Farmer Brothers Co – ‘SC 13D’ on 1/5/04 re: Farmer Brothers Co

On:  Monday, 1/5/04, at 6:20pm ET   ·   As of:  1/6/04   ·   Accession #:  34563-4-2   ·   File #:  5-30680

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5±    22K 

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13D                                                                    

Under the Securities Exchange Act of 1934                                       

Farmer Bros. Co.                                                                
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(Name of Issuer)                                                                

Common Stock, $1.00 Par Value                                                   
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(Title of Class of Securities)                                                  

307675108                                                                       
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(CUSIP Number)                                                                  

Roy E. Farmer                                                                   
c/o Farmer Bros. Co.                                                            
20333 S. Normandie Drive                                                        
Torrance, CA 90502                                                              
310-787-5241                                                                    
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(Name, Address and Telephone Number of Person Authorized to                     
Receive Notices and Communications)                                             

December 24, 2003                                                               
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(Date of Event which Requires Filing of this Statement)                         

SCHEDULE 13D                                                                    

CUSIP NO. 307675108                                                             

1.   NAME OF REPORTING PERSONS.                                                 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).                    

Roy E. Farmer                                                                   

95-0725980                                                                      
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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(A) [ ]             (B) [X]                                                     
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3.   SEC USE ONLY                                                               

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4.   SOURCE OF FUNDS                                                            

OO                                                                              
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5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO    
ITEMS 2(d) OR 2(e) N/A      [ ]                                 

6       CITIZENSHIP OR PLACE OF ORGANIZATION                                    
State of California                                             

NUMBER OF       7       SOLE VOTING POWER                                       
SHARES                   184,684                                                
BENEFICIALLY    8       SHARED VOTING POWER                                     
OWNED BY                 None                                                   
EACH                                                                            
REPORTING       9       SOLE DISPOSITIVE POWER                                  
PERSON                   184,684                                                
WITH                                                                            

10      SHARED DISPOSITIVE POWER                
None                          

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
184,684 shares of Common Stock, $1.00 par value per share       

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
SHARES*                 [ X]                                    

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
12.46%                                                          

14      TYPE OF REPORTING PERSON                                                
IN                                                              

Item 1.   Security and Issuer                                                   

This statement relates to shares of common stock, par value $1.00 per share,    
of Farmer Bros. Co., a California corporation ("the Company") having its        
principal executive offices at 20333 South Normandie Avenue, Torrance, CA       
90502.                                                                          

Item 2.   Identity and Background                                               

Roy E. Farmer                                                                   
c/o Farmer Bros.Co., 20333 S. Normandie Ave., Torrance, CA 90502                
President and CEO of Farmer Bros. Co. (address in 2b above)                     

During the last five years the Reporting Person has not been convicted in a     
criminal proceeding (excluding traffic violations or similar misdemeanors).     
During the past five years the Reporting Person has not been a party to a       
civil proceeding of a judicial or administrative body of competent              
jurisdiction.                                                                   

Roy E. Farmer is a citizen of the United States.                                

Roy E. Farmer is the son of Roy F. Farmer, Chairman of Farmer Bros. Co.  Roy    
F. Farmer is the beneficial owner of 448,336 shares of Company common stock.    
Roy E. Farmer and Roy F. Farmer have advised the Company that they intend to    
vote in favor of a management proposal to reincorporate the Company in          
Delaware expected to be voted upon at the next annual meeting of shareholders.  
Roy E. Farmer disclaims the existence of any group with respect to the shares   
beneficially owned by him or his father.                                        

Item 3.   Source and Amount of Funds or Other Consideration                     

On December 24, 2003, Roy E. Farmer succeeded his father, Roy F. Farmer, as     
sole trustee of trusts for the benefit of family members holding 146,364        
Company shares.  Previously he was the beneficial owner of 4,000 shares         
received in distribution of family trusts, 34,211 shares held by family trusts  
of which Roy E. Farmer was sole trustee and 109 shares allocated to him by the  
Farmer Bros. Co. ESOP. No shares were purchased.                                

Item 4.   Purpose of Transaction                                                

As described in Item 3, there is no other purpose of the transaction.           

