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Shareholder Delegate's Request for Public Report or Inspection of Records

(March 13, 2003)

Copied below is the text of a letter sent by a shareholder "Delegate" to Farmer Bros. on March 13, 2003, requesting the company's public reporting of information relevant to shareholder interests.  Alternatively, to obtain any of the requested information that the company does not report publicly, the letter demands an inspection of records as permitted by California law.

The company has in fact provided the demanded records in response to identical specifications in the July 26, 2002 letter of Franklin Mutual Advisers, LLC, having delivered the material within the time suggested in a January 3, 2003 request for board attention to that and other shareholder information requirements.  However, Farmer Bros. imposed confidentiality conditions on its provision of the information to Franklin Mutual.  Therefore, the requests and demand in the Delegate's letter, below, specifically preclude confidentiality or other restrictions on the use or disclosure of information which should be available to all investors.

The process for presenting information requests through a shareholder Delegate was developed to facilitate simple, orderly communications of continuing investor information requirements.  It should be apparent in the forms copied below, after the letter, that any shareholder can easily authorize a Delegate who may then present a single letter requesting or demanding information which reflects the interests of a wide range of investors.  This process can be continued, substituting either new Delegates or authorizing shareholders if and as required, for as long as shareholders seek information which is not published in the company's regular reports.

The initial authorizing shareholder is Marc S. Heilweil, president and founder of Spectrum Advisory Services, Inc., an investment firm that reported holding 3,150 shares of Farmer Bros. Co. in its most recent SEC 13F filing.  The initial Delegate is Peter F. Brennan, managing member and co-founder of Americap Partners LP and MidCap Investors LLC.  Mr. Brennan, who is not a shareholder of Farmer Bros., was asked to serve as the first Delegate because of his experience with similar investor information issues as Chairman of the New York Society of Security Analysts' Committee for Corporate Governance and Shareholder Rights.



Peter F. Brennan
c/o Americap Partners LP
237 Park Avenue, 9th Floor
New York, New York 10017
Telephone: 212/692 7648; Facsimile: 212/692 7657



March 13, 2003



By telecopier: 310/320-2436


Mr. John E. Simmons

Secretary of the Corporation

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502



Re: Request for information and demand to inspect records


Dear Mr. Simmons:


            As indicated in the accompanying copy of a Durable Power of Attorney, I have been authorized to act on behalf of Marc S. Heilweil, a shareholder of Farmer Bros. Co. ("Company"), for the limited purpose of obtaining information relevant to the shareholder’s interests.


            The objective of this request is to obtain information that can be used for investment decisions.  It will therefore be assumed that any information you provide is either publicly available or would be provided to any other public investor or analyst making a similar request, and that there are no restrictions on any recipient's use of the information or its disclosure to others.  Under these circumstances, you are encouraged to respond to this request by reporting the information publicly in SEC filings or other means, rather than by providing the information directly to me.


            The following information is requested:


            A.        A statement of the Company's policies regarding the management of its investment assets (including all forms of cash and securities, each referred to individually as an "Investment" and aggregately as the "Investment Fund").


            B.         Financial statements of the Investment Fund for the Company's last three fiscal years ending in June and for the six month interim period ending December 31, 2002, providing the information about assets, liabilities, income and expenses that would be required of a closed-end investment company under the Investment Company Act of 1940 ("ICA").


            C.        A list of Investments held at the end of the Company's last three fiscal years ending in June and for the six month interim period ending December 31, 2002, providing the information about each Investment that would be required of a closed-end investment company under the ICA.


            D.        Identification of the persons responsible for managing the Investment Fund during each of the Company's last three fiscal years ending in June and the six month interim period ending December 31, 2002, providing the information about their qualifications, terms of employment, affiliations and interests that would be required of a closed-end investment company under the ICA.


            E.         Description of all transactions "which would be in violation of the affiliated transaction prohibitions in Section 17 of the ICA" or of Section 23 of the ICA as stated by the Company's attorney in part II of an August 26, 2002 letter to the Securities and Exchange Commission, during each of the Company's last three fiscal years ending in June and the six month interim period ending December 31, 2002.


            F.         Report of all decisions or actions of the Company's board of directors during the past five years concerning the benefits or requirements of registering the Company or any affiliate as an investment company under the ICA, and identifying any experts or authorities on which the board relied.


            Please let me know within a week whether the Company will provide each of the items of information requested, and, for each item you will provide, what period of time is proposed.  In relation to any requested information you do not expect to provide within thirty days, or some other period of time to which we agree, I hereby demand, pursuant to Section 1601 of the California Corporations Code, that the Company produce, for inspection and copying during normal business hours, the following accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board ("Records") of the Company and its subsidiaries:


            1.         All Records required to identify, on an unconsolidated basis, the specific investments (each one referred to hereafter as "a Company Investment", and collectively as "the Company's Investments") comprising the Company's assets reflected in the Company's financial statements under the headings (a) Cash and cash equivalents, Short‑term investments, or Long‑term investments, and (b) any other derivative or other investment not reflected in such headings, as of the end of each quarterly period since the end of the June 1999 fiscal year.


