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