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Forum activities relating to Farmer Bros. Co. were suspended in 2007, following the second year of new management.

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Forum Report: Progress with Definition of Strategic Alternatives

(January 31, 2006)

 

Sent: Tuesday, January 31, 2006 5:29 PM
Subject: Progress with definition of strategic alternatives

 

The new year is starting with what seems to be good progress in the definition of strategic alternatives, as summarized below:

 

Prospective strategic relationships:  We are now engaged in exclusive explorations with one of the parties selected by the Chapman Group, the food industry investment banking firm engaged to advise shareholder interests.  This prospective strategic relationship appears to be ideally suited to develop the full value of Farmer Bros. coffee operations, in terms of both geographic and customer market fits, and also -- perhaps most importantly -- based on the record of their management for profitable growth and enlightened employee relationships.  As explained in my November 18, 2005 Forum Report, it is a matter of practical logic that whatever party can derive the most value from the business resources of Farmer Bros. -- including facilities, commercial relationships and employees -- should be the one that can ultimately deliver the most value to shareholders.

 

During the next month we will be working on the definition of terms for a transaction that can be proposed to all Farmer Bros. shareholders.  Among other things, we hope to establish provisions that will allow existing Farmer Bros. shareholders an opportunity to consider some form of investment participation in the future of the combined coffee business under its new management.  The surplus funds of Farmer Bros., including whatever is left of the exisiting funds plus the proceeds from a sale-leaseback refinancing of real estate, are of course expected to be distributed in cash or by some other means made fully "realizable" to shareholders.  If you have any suggestions of conditions that should be addressed to make the proposal attractive, please let me know your views.

 

Information requirements:  The management of Farmer Bros. has continued their expected ritual of delay in response to the demand for records submitted on December 9, 2005.  The latest exchange, involving confidentiality provisions, has been posted on the Forum web site for anyone interested in the details:

 

Management Attorney's Response to Shareholder Delegate's Demand for Records

(December 27, 2005 - January 13, 2006)

 

It should be noted that the company has actually acknowledged its obligation to provide the demanded real estate records, so we may assume that management will not waste much more of the shareholders' money in efforts to delay the eventual delivery of information.

 
           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
 

 

 

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.