-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, StXkh/vRk5AA3tOuXbByz+EpcxC/qe2k1tths7caYubE+73vS4BFoprSel0BTDOQ olSXc+Z7XNCOicE3MItt/w== 0000034563-04-000044.txt : 20040319 0000034563-04-000044.hdr.sgml : 20040319 20040319144259 ACCESSION NUMBER: 0000034563-04-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARMER ROY E CENTRAL INDEX KEY: 0001276401 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 20333 S NORMANDIE AVE CITY: TORRANCE STATE: CA ZIP: 90502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARMER BROTHERS CO CENTRAL INDEX KEY: 0000034563 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 950725980 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30680 FILM NUMBER: 04679859 BUSINESS ADDRESS: STREET 1: 20333 S NORMANDIE AVE CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107875200 MAIL ADDRESS: STREET 1: 20333 SOUTH NORMANDIE AVENUE CITY: TORRANCE STATE: CA ZIP: 90502 SC 13D/A 1 royef13d0319.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT 1) Farmer Bros. Co. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value - ----------------------------------------------------------------------------- (Title of Class of Securities) 307675108 - ----------------------------------------------------------------------------- (CUSIP Number) Roy E. Farmer c/o Farmer Bros. Co. 20333 S. Normandie Drive Torrance, CA 90502 310-787-5241 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 16, 2004 - ----------------------------------------------------------------------------- (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 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS 00 - ---------------------------------------------------------------------------- 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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 631,067 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 631,067 WITH 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 631,067 shares of Common Stock, $1.00 par value per share 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.3% 14 TYPE OF REPORTING PERSON OO Trustee of family trusts 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. Item 3. Source and Amount of Funds or Other Consideration On March 16, 2004, Roy E. Farmer succeeded his father, Roy F. Farmer, as sole trustee of trusts for the benefit of family members holding 484,703 Company shares. Previously he was the beneficial owner of 184,684 shares as previously reported in Form 13D filed January 6, 2004. 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. Item 5. Interest in Securities of the Issuer a. The aggregate number of and percentage of securities which this statement relates to is 631,067 shares, representing 39.89% of the 1,607,508 shares of common stock outstanding. b. Sole power to vote and dispose of shares is 631,067 shares c. On March 16, 2004, Roy E. Farmer succeeded his father, Roy F. Farmer, as sole trustee of trusts for the benefit of family members as described in Item 3, above. 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) between 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: March 19, 2004 By: /s/ Roy E. Farmer Name: Roy E. Farmer -----END PRIVACY-ENHANCED MESSAGE-----