0000950172-05-000917.txt : 20120618
0000950172-05-000917.hdr.sgml : 20120618
20050322172131
ACCESSION NUMBER: 0000950172-05-000917
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050322
DATE AS OF CHANGE: 20050322
GROUP MEMBERS: ALICO HOLDING, LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ALICO INC
CENTRAL INDEX KEY: 0000003545
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100]
IRS NUMBER: 590906081
STATE OF INCORPORATION: FL
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-10791
FILM NUMBER: 05697407
BUSINESS ADDRESS:
STREET 1: PO BOX 338
STREET 2: 640 SOUTH MAIN STREET
CITY: LA BELLE
STATE: FL
ZIP: 33935
BUSINESS PHONE: 8136752966
MAIL ADDRESS:
STREET 1: 640 SOUTH MAIN STREET
STREET 2: P O BOX 338
CITY: LA BELLE
STATE: FL
ZIP: 33935
FORMER COMPANY:
FORMER CONFORMED NAME: ALICO LAND DEVELOPMENT CO
DATE OF NAME CHANGE: 19740219
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ATLANTIC BLUE TRUST INC
CENTRAL INDEX KEY: 0001282360
IRS NUMBER: 571149984
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 122 EAST TILLMAN AVENUE
CITY: LAKE WALES
STATE: FL
ZIP: 33853
BUSINESS PHONE: 8636799595
SC 13D/A
1
chi504960.txt
AMENDMENT NO. 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)(1)
ALICO, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
016230 10-4
-------------------------------------------------------------------------------
(CUSIP Number)
J.D. Alexander
Atlantic Blue Trust, Inc.
122 East Tillman Avenue
Lake Wales, Florida 33853
Telephone: (863) 679-9595
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700
March 22, 2005
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are sent.
(Continued on following pages)
(Page 1 of 4 Pages)
______________
(1) 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, as amended (the "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. 016230 10-4 13D Page 2 of 4 Pages
-------------------------------- ------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ATLANTIC BLUE TRUST, INC. (I.R.S. IDENTIFICATION NO. 57-1149984)
-------------------------------------------------------------------------------
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
FL
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 3,493,777 (See Item 5)
PERSON ------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,493,777 (See Item 5)
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,493,777 (See Item 5)
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.8% (See Item 5)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
------------------------------------- --------------------------
CUSIP No. 016230 10-4 13D Page 3 of 4 Pages
------------------------------------- --------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ALICO HOLDING, LLC (I.R.S. IDENTIFICATION NO. 47-0906752)
-------------------------------------------------------------------------------
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
NV
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 3,493,777 (See Item 5)
PERSON -----------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
3,493,777 (See Item 5)
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,493,777 (See Item 5)
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.8% (See Item 5)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
------------------------------------- --------------------------
CUSIP No. 016230 10-4 13D Page 4 of 4 Pages
------------------------------------- --------------------------
This Amendment No. 5 (this "Amendment No. 5") amends and supplements
the Schedule 13D originally filed with the Securities and Exchange Commission
on March 2, 2004, by Atlantic Blue Trust, Inc., a Florida corporation, and
Alico Holding, LLC, a Nevada limited liability company, as such original
filing was amended and supplemented by Amendment No. 1, filed on August 26,
2004, Amendment No. 2, filed on October 15, 2004, Amendment No. 3, filed on
December 22, 2004 and Amendment No. 4, filed on February 3, 2005 (as amended,
the "Schedule 13D"). Except as indicated in this Amendment No. 5, all other
information set forth in the Schedule 13D remains unchanged and capitalized
terms used herein which are not defined herein have the meanings set forth in
the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following paragraph at the end of Item 4:
On March 22, 2005, ABT delivered a letter to the Board of Directors
of the Issuer outlining certain governance standards, practices and procedures
which ABT has notified the Issuer that ABT intends to follow. A copy of the
letter is attached hereto as exhibit 99.5 and incorporated herein by
reference. Consistent with such letter, on March 21, 2005, John R. Alexander
resigned from his position as Chairman and Chief Executive Officer of ABT and
as a member of the Board of Directors of ABT, Baxter G. Troutman resigned from
his position as a member of the Board of Directors of ABT, and J.D. Alexander
announced his intention to resign from his position as a member of the Board
of Directors of the Issuer as soon as the Board of Directors of the Issuer
selects a replacement director for his position.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following item at the end of Item 7:
99.5 Letter to the Board of Directors from Atlantic Blue Trust,
Inc., dated March 18, 2005.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: March 22, 2005
ATLANTIC BLUE TRUST, INC.
By: /s/ Yvonne Bunce
------------------------------
Name: Yvonne Bunce
Title: Secretaru
ALICO HOLDING, LLC
By: /s/ John R. Alexander
------------------------------
Name: John R. Alexander
Title: Manager
EX-99.5
2
chi445313.txt
EXHIBIT 99.5
Exhibit 99.5
Atlantic Blue Trust, Inc.
122 East Tillman Avenue
Lake Wales, Florida 33853
Phone: 863-679-9595
Fax: 863-678-0934
March 18, 2005
Board of Directors of Alico, Inc.
Alico, Inc.
PO Box 338
LaBelle, FL 33977
Gentlemen:
As previously announced to you, Atlantic Blue Trust, Inc. ("ABT") remains
committed to its investment in Alico, Inc. ("Alico"). Moreover ABT has at all
times insisted on and supported reasonable and appropriate governance
standards, procedures and practices. Given the recent confusion caused as a
result of the resignation of certain Directors, we thought it advisable to
re-confirm formally our good governance commitments to you. In this regard,
ABT would like to advise the Board of Directors of Alico of certain of ABT's
commitments and undertakings with respect to Alico. These commitments are as
follows:
Through Alico's 2007 annual shareholder meeting, ABT commits:
1. To vote its shares of common stock at Alico's annual shareholder
meeting to elect director nominees such that a majority of Alico's
Board of Directors is comprised of directors who are "independent"
as defined in Nasdaq Rule 4200 and also who are not directors,
officers, employees or stockholders of ABT or family members of a
director, officer, employee or stockholder of ABT.
2. Not to acquire, through open market or private purchases, more than
55% of Alico's outstanding common stock on a fully diluted basis.
3. Not to engage in any related party transaction with Alico or any of
its subsidiaries unless such transaction is approved by a majority
of the independent directors on Alico's Board of Directors (or a
committee of Alico's Board of Directors comprised entirely of
independent directors).
4. To separate the person serving as the Chairman and CEO of Alico and
the person serving as the Chairman and CEO of ABT so that the top
executive officer at each Company is a different individual.
5. To separate the Directors of Alico and ABT such that no Director
serving on the ABT Board will also serve on the Alico Board and that
no Director serving on the Alico Board will also serve on the ABT
Board.
In accordance with the applicable rules and regulations of the United States
Securities and Exchange Commission, ABT will disclose the contents of this
letter in an Amendment to its Schedule 13d.
Sincerely,
Atlantic Blue Trust, Inc.
/s/ J.D. Alexander
J.D. Alexander on Behalf of
Atlantic Blue Trust, Inc.
Board of Directors