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Sent: Monday, March 14, 2005 6:13 PM
Subject: Response to request for ownership reports

 
Four reports were filed with the SEC late this afternoon to report changes in the control of Farmer Bros. stock, as requested in Friday's letter to the company's corporate secretary.  Of these, the SEC Form 3 copied below provides information about the current trustees and beneficiaries of the family trusts which had been controlled by Roy E. Farmer until his death on January 7, 2005.
 
A power of attorney filed as an attachment to the SEC Form 3 report shows that Carol Farmer Waite, who replaced her deceased brother on the Farmer Bros. board of directors on January 14, 2005, was given the responsibility for filing all SEC ownership reports on January 26, 2005.
  
           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
 
 
 
 
 

SEC Form 3

FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Waite Carol Farmer
(Last) (First) (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street)

TORRANCE CA 90502
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2005		 3. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
  Officer (give title below) X Other (specify below)
trustee, beneficiary, settlor
5. If Amendment, Date of Original Filed (Month/Day/Year)
01/19/2005
6. Individual or Joint/Group Filing (Check Applicable Line)
  Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Farmer Bros. Co. common stock 1,776,632 I Ms. Waite and Ms. Grossman as successor co-trustees of various family trusts ( 1 )
Farmer Bros. Co. common stock 1,463,640 I Ms. Waite, Ms. Grossman and Dr. Farmer as beneficiaries under a family trust. ( 2 )
Farmer Bros. Co. common stock 848,630 I Ms. Waite, Ms. Grossman and Dr. Farmer as successor co-trustees of various family trusts. ( 3 )
Farmer Bros. Co. common stock 12,120 I Ms. Grossman and Dr. Farmer as successor co-trustees of various family trusts. ( 4 )
Farmer Bros. Co. common stock 2,219,200 I Ms. Waite and Dr. Farmer as successor co-trustees of various family trusts. ( 5 )
Farmer Bros. Co. common stock 9,550 I Ms. Grossman as successor trustee of a family trust. ( 6 )
Farmer Bros. Co. common stock 21,820 I Ms. Grossman as co-trustee and settlor of a family trust. ( 7 )
Farmer Bros. Co. common stock 21,820 I Ms. Waite as sole trustee and settlor of a family trust. ( 8 )
Farmer Bros. Co. common stock 21,820 I Dr. Farmer as sole trustee and settlor of a family trust. ( 9 )
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Waite Carol Farmer
(Last) (First) (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street)

TORRANCE CA 90502
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Grossman Jeanne Farmer
(Last) (First) (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street)

TORRANCE CA 90502
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Farmer Richard F
(Last) (First) (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street)

TORRANCE CA 90502
(City) (State) (Zip)
Explanation of Responses:
1. The 1,776,632 shares include (i) 1,728,900 shares beneficially owned indirectly by Ms. Waite (added as co-trustee 1/26/05) and Ms. Grossman as successor co-trustees of various family trusts for the benefit of their mother; (ii) 41,702 shares beneficially owned indirectly by Ms. Waite (added as co-trustee 1/26/05) and Ms. Grossman as successor co-trustees of a family trust for the benefit of themselves and Dr. Farmer, including 1,702 shares, rounded to the nearest whole share, previously owned by Roy E. Farmer through the Company's ESOP; and (iii) 6,030 shares beneficially owned indirectly by Ms. Waite and Ms. Grossman as successor co-trustees of a family trust for the benefit of Ms. Waite's son. Ms. Grossman disclaims beneficial ownership of the 6,030 shares since they are held in trust for the benefit of her nephew.
2. The 1,463,640 shares are owned by a famly trust for the benefit of Ms. Waite, Ms. Grossman and Dr. Farmer who intend to seek court appointment of one or more of themselves to fill the trustee vacancy created by the death of Roy E. Farmer on January 7, 2005.
3. The 848,630 shares are beneficially owned indirectly by Ms. Waite, Ms. Grossman and Dr. Farmer as successor co-trustees of various family trusts for their benefit.
4. The 12,120 shares are beneficially owned indirectly by Ms. Grossman and Dr. Farmer as successor co-trustees of various family trusts for the benefit of Ms. Grossman's children. Ms. Grossman was added as co-trustee on 1/26/05. Dr. Farmer disclaims beneficial ownership of the 12,120 shares since they are held in trust for the benefit of his nephews.
5. The 2,219,200 shares are beneficially owned indirectly by Ms. Waite and Dr. Farmer as successor co-trustees of various family trusts for their benefit and the benefit of family members. Ms. Waite was added as co-trustee on 1/26/05. Dr. Farmer disclaims beneficial ownership of 27,771 shares held in trust for the benefit of his nephews. Ms. Waite disclaims beneficial ownership of 14,474 shares held in trust for the benefit of her nephews.
6. The 9,550 shares are beneficially owned indirectly by Ms. Grossman as successor trustee of a family trust for the benefit of her daughter.
7. The 21,820 shres are beneficially owned indirectly by Ms. Grossman as co-trustee and settlor with her husband of a revocable family trust. Ms. Grossman and her husband share voting and investment power over the shares, although the shares are Ms. Grossman's sole and separate property.
8. The 21,820 shares were originally reported as directly owned by Ms. Waite on Form 3, filed with the Securities and Exchange Commission on January 19, 2005. Such shares should have been reported as beneficially owned indirectly by Ms. Waite as sole trustee and settlor of a revokable family trust.
9. The 21,820 shares are beneficially owned indirectly by Mr. Farmer as sole trustee and settlor of a revokable family trust.
Remarks:
This FORM 3/A is filed jointly by Carol Lynn Farmer Waite, Jeanne Ann Farmer Grossman and Richard Francis Farmer. Ms. Waite, Ms. Grossman and Dr. Farmer are siblings. Ms. Waite, Ms. Grossman and Dr. Farmer benefially own an aggregate of 6,395,232 shares of Farmer Bros. Co. common stock as described in this FORM 3/A.
  Carol Lynn Farmer Waite 03/14/2005
  Carol Lynn Farmer Waite, Attorney-In-Fact for Jeanne Ann Farmer Grossman 03/14/2005
  Carol Lynn Farmer Waite, Attorney-In-Fact for Richard Francis Farmer 03/14/2005
  ** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

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.

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