February 8, 2006
By telecopier:
213-621-5040
Joseph J. Giunta, Esquire
Skadden Arps Slate Meagher &
Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
Re: Farmer Bros. Co. demand for
records
Dear Mr. Giunta:
Thank you for your
letter dated January 26, 2006.
The company’s offer
to provide summaries of selected information is appreciated. I have asked
the people concerned with real estate valuations to prepare the
suggestions you requested, and should be able to report what they tell me
next week.
Regarding your
proposed Confidentiality Agreement, if you prefer to modify your form
rather than adapt the established one, the following issues should be
addressed:
-
Your definition of
“Confidential Information” should apply to factual information rather
than to the records you produce. The current definition appears to
restrict dissemination of a document but not the facts that may be
learned from it.
-
Availability to the public
cannot be the only relevant condition of confidential status. Much of
the information requested, such as the date of a property’s acquisition,
could be generally unavailable but clearly not a trade secret.
-
Information the company
considers confidential must be specifically identified. It is not
practical to assume that the recipient will know what the company
considers a trade secret without being told.
-
Provisions are needed for
agents of the Delegate to be bound by the Confidentiality Agreement. As
indicated previously, we expect to have agents of the Delegate review
the material you provide, including any Confidential Information, and
then based on that review prepare a report without any Confidential
Information so that it can be given to shareholders for their
unrestricted use in investment decisions. You may therefore want to
include a provision for your examination of the report before its
dissemination to assure that no Confidential Information is included.
Please let me know if you have
any questions about these issues. Again, to accelerate our progress I ask
that you transmit your response to me by fax (212-692-7657) or email (midcap@msn.com).
Very truly
yours,
Peter F.
Brennan,
as
Delegate