SecProbe.io

November 1 , 2016

Andrew Freedman , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY  10019

Re: Farmer Bros. Co.
Revised Preliminary Proxy Statement on Schedule 14A filed by Carol
Farmer Waite  et al.
Filed October 28, 2016
File No. 1-34249

Soliciting Materials filed pursuant to Exchange Act Rule 14a -12 filed by
Carol Farmer Waite et al.
Filed September 29, 2016
File No. 1-34249

Amendment No. 3 to Schedule 13D filed by Carol Lynn Farmer Waite
Filed August 29, 2016
File No. 5 -30680

Dear M r. Freedman :

We have reviewed the preliminary proxy statement revised in response to our comment
letter dated October 27, 2016 as well as the two related responses letters, dat ed October 28 and
October 31, 2016 and have the following additional comment s.  All defined terms used in this
letter have the same meaning as in the proxy materials unless otherwise indicated.

Preliminary Proxy Statement

1. We note your response to prior comment 1.  While both the letter to stockholders and the
disclosure on page 1 of the proxy statement indicates that that Save Farmer Brothers are
the beneficial owners of an aggregate of 4,437,584 shares of common stock, disclosure
on page 17 of the proxy statement appears to s uggest that Save Farmer Brothers
beneficially own 4,184,618 shares.  Please advise or revise.

Amendment No. 3 to Schedule 13D

2. We note your response to prior comment 5  and are unable to agree with your conclusion
that the letter to the Boa rd attached as Exhibit 99.1 t o the Schedule 13D is “merely an
open letter to the Board stating concerns about the Company ” and does not constitute a
solicitation  as defined in Exchange Act Rule 14a -1(l)(1)(iii).  The letter contains

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
November 1 , 2016
Page 2

 language indicating Carol Farmer Waite ’s and Save Farmer Bros. intention to nominate
candidates for election to th e Board , e.g. “it is our firm belief that a refreshment of the
Board is  necessary ” and “…we are dedicated to  affecting this Board change and are
preparing to nominate a slate of highly qualified candidates  for election to the Board at
the 2016 Annual Meeting .”  The letter has also been posted to the Save Farmers website
along with a press release dated the same date as the letter (August 29, 2016) .
Furthermore, we are unable to agree with your premise that submission of nomination
materials to the Company must precede  a communication in order for it to constitute a
communication to security holders reasonably calculated to result in the procurement of a
proxy .  Please file the letter as soliciting material.  Refer to Exchange Act Rule 14a -12.

Soliciting Materials filed pursuant to Exchange Act Rule 14a -12

3. We note your response to prior comment 6 regarding the following statements:

 “Mr. Keown claims to have hand -picked three out of seven directors, which leads
us to question the overall independence of the Board and its ability to hold senior
management accountable .”
 “We have witnessed Mr. Keown admittedly pack the Board of Directors of
Farmer Bros. …with what are essentially three personal appointees, effectively
giving him control of the Board.   How can the Board properly oversee Mr. Keown
or hold him accountable when he and his hand -picked directors are in control? ”

We are unable to agree that th ese statement s are supported by the source cited in the
footnote referenced in your response.   Please refrain from using such statem ents in all
future soliciting materials  as well as on the Save Farmers website.

4. We note your response to prior comment 7 regarding the following statements:

 “[w]e believe the removal of Jeanne Farmer Grossman, the Board’s largest
shareholder, as Chair of the Compensation Committee reflects an attempt to stifle
any differing views on the Board, which is contrary to proper corporate
governance.”
 “Recently, the Board has made several capital allocation decisions which we
believe were subsequently contradicted by the Company’s hastily executed
relocation  of its corporate headquarters to another state” (page 9  of the investor
presentation , emphasis added)  and “We have witnessed the erosion of employee
morale under Mr. Keown’s leadership, not to mention the 300 or so employees
who lost their livelihood as part of his misguided decision  to quickly move  Farmer
Bros.’ headquarters to Texas .” (emphasis added ).
 “We believe there is a troubling misalignment of interests between the Board and
stockholders ….we believe there is clearly a lack of significant stockholder
representation on the Board .”

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
November 1 , 2016
Page 3

 We are unable to agree that you have provided a reasonable factual basis for such
statement s.  Please refrain from using such statem ents in all future soliciting materials  as
well as on the Save Farmers website.

5. We note you response to prior comment 9  and we confirm our  reference was to the table
showing adjusted operating margin on page 20 of the investor presentation.   Your
response indicates that in future soliciting  material  you will ensure that any non -GAAP
financials will be expressly labeled “non-GAAP. ”  To the extent future solicitin g material
is filed  containing non -GAAP financial measures , please present, with equal or greater
prominence, the most directly comparable financial measure or measures calculated and
presented in accordance with GAAP and provide the required reconciliation .

*     *     *

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions