0001398344-19-001056.txt : 20190125 0001398344-19-001056.hdr.sgml : 20190125 20190125155945 ACCESSION NUMBER: 0001398344-19-001056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Farmer Bros Co CENTRAL INDEX KEY: 0001305458 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90313 FILM NUMBER: 19542549 BUSINESS ADDRESS: STREET 1: 300 SOUTH GRAND AVE CITY: LOS ANGELES STATE: CA ZIP: 90071 MAIL ADDRESS: STREET 1: 300 SOUTH GRAND AVE CITY: LOS ANGELES STATE: CA ZIP: 90071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Waite Carol Farmer CENTRAL INDEX KEY: 0001314571 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: FARMER BROS CO STREET 2: 20333 S NORMANDIE AV CITY: TORRANCE STATE: CA ZIP: 90502 SC 13D/A 1 fp0038844_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

(Amendment No. 10)1

 

 

Farmer Bros. Co.

(Name of Issuer)

 

Common Stock, $1.00 par value per share

(Title of Class of Securities)

 

307675108

(CUSIP Number)

 

CAROL LYNN FARMER WAITE

BRET A. MADOLE

CARRINGTON, COLEMAN, SLOMAN & BLUMENTHAL, LLP

901 Main Street, Suite 5500

Dallas, TX 75202

(214) 855-3034

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 24, 2019

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [   ].

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 30767510813DPage 2 of 19

 

 1  

NAME OF REPORTING PERSON

 

Carol L. Waite Trust

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

426,138

  8  

SHARED VOTING POWER

 

-0-

  9  

SOLE DISPOSITIVE POWER

 

426,138

  10  

SHARED DISPOSITIVE POWER

 

-0-

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

426,138

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 3 of 19

 

 1  

NAME OF REPORTING PERSON

 

1964 Carol Lynn Farmer Waite Trust

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

246,646

  8  

SHARED VOTING POWER

 

-0-

  9  

SOLE DISPOSITIVE POWER

 

246,646

  10  

SHARED DISPOSITIVE POWER

 

-0-

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

246,646

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 4 of 19

 

 1  

NAME OF REPORTING PERSON

 

1969 Carol Lynn Farmer Waite Trust

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

77,960

  8  

SHARED VOTING POWER

 

-0-

  9  

SOLE DISPOSITIVE POWER

 

77,960

  10  

SHARED DISPOSITIVE POWER

 

-0-

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

77,960

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 5 of 19

 

 1  

NAME OF REPORTING PERSON

 

1972 Carol Lynn Farmer Waite Trust

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

24,000

  8  

SHARED VOTING POWER

 

-0-

  9  

SOLE DISPOSITIVE POWER

 

24,000

  10  

SHARED DISPOSITIVE POWER

 

-0-

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 6 of 19

 

 1  

NAME OF REPORTING PERSON

 

1984 Jonathan Michael Waite Trust

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

-0-

  8  

SHARED VOTING POWER

 

6,030

  9  

SOLE DISPOSITIVE POWER

 

-0-

  10  

SHARED DISPOSITIVE POWER

 

6,030

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,030

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 7 of 19

 

 1  

NAME OF REPORTING PERSON

 

1987 Roy F Farmer Trust I

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

65,930

  8  

SHARED VOTING POWER

 

-0-

  9  

SOLE DISPOSITIVE POWER

 

65,930

  10  

SHARED DISPOSITIVE POWER

 

-0-

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

65,930

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 8 of 19

 

 1  

NAME OF REPORTING PERSON

 

1988 Roy F Farmer Trust I*

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

-0-

  8  

SHARED VOTING POWER

 

-0-

  9  

SOLE DISPOSITIVE POWER

 

-0-

  10  

SHARED DISPOSITIVE POWER

 

-0-

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0-

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14  

TYPE OF REPORTING PERSON

 

OO

 

*Pursuant to the Transactions (defined in Item 4) set forth herein, no shares of the Company’s (defined in Item 3) common stock are held by the 1988 Roy F Farmer Trust I as of the filing of this Amendment No. 10.

