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Request for SEC Action to Require Provision of Information Prior to Voting at Annual Meeting

(February 13, 2004)

Copied below is the text of a letter transmitted on the afternoon of February 13, 2004 to the SEC official responsible for considering a January 8, 2004 request to investigate and take appropriate actions in relation to investor concerns about Farmer Bros. Co.

The letter refers to a Petition filed earlier that day seeking court enforcement of the company's obligation to provide repeatedly demanded information relating to matters being presented for shareholder voting at an annual meeting currently scheduled for February 23, 2004, and asks the SEC to require the company's postponement of the meeting until shareholders have had an opportunity to consider the relevant information.





575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


                                                            February 13, 2004



By telecopier: 323-965-3816


Mr. Andrew Petillon

Branch Chief, Office of Enforcement

Pacific Regional Office

United States Securities and Exchange Commission

5670 Wilshire Boulevard, 11th Floor

Los Angeles, California 90036-3648


                                                Re:       Farmer Bros. Co.

Dear Mr. Petillon:


            Understanding that my January 8, 2004 letter concerning Farmer Bros. Co. (the “Company”) has been referred to you for consideration, I am sending you the accompanying copy of a “Petition” filed earlier today in the Superior Court of California, County of Los Angeles, which is relevant to the issues addressed in that letter.


            You will see that the Petition seeks court enforcement of the Company’s obligation – acknowledged by the Company – to provide records.  These records are needed to obtain information which the Company has been repeatedly asked to report publicly, and which (a) would be required in the reports of an investment company under the Investment Company Act of 1940 and (b) relates to matters being presented for shareholder voting at an annual meeting now scheduled for February 23, 2004.


            As a practical matter, though, nothing the court can do will get the required information to shareholders before they must submit their votes for a meeting to be held five business days from today.  I therefore ask you to consider acting to require the Company’s postponement of its meeting until shareholders have been provided with the necessary information and had a reasonable opportunity to consider it.


            Please let me know if you have any questions about the history of these information requests or their relevance to investor interests.






                                                            Gary Lutin



[Attached copy of Petition]




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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