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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number: | 3235-0104
Estimated average burden
hours per response: | 0.5

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 Exercise 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.
                            FARMER BROS. CO.
                        LIMITED POWER OF ATTORNEY
                      FOR FARMER BROS. CO. FILINGS
                UNDER THE SECURITIES EXCHANGE ACT OF 1934

        Know all by these presents, that the undersigned hereby constitutes and
appoints Carol Lynn Farmer Waite the undersigned's true and lawful attorney-
in-fact to:

        (1)     Execute for and on behalf of the undersigned: (a) in the
undersigned's capacity as an officer, director and/or beneficial owner (or
trustee, beneficiary, settlor or executor thereof) of Farmer Bros. Co. (the
"Company"), Forms 3, 4, and 5 and amendments thereto in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder; and (b) in the undersigned's
capacity as a beneficial owner (or trustee, beneficiary, settlor or executor
thereof) of the Company, Schedules 13D and 13G and amendments thereto in
accordance with Regulation 13D of the Exchange Act, and the rules thereunder;

        (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 Form 3, 4, or 5, Schedule 13D or 13G, or amendment thereto, and timely
file such form or schedule with the United States Securities and Exchange
Commission (the "SEC") and any stock exchange or similar authority; and

        (3)     Take any other action of any type whatsoever which, in the opinion
of such attorney-in-fact, may be necessary or desirable in connection with the
foregoing authority, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any 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 or
revocation, hereby ratifying and confirming that such attorney-in-fact, or
such 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 the foregoing attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 or Regulation 13D of the Exchange
Act.

        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, and Schedule 13D
and 13G, with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact. This Power of
Attorney may be filed with the SEC as a confirming statement of the authority
granted herein.
        This Power of Attorney may be executed in counterparts, which together
constitute one and the same instrument.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of January, 2005.

/s/ Richard Francis Farmer
Richard Francis Farmer

/s/ Jeanne Ann Farmer Grossman
Jeanne Ann Farmer Grossman

/s/ Emily Marjorie Farmer
Emily Marjorie Farmer