 

 

 

CUSIP No. 30767510813DPage 9 of 19

 

 1  

NAME OF REPORTING PERSON

 

Farmer Insurance Trust

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

-0-

  8  

SHARED VOTING POWER

 

242,690

  9  

SOLE DISPOSITIVE POWER

 

-0-

  10  

SHARED DISPOSITIVE POWER

 

242,690

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

242,690

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 10 of 19

 

 1  

NAME OF REPORTING PERSON

 

2012 Grossman Irrevocable Trust

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

387,986

  8  

SHARED VOTING POWER

 

-0-

  9  

SOLE DISPOSITIVE POWER

 

387,986

  10  

SHARED DISPOSITIVE POWER

 

-0-

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

387,986

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.2%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

CUSIP No. 30767510813DPage 11 of 19

 

 1  

NAME OF REPORTING PERSON

 

Carol Lynn Farmer Waite

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (b) [   ]

 

 3  

SEC USE ONLY

 

 4  

SOURCE OF FUNDS

 

OO

 5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)

 

[   ]

 6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

1,228,690

  8  

SHARED VOTING POWER

 

248,720

  9  

SOLE DISPOSITIVE POWER

 

1,228,690

  10  

SHARED DISPOSITIVE POWER

 

248,720

 11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,477,410

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[   ]

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14  

TYPE OF REPORTING PERSON

 

IN

 

 

 

CUSIP No. 30767510813DPage 12 of 19

 

The following constitutes Amendment No. 10 to the Schedule 13D filed on behalf of Carol Lynn Farmer Waite (this “Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

 

Item 2. Identity and Background.

 

Item 2 is hereby amended and restated to read as follows:

 

(a)This statement is filed by:

 

(i)Carol Lynn Farmer Waite
(ii)Carol L. Waite Trust
(iii)1964 Carol Lynn Farmer Waite Trust
(iv)1969 Carol Lynn Farmer Waite Trust
(v)1972 Carol Lynn Farmer Waite Trust
(vi)1984 Jonathan Michael Waite Trust
(vii)1987 Roy F Farmer Trust I
(viii)1988 Roy F Farmer Trust I
(ix)Farmer Insurance Trust
(x)2012 Grossman Irrevocable Trust

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. The foregoing Trusts are referred to collectively as the “Farmer Trusts”.

 

(b) The address of the principal office of each Reporting Person is c/o Carrington, Coleman, Sloman & Blumenthal, LLP, 901 Main Street, Suite 5500, Dallas, Texas 75202, Attn: Brett A. Madole.

 

(c) The principal business of the Farmer Trusts is serving family investment planning purposes. The principal occupation of Carol Lynn Farmer Waite is retired elementary school teacher.

 

(d) No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) No Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The citizenship of the Reporting Persons is California.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

Carol Lynn Farmer Waite, as either sole or co-trustee of the Farmer Trusts, is the indirect beneficial owner of 1,477,410 shares of Farmer Bros. Co. (the “Company”) common stock. The shares beneficially owned by Carol Lynn Farmer Waite were transferred to each respective Farmer Trust in accordance with trust instruments to successor trustees and beneficiaries under various family trusts. Accordingly, no shares were purchased by the Reporting Persons.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

 

 

CUSIP No. 30767510813DPage 13 of 19

 

The transactions giving rise to the filing of this Amendment No. 10 were the sales of the Company’s common stock made by Carol Lynn Farmer Waite, as trustee of the Farmer Trusts, in open market transactions and at prevailing market prices (the “Transactions”). As a result of the Transactions, Carol Lynn Farmer Waite’s beneficial ownership, as indirect beneficial owner of the Company’s common stock held by the Farmer Trusts, has materially decreased. The Transactions, each occurring subsequent to the filing of Amendment No. 9 to Reporting Persons’ Schedule 13D (“Amendment No. 9”), are set forth in more detail on Schedule I, attached hereto.

 

Other than as described herein, no Reporting Person has any plans or proposals that would relate to, or could result in, any of the matters set forth in subparagraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. The Reporting Persons reserve the right to increase or decrease their respective positions in the Company through, among other things, the purchase or sale of securities of the Company on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated as follows:

 

The aggregate percentage of the Company’s common stock reported owned by each person named herein is based upon 16,977,701 shares of the Company’s common stock outstanding as of November 8, 2018, which is the total number of shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2018.

 

A. Carol L. Waite Trust

 

  (a) As of January 24, 2019, the Carol L. Waite Trust beneficially owned 426,138 shares of the Company’s common stock.