            2.         All Records reflecting the value of each Company Investment as of the end of each quarterly period since the end of the June 1999 fiscal year.


            3.         All Records necessary to determine the amount of income derived from each Company Investment as of the end of each quarterly period since the end of the June 1999 fiscal year.


            4.         All Records required to determine the Company's costs associated with the management and administration of the Company's Investments as of the end of each quarterly period since the end of the June 1999 fiscal year.


            5.         All Records reflecting the identity, qualifications, and responsibilities of all persons involved in the management or administration of the Company's Investments as of the end of each quarterly period since the end of the June 1999 fiscal year.


            6.         All Records reflecting any consideration or actions taken by the Company's directors during the past five years concerning (a) declarations of dividends, (b) policies and practices relating to assets not actively utilized in the Company's existing manufacturing and distribution operations, (c) policies and practices relating to the authorization or engagement of employees, advisers or others for the management or administration of the Company's Investments, and (d) requirements or benefits of the Company's registration as an investment company pursuant to the Investment Company Act of 1940 ("ICA").


            The purposes of this demand are (a) to evaluate the investment performance of the Company's Investments, (b) to enable a determination of whether the Company is in compliance with the ICA, (c) to evaluate the potential costs of any failure to comply with the ICA, (d) to evaluate the performance of the Company's current directors, and (e) to determine the relevant qualifications of future candidates for election to the Company's board of directors.


            It is requested that I or my designee(s) be given access to all such Records as exist in California or any other state and that such records be made available to us and/or our designee(s) for a period of thirty days so that we may have sufficient opportunity to examine and copy the records.


            You should understand that any or all information obtained from our examination of records may be made available to participants in a "Forum" which is open to all shareholders of the Company, but that any such communications will not relieve the Company's management of its responsibility for providing information to public investors in compliance with applicable SEC regulations.


            Please let me know if you have any questions about these information requests and my related demand to inspect records.


                                                            Very truly yours,




                                                            Peter F. Brennan,

                                                                        as Delegate









STATE OF NEW YORK                     )


COUNTY OF NEW YORK                  )




Peter F. Brennan, being duly sworn, deposes and says:


1.             The Shareholder within did, in writing, appoint me as the Shareholder's true and lawful ATTORNEY-IN-FACT in the within Power of Attorney.


2.             I have no actual knowledge or actual notice of revocation or termination of the Power of Attorney from any cause, or knowledge of any facts indicating the same.


3.             I make this affidavit for the purpose of inducing Farmer Bros. Co. to accept my authority to act as the ATTORNEY-IN-FACT, as provided in the within Power of Attorney, with full knowledge that this affidavit will be relied upon for that purpose.











Sworn to before me on this   13   day of      March    , 2003.





Notary Public










The undersigned, Marc S. Heilweil, having an address c/o Spectrum Advisory Services, Inc., 1050 Crown Pointe Parkway, Suite 950, Atlanta, Georgia 30338 (“Shareholder”), and being the owner of 50 shares of the common stock of FARMER BROS. CO. (“Company”), hereby appoints PETER F. BRENNAN, having an address c/o Americap Partners LP, 237 Park Avenue, New York, New York 10017 (“Delegate”), as the undersigned’s agent (attorney-in-fact) to take any and all actions which Shareholder, as a shareholder of the Company, could take in accordance with any applicable statutory or common law, including, without limitation, as provided for in Sections 1601 and 1603-1605 of the California Corporations Code, to request, demand, obtain, inspect, copy and otherwise deal with, on Shareholder’s behalf, any and all information of the Company deemed by the Delegate to be relevant to Shareholder’s interests as a shareholder, but specifically withholding from Delegate the authority to enter into any confidentiality agreement with the Company or to accept any other restriction upon Delegate’s or Shareholder’s use or disclosure of any such information for any  purpose deemed by the Delegate to relate to Shareholder’s interests as a shareholder, and otherwise granting unto said Delegate full power and authority to do and perform each and every lawful act and thing which Shareholder might or could do in person in connection with the aforesaid matters that Delegate believes necessary, proper or convenient. Shareholder ratifies and confirms all that Delegate in fact does or causes to be done under the authority granted in this Power.

Delegate shall not be liable to Shareholder or any of shareholder’s successors in interest for any action taken or not taken in good faith, but shall be liable for any willful misconduct or gross negligence.

This power of attorney shall not be affected by subsequent incapacity of the Shareholder, and shall remain in full force and effect until revoked by the Shareholder.

Persons dealing with Delegate may rely fully on a photostatic copy of this Power.



Signed this  13   day of     March    , 2003


By:                          /S                                                                                                           









State of  Georgia                                                       )

                                                                                    )  s.s.

County of DeKalb                                                    )



On       March 13        before me,    Ruth C. Wise   , a notary public in the state of    Georgia   , personally appeared   Marc Heilweil   , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her authorized capacity, and that by his or her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


WITNESS my hand and official seal.


Signature                 /S                                                                (Seal)




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.

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