Roy E. Farmer currently has no plans that would result in:                      

a. Except as indicated in the last paragraph of this Item 4, the acquisition    
by any person of additional securities of the issuer, or the disposition of     
securities of the issuer;                                                       

b. Except as indicated in the last paragraph of this Item 4, any extraordinary  
corporate transaction, such as a merger, reorganization or liquidation,         
involving the Company or any of its subsidiaries;                               

c. A sale or transfer of a material amount of the assets of the company or any  
of its subsidiaries;                                                            

d. Except as indicated in the last paragraph of this Item 4, any change in the  
present Board of Directors or management of the Company, including any plans    
or proposals to change the number of term of directors or to fill any existing  
vacancies on the Board of Directors;                                            

e. Any material change in the present capitalization or dividend policy of the  
Company;                                                                        

f. Except as indicated in the last paragraph of this Item 4, any other          
material change in the Company's business or corporate structure;               

g. Except as indicated in the last paragraph of this Item 4, any change in the  
Company's charter, bylaws or instruments corresponding thereto or other         
actions which may impede the acquisition or control of the Company by any       
person;                                                                         

h. Causing a class of securities of the Company to be delisted from a national  
securities exchange or to cease to be authorized to be quoted in an inter-      
dealer quotation system of a registered national securities association;        

i. A class of equity securities of the company becoming eligible for            
termination of registration pursuant to Section 12(g)(4) of the Act of 1934;    
or                                                                              

j. Any action similar to any of those enumerated above.                         

Roy E. Farmer intends to re-evaluate continuously his investment in the         
Company and may, based on such re-evaluation, determine at a future date to     
change his current position with respect to any action enumerated above.        

Roy E. Farmer intends to vote the securities reported herein in favor of a      
proposal to reincorporate Farmer Bros. Co. in Delaware which is expected to be  
voted upon at the next annual meeting of Company shareholders.  Such proposal   
is expected to include the creation of a staggered board of directors and       
other changes in the Company's certificate of incorporation and bylaws          
(including elimination of shareholder action by written consent, elimination    
of shareholders' ability to call special meetings, creation of advance notice   
procedures for shareholder nominations and other proposals, elimination of      
shareholders ability to remove directors without cause, creation of the power   
of the board of directors to designate the terms of and issue preferred stock,  
and an election not to opt out of Section 203 of the Delaware General           
Corporations Law) which may impede the acquisition of control of the Company    
by any person.  In addition Farmer Bros. Co., of which Roy E. Farmer is         
President and CEO and a member of the board of directors, has offered to sell   
approximately 125,000 shares of Company stock to the Farmer Bros. Co. Employee  
Stock Ownership Plan.                                                           

Item 5.   Interest in Securities of the Issuer                                  

a.  The aggregate number of and percentage of securities which this statement   
relates to is 184,684 shares, representing 12.46% of the 1,482,569 shares of    
common stock outstanding. Excludes 21,218 shares held by family trust of which  
Roy E. Farmer is the beneficiary but not trustee, as to which Roy E. Farmer     
disclaims beneficial ownership.                                                 

b.  Sole power to vote and dispose of shares is 184,684 shares                  

c.  On December 24, 2003, Roy E. Farmer succeeded his father, Roy F. Farmer,    
as sole trustee of trusts for the benefit of family members holding 146,364     
shares.                                                                         

d.  N/A                                                                         

e.  N/A                                                                         

Item 6.   Contracts, Arrangements, Understandings or Relationships With         
Respect to Securities of the Issuer.                                            

There are no contracts, arrangements, understandings or relationships (legal    
or otherwise) bewteen Roy E. Farmer and any other persons with respect to       
Company stock except the trust agreements under which Roy E. Farmer serves as   
trustee of various family trusts. Roy E. Farmer has sole voting and investment  
power over all trust shares.                                                    

Item 7.   Material to be Filed as Exhibits.                                     

None.                                                                           

SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I          
certify at the information set forth in this statement is true, complete and    
correct.                                                                        

Date:     January 5, 2003                                                       

By:       /s/  Roy E. Farmer                                                    

Name:          Roy E. Farmer                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed as of:		1/6/04		SC 13G/A
Filed on:		1/5/04
		12/24/03		4,  4/A,  8-K,  PRER14A
		1/5/03
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