provision of the Delaware statute for such demands to be made under oath, I now restate each of the statements in the accompanying copies of my original December 9, 2005 demand letter and affidavit.

 

            It is assumed that since you are informed of the Delaware statute’s details and intend to adhere to them strictly, you will now comply with that state’s requirement that you produce records within five days, regardless of the season.

 

You are also reminded that my demand was made pursuant to provisions of the California law as well as Delaware law, since both are applicable.  As you know from past experience, California law does not require that a demand be made under oath.  Please let me know immediately if you think there is some reason why you are not obligated by California law to comply with the demand that was submitted on December 9, 2005.

 

                                                            Very truly yours,

 

 

 

                                                            Peter F. Brennan,

                                                                        as Delegate

 

STATE OF NEW YORK                    )

                                                            :

COUNTY OF NEW YORK               )

 

Sworn to before me on this   20th   day of December, 2005.

 

_______/S___________________________________ 

            [signature of notary public]

 

 

 

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