 

Percentage: 2.5%

 

  (b) 1. Sole power to vote or direct vote: 426,138

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 426,138

 

4. Shared power to dispose or direct the disposition: 0

 

  (c) See Item 4, above and Schedule I, attached hereto, for a description of the Transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

B. 1964 Carol Lynn Farmer Waite Trust

 

  (a) As of January 24, 2019, the 1964 Carol Lynn Farmer Waite Trust beneficially owned 246,646 shares of the Company’s common stock.

 

Percentage: 1.4%

 

  (b) 1. Sole power to vote or direct vote: 246,646

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 246,646

 

4. Shared power to dispose or direct the disposition: 0

 

  (c) See Item 4, above and Schedule I, attached hereto, for a description of the Transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

 

 

CUSIP No. 30767510813DPage 14 of 19

 

C. 1969 Carol Lynn Farmer Waite Trust

 

  (a) As of January 24, 2019, the 1969 Carol Lynn Farmer Waite Trust beneficially owned 77,960 shares of the Company’s common stock.

 

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 77,960

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 77,960

 

4. Shared power to dispose or direct the disposition: 0

 

  (c) The 1969 Carol Lynn Farmer Waite Trust has not entered into any transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

  

D. 1972 Carol Lynn Farmer Waite Trust

 

  (a) As of January 24, 2019, the 1972 Carol Lynn Farmer Waite Trust beneficially owned 24,000 shares of the Company’s common stock.

 

Percentage: Less than 1.0%

 

  (b) 1. Sole power to vote or direct vote: 24,000

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 24,000

 

4. Shared power to dispose or direct the disposition: 0

 

 

(c)

 

The 1972 Carol Lynn Farmer Waite Trust has not entered into any transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

E. 1984 Jonathan Michael Waite Trust

 

  (a) As of January 24, 2019, the 1984 Jonathan Michael Waite Trust beneficially owned 6,030 shares of the Company’s common Stock.

 

Percentage: Less than 1.0%

 

  (b) 1. Sole power to vote or direct vote: 0

 

2. Shared power to vote or direct vote: 6,030

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 6,030

 

  (c) The 1984 Jonathan Michael Waite Trust has not entered into any transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

F. 1987 Roy F Farmer Trust I

 

  (a) As of January 24, 2019, the 1987 Roy F Farmer Trust I beneficially owned 65,930 shares of the Company’s common stock.

 

Percentage: Less than 1.0%

 

  (b)

1. Sole power to vote or direct vote: 65,930

 

 

 

CUSIP No. 30767510813DPage 15 of 19

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 65,930

 

4. Shared power to dispose or direct the disposition: 0

 

  (c) The 1987 Roy F Farmer Trust I has not entered into any transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

G. 1988 Roy F Farmer Trust I

 

  (a) As of January 24, 2019, the 1988 Roy F Farmer Trust I beneficially owned 0 shares of the Company’s common stock.

 

Percentage: 0%

 

  (b) 1. Sole power to vote or direct vote: 0

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 0

 

  (c) See Item 4, above and Schedule I, attached hereto, for a description of the Transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

  

H. Farmer Insurance Trust

 

  (a) As of January 24, 2019, the Farmer Insurance Trust beneficially owned 242,690 shares of the Company’s common stock.

 

Percentage: 1.4%

 

  (b) 1. Sole power to vote or direct vote: 0

 

2. Shared power to vote or direct vote: 242,690

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 242,690

 

  (c) See Item 4, above and Schedule I, attached hereto, for a description of the Transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

I. 2012 Grossman Irrevocable Trust

 

  (a) As of January 24, 2019, the 2012 Grossman Irrevocable Trust beneficially owned 387,986 shares of the Company’s common stock.

 

Percentage: 2.2%

 

  (b) 1. Sole power to vote or direct vote: 387,986

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 387,986

 

4. Shared power to dispose or direct the disposition: 0

 

  (c) See Item 4, above and Schedule I, attached hereto, for a description of the Transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

J. Carol Lynn Farmer Waite

 

  (a) Carol Lynn Farmer Waite, as a co-trustee of each of the Farmer Insurance Trust and 1984 Jonathan Michael Waite Trust, and as sole trustee of the Carol L. Waite Trust, 1964 Carol Lynn Farmer Waite Trust, 1969 Carol Lynn Farmer Waite Trust, 1972 Carol Lynn Farmer Waite Trust, 1987 Roy F Farmer Trust I, 1988 Roy F Farmer Trust I, and 2012 Grossman Irrevocable Trust, may be deemed to beneficially own the shares of the Company’s common stock held directly by such Reporting Persons. As of January 5, 2018, Carol Lynn Farmer Waite may be deemed to beneficially own 1,477,410 shares of the Company’s common stock.

