UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report April 14, 1997
FARMER BROS. CO.
California 0-1325 95-0725980
State of Incorporation Commission File Number Federal ID Number
20333 S. Normandie Avenue, Torrance, California 90502
Registrant's Address Zip
(310) 787-5200
Registrant's telephone number
PAGE 1 OF 5
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Item 4. Changes in Registrant's Certifying Accountant
On March 28, 1997, Registrant dismissed Coopers & Lybrand L.L.P. as the
Company's independent accountant to audit Registrant's financial
statements. Ernst & Young LLP has been engaged as its new independent
accountant to audit Registrant's financial statements for the fiscal year
ending June 30, 1997.
The accountant's report on the financial statements for the fiscal years
ended June 30, 1996 and 1995 contained no adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope, or accounting principles. The decision to change accountants was
recommended by management and approved by the Board of Directors.
During the fiscal years ended June 30, 1996 and 1995, and for the period of
fiscal 1997 from July 1, 1996 through the date of dismissal March 28, 1997,
there were no disagreements with Coopers & Lybrand L.L.P. on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of Coopers & Lybrand L.L.P., would have caused it to make a
reference to the subject matter of the disagreement(s) in connection with
its report.
There were no "reportable events" as that term is described in item
304(a)(1)(v.) of Regulation S-K.
During the fiscal years ended June 30, 1996 and 1995 and the subsequent
period during fiscal 1997 from July 1, 1996 through the date of dismissal
March 28, 1997, Registrant has not consulted Ernst & Young LLP regarding
either the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on Registrant's financial statements, and either a written report
was provided to the Registrant or oral advice was provided that the new
accountant concluded was an important factor considered by the Registrant
in reaching a decision as to the accounting, auditing or financial
reporting issue.
Registrant has provided Coopers & Lybrand L.L.P. with a copy of this Form 8-
K/A and has requested that it furnish the Registrant with a letter
addressed to the Commission stating whether it agrees with the statements
made by the Registrant. A copy of the letter dated April 14, 1997 is filed
as Exhibit 1 to this Form 8-K/A.
Item 7. Financial Statements and Exhibits
(a) Exhibits
(1) Letter from Coopers & Lybrand L.L.P. pursuant to Item 304(a)(3)
of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 14, 1997 FARMER BROS. CO.
(Registrant)
John E. Simmons
Treasurer and
Chief Financial Officer
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Exhibit Index
Exhibit No. Exhibit
1 Letter from Coopers & Lybrand L.L.P. pursuant to Item
304(a)(3) of Regulations S-K.
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Exhibit 1
April 14, 1997
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Farmer Bros. Co. (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Company's Form 8-K/A report dated April 14, 1997. We
agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
Coopers & Lybrand L.L.P.
Los Angeles, California
