UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Farmer Brothers 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)
January 30, 2004
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the
Schedule is filed
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The 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).
SCHEDULE 13G
(Amendment No. 2)
CUSIP NO. 307675108
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Farmer Bros. Co. Employee Stock Ownership Plan
I.R.S. Identification Number - 95-0725980
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 3,000,500
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6. SHARED VOTING POWER 400,110
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7. SOLE DISPOSITIVE POWER 2,600,390
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8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,500
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.7%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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Item 1(a) NAME OF ISSUER.
Farmer Brothers Co
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
20333 South Normandie Avenue, Torrance, California, 90502
Item 2(a) NAME OF PERSON FILING.
Farmer Bros. Co. Employee Stock Ownership Plan
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
20333 South Normandie Avenue
Torrance, California, 90502
Attn: Treasurer's Office
Item 2(c) CITIZENSHIP.
California
Item 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, $1.00 par value
Item 2(e) CUSIP NUMBER.
307675108
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A.
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C.78o);
(b) [ ] Bank as defined in section3(a)(6) of the Act (15 U.S.C.78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 OWNERSHIP.
(a) Amount beneficially owned: 3,000,500
(b) Percent of class: 18.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,000,500
(ii) Shared power to vote or to direct the vote: 400,110
(iii) Sole power to dispose or to direct the disposition of: 2,600,390
(iv) Shared power to dispose or to direct the disposition of: 0
The ESOP has been amended to require that shares unallocated to plan
participants are to be voted in the same proportion that the allocated shares
are voted by plan participants. There are 400,110 shares allocated to plan
participants, 2,600,390 shares to be allocated and a total of 3,000,500 shares
in the plan. All share numbers reflect a ten-for-one split of the Common Stock
in May 2004.
An ESOP Committee comprised of three members of the Company's Board of
Directors administers the plan. Two committee members are independent members
of the Company's Board of Directors.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
N/A
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
Item 9 NOTICE OF DISSOLUTION OF GROUP.
N/A
Item 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, as a
member of the ESOP Committee, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 15, 2005
By: /s/ Guenter W. Berger
Name: Guenter W. Berger
Title: ESOP Committee Member
By: /s/ John H. Merrell
Name: John H. Merrell
Title: ESOP Committee Member
By: /s/ John Samore, Jr.
Name: John Samore, Jr.
Title: ESOP Committee Member