 

 

 

CUSIP No. 30767510813DPage 16 of 19

 

Percentage: 8.7%

 

  (b) 1. Sole power to vote or direct vote: 1,228,690

 

2. Shared power to vote or direct vote: 248,720

 

3. Sole power to dispose or direct the disposition: 1,228,690

 

4. Shared power to dispose or direct the disposition: 248,720

 

  (c) See Item 4, above and Schedule I, attached hereto, for a description of the Transactions in the shares of the Company’s common stock since the filing of Amendment No. 9.

 

Each of the Reporting Persons, as a member of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of the Company’s common stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his, her, or its pecuniary interest therein.

 

  (d) No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

 

  (e) Not applicable.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended to add the following:

 

A Power of Attorney authorizing Bret A. Madole to act on behalf of Carol Lynn Farmer Waite as described herein has been filed as Exhibit 24.1 to this Amendment No. 10.

 

 

 

CUSIP No. 30767510813DPage 17 of 19

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 24, 2018  
   

/s/ Bret A. Madole

BRET A. MADOLE  

 

as Attorney-in-Fact for Carol Lynn Farmer

Waite, in her individual capacity and as

trustee, as applicable, of the following

Farmer Trusts:

 

Carol Lynn Farmer Waite

Carol L. Waite Trust

1964 Carol Lynn Farmer Waite Trust

1969 Carol Lynn Farmer Waite Trust

1972 Carol Lynn Farmer Waite Trust

1984 Jonathan Michael Waite Trust

1987 Roy F Farmer Trust I

1988 Roy F Farmer Trust I

Farmer Insurance Trust

2012 Grossman Irrevocable Trust

 

 

 

CUSIP No. 30767510813DPage 18 of 19

 

SCHEDULE I

 

Reporting

Person

Transaction

Date

Number of

Shares Sold

Price Per

Share

Carol L. Waite Trust 07/05/2018 4,100 $31.2189
Carol L. Waite Trust 07/06/2018 3,302 $31.0136
Carol L. Waite Trust 07/13/2018 105 $30.0048
Carol L. Waite Trust 07/13/2018 1,700 $29.8706
Carol L. Waite Trust 07/18/2018 4,808 $28.0751
Carol L. Waite Trust 07/19/2018 8,422 $28.0523
Carol L. Waite Trust 07/20/2018 1,749 $28.0257
Carol L. Waite Trust 07/24/2018 5,000 $27.1168
Carol L. Waite Trust 07/25/2018 10,000 $27.5924
Carol L. Waite Trust 07/26/2018 2,447 $29.1519
Carol L. Waite Trust 10/24/2018 5,000 $25.5428
Carol L. Waite Trust 11/08/2018 4,700 $25.4619
Farmer Insurance Trust 11/08/2018 15,000 $24.9608
1964 Carol Lynn Farmer Waite Trust 11/08/2018 1,000 $25.5300
1964 Carol Lynn Farmer Waite Trust 11/09/2018 2,500 $25.0000
1964 Carol Lynn Farmer Waite Trust 11/09/2018 7,741 $25.0700
2012 Grossman Irrevocable Trust 11/09/2018 2,500 $25.0000
2012 Grossman Irrevocable Trust 11/09/2018 12,902 $25.0700
Carol L. Waite Trust 11/09/2018 10,300 $25.0023
2012 Grossman Irrevocable Trust 11/12/2018 5,558 $25.0500
1964 Carol Lynn Farmer Waite Trust 11/12/2018 4,183 $25.0600
1964 Carol Lynn Farmer Waite Trust 11/13/2018 100 $25.0000
2012 Grossman Irrevocable Trust 11/13/2018 6,782 $25.0500
Farmer Insurance Trust 11/13/2018 298 $25.0000
Carol L. Waite Trust 11/13/2018 300 $25.0000
1964 Carol Lynn Farmer Waite Trust 11/16/2018 1,830 $24.2500
1964 Carol Lynn Farmer Waite Trust 11/20/2018 13,164 $24.3100
1964 Carol Lynn Farmer Waite Trust 11/20/2018 2,646 $24.2500
Farmer Insurance Trust 11/20/2018 19,980 $24.3100
1964 Carol Lynn Farmer Waite Trust 11/21/2018 1,800 $24.2500
1964 Carol Lynn Farmer Waite Trust 11/23/2018 5,036 $24.2500
1964 Carol Lynn Farmer Waite Trust 11/26/2018 5,866 $24.5100
Farmer Insurance Trust 11/26/2018 10,020 $24.5178
Carol L. Waite Trust 11/27/2018 1,300 $24.5392
Carol L. Waite Trust 11/28/2018 7,657 $24.5620
1964 Carol Lynn Farmer Waite Trust 11/28/2018 12,134 $24.5800
1964 Carol Lynn Farmer Waite Trust 11/28/2018 2,000 $24.5500
1964 Carol Lynn Farmer Waite Trust 11/29/2018 2,000 $24.5000
1964 Carol Lynn Farmer Waite Trust 11/29/2018 2,204 $24.5200
Farmer Insurance Trust 11/29/2018 4,576 $24.5395
Farmer Insurance Trust 11/30/2018 595 $24.5250
1964 Carol Lynn Farmer Waite Trust 11/30/2018 2,000 $24.5000
1964 Carol Lynn Farmer Waite Trust 12/03/2018 2,000 $24.5000
Farmer Insurance Trust 12/03/2018 9,399 $24.5156
Farmer Insurance Trust 12/04/2018 100 $24.5000
1964 Carol Lynn Farmer Waite Trust 12/04/2018 2,100 $24.5000
1988 Roy F Farmer Trust I 12/04/2018 4,287 $24.5000
1988 Roy F Farmer Trust I 12/06/2018 1,773 $24.5000
1964 Carol Lynn Farmer Waite Trust 12/06/2018 2,300 $25.1000

