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Forum Report: Progress with Exploration of Strategic Alternatives

(December 27, 2005)

 

Sent: Tuesday, December 27, 2005 8:43 PM
Subject: Progress with exploration of strategic alternatives

 

Following is a summary of holiday season progress relating to the development of strategic alternatives for Farmer Bros. shareholders:

 

Prospective strategic relationships: Although communications are expected to be limited until after the holidays, we are in the process of preparing suggestions of conditions for exclusive explorations with one of the parties selected by the Chapman Group, the food industry investment banking firm engaged to advise shareholder interests.  This would relate only to coffee operations of Farmer Bros., as indicated in my November 18, 2005 Forum Report, and we expect to consider separate strategies for optimizing shareholder value of the company's real estate and surplus funds.

 

Information requirements:  The shareholder Delegate, Peter Brennan, received a letter dated December 13, 2005 from the company's management in last week's mail, responding to his demand for records submitted on December 9, 2005.  This was the full text portion of the management letter, a scanned copy of which will be posted on the Forum web site [see December 13-20 letters]:

 

Dear Mr. Brennon [sic]:

 

We are in receipt of subject demand, but due to the holidays we will not be ready to respond until the new year. In the meantime, I have been advised by counsel that your demand does not comply with the requirement of the Delaware statute that the demand be made under oath. Please resubmit.

 

Sincerely,

FARMER BROS. CO.

 

John E. Simmons

Treasurer

 

In a letter copied below, the shareholder Delegate has resubmitted the demand as requested with a notarized signature to satisfy the cited Delaware statutory provision, noting (a) that the same statute requires management's production of the demanded records within five days and (b) that the equally applicable California law did not require a notarized signature of the original December 9 demand.  There has been no further response from the company.

 

Investment Company status:  In relation to the precedent-setting court decision supporting SEC regulation of National Presto as an "investment company" under the Investment Company Act of 1940, National Presto reported in an SEC filing this afternoon that the federal court had denied a company motion to stay the order requiring National Presto's immediate registration with the SEC as an investment company, and that management had therefore filed the required papers a few hours after the court hearing.  The SEC's brief submitted to the court in opposition to the company motion had argued that public policy should not allow a company to avoid registration by simply shifting its funds out of securities after having operated in violation of regulations for ten years.  (Copies of court filings can be provided upon request.)

 

 

***

 

I wish all of you a happy holiday season, and a new year in which the enhanced value of Farmer Bros. will at last contribute to your prosperity.

 
           GL
 
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325
Email: gl@shareholderforum.com
 

 
Text of December 20, 2005 letter from Mr. Brennan, as shareholder Delegate, to Mr. Simmons of Farmer Bros. Co. 
 
 

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]

 

 

 

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.