 

 

 

CUSIP No. 30767510813DPage 19 of 19

 

1964 Carol Lynn Farmer Waite Trust 12/06/2018 2,500 $24.5000
2012 Grossman Irrevocable Trust 12/06/2018 2,258 $25.0000
Farmer Insurance Trust 12/06/2018 500 $25.0400
Carol L. Waite Trust 12/06/2018 673 $24.0500

 

EX-24.1 2 fp0038844_ex241.htm

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Bret A. Madole of Carrington, Coleman, Sloman & Blumenthal, LLP (“Carrington Coleman”), the undersigned’s true and lawful attorney-in-fact (“Attorney-in-Fact”) to:

 

(1) complete and execute, for and on behalf of the undersigned, in the undersigned’s capacity as the beneficial owner of shares of common stock (“Common Stock”) of Farmer Brothers Co., a Delaware corporation (the “Company”), or securities exercisable, convertible or exchangeable for shares of Common Stock, Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents (including any amendments to any of the foregoing) as Attorney-In-Fact shall, subject to the undersigned’s prior approval, determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned’s ownership, acquisition or disposition of securities of the Company;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and schedules (including any amendments thereto), and timely file such forms and schedules (including any amendments thereto), with the SEC, any national securities exchange, and any other relevant governmental or regulatory agency or authority;

 

(3) subject to the undersigned’s consent, take any other action of any type whatsoever in connection with the foregoing which, in the opinion of Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the forms and documents executed by Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney (including any amendments thereto) shall be in such form and shall contain such information as Attorney-in-Fact may approve in his sole discretion.

 

The undersigned hereby grants to Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that Attorney-in-Fact, or Attorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that Attorney-in-Fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act, nor is Attorney-in-Fact assuming any other legal obligations to which the undersigned is currently (or may become) subject.

 

The undersigned agrees that Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless Attorney-in-Fact against any losses, claims, damages or liabilities (or actions or investigations in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to Attorney-in-Fact for purposes of preparing, executing, delivering and filing Forms 3, 4 and 5, and Schedules 13D and 13G (including any amendments thereto), and agrees to reimburse Carrington Coleman for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and 13G, with respect to the undersigned’s beneficial ownership of or transactions in the Company Common Stock, unless earlier revoked by the undersigned in a signed writing delivered to Attorney-in-Fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of July, 2018.

 

  /s/ Carol Lynn Farmer Waite  
  Carol Lynn Farmer Waite