-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LfbfkoQEL/Hl20ut0xgletRN9g8PAAFqBtpVAoow0ujPkd84SXy4oifLcGNod2vg 3iohnkayTz9NvowK1UOFYw== 0001341004-06-002677.txt : 20061005 0001341004-06-002677.hdr.sgml : 20061005 20061005105051 ACCESSION NUMBER: 0001341004-06-002677 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 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: 061130083 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 abt13da.txt SC 13D/A 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. 8)(1) ALICO, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 016230 10-4 - ------------------------------------------------------------------------------- (CUSIP Number) JD 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 October 3, 2006 (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 8 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 8 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, BK, WC | |------------|-----------------------------------------------------------------| | | | | 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 | | |3,725,457 (See Item 5) | | PERSON | |-----------|--------------------------------------------| | WITH | | | | | | | 9 |SOLE DISPOSITIVE POWER | | | | |0 | | | |-----------|--------------------------------------------| | | | | | | | | 10 |SHARED DISPOSITIVE POWER | | | | |3,725,457 (See Item 5) | |------------|-----------------------------------------------------------------| | | | | 11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | |3,725,457 (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) | | |50.5% (See Item 5) | |------------|-----------------------------------------------------------------| | | | | 14 |TYPE OF REPORTING PERSON | | |CO | - ------------- ----------------------------------------------------------------- - --------------------------------- ----------------------------- |CUSIP No. 016230 10-4 | 13D | Page 3 of 8 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, BK, WC |------------|----------------------------------------------------------------- | | | 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 | | |3,725,457 (See Item 5) | PERSON | |----------|----------------------------------------------- | WITH | | | | | | 9 |SOLE DISPOSITIVE POWER | | | |0 | | |----------|----------------------------------------------- | | | | | | | 10 |SHARED DISPOSITIVE POWER | | | |3,725,457 (See Item 5) |------------|----------------------------------------------------------------- | | | 11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | |3,725,457 (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) | |50.5% (See Item 5) |------------|----------------------------------------------------------------- | |TYPE OF REPORTING PERSON | 14 |OO - ------------- ----------------------------------------------------------------- - --------------------------------- ----------------------------- |CUSIP No. 016230 10-4 | 13D | Page 4 of 8 Pages | - --------------------------------- ----------------------------- This Amendment No. 8 (this "Amendment No. 8") 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, Amendment No. 4, filed on February 3, 2005, Amendment No. 5, filed on March 22, 2005, Amendment No. 6 filed on May 4, 2006 and Amendment No. 7 filed on May 18, 2006 (as amended, the "Schedule 13D"). Except as indicated in this Amendment No. 8, 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 2. Identity and Background The second paragraph of Item 2 is amended and restated in its entirety as follows: (a) - (c), (f) The name and place of organization of each Reporting Person is herein incorporated by reference to the responses to Items 1 and 6 on the cover page provided for each respective Reporting Person. The name, address and principal occupation, as applicable, of each director or executive officer of each Reporting Person (each, a "Disclosed Party" and collectively, the "Disclosed Parties") is set forth on Schedules 2-A and 2-B hereto. To the knowledge of the Reporting Persons, each of the Disclosed Parties is a citizen of the United States of America. 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: ABT and the Issuer have entered into a letter agreement, dated September 29, 2006, which sets forth certain commitments ABT has made with respect to certain corporate governance standards and practices. A copy of the agreement is attached hereto as exhibit 99.9 and incorporated herein by reference. In accordance with the letter agreement, on September 29, 2006, Robert J. Viguet, Jr., a member of the board of directors of ABT, was appointed to the board of directors of the Issuer. Item 5. Interest in Securities of the Issuer. The information with respect to the beneficial ownership of Common Stock by the Reporting Person set forth in subsection (a) Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) According to the Issuer's quarterly report on Form 10-Q for the quarterly period ended May 31, 2006, as filed with the Securities and Exchange Commission on July 10, 2006, there were 7,371,582 shares of Common Stock issued and outstanding as of June 19, 2006. The Reporting Persons beneficially own, directly or indirectly, an aggregate of 3,725,457 shares of Common Stock (representing approximately 50.5% of the outstanding shares of Common Stock), all of which are directly owned by Holding. The information with respect to the beneficial ownership of Common Stock by Flagler set forth in subsection (a) Item 5 of the Schedule 13D is hereby amended and supplemented as follows: Based on information provided by Flagler, as of September 30, 2006, Flagler does not beneficially own any shares of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 6: On July 7, 2006, the loans secured by the Pledge Agreement were repaid, and the liens on the Pledged Shares were released. The information set forth in the second paragraph of Item 4 of the this Amendment No. 8 is incorporated herein by reference. Page 5 of 8 Pages Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following items at the end of Item 7: 99.9 Letter Agreement, dated September 29, 2006. Page 6 of 8 Pages 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: October 3, 2006 ATLANTIC BLUE TRUST, INC. By: /s/ JD Alexander ------------------------------------- Name: JD Alexander Title: President and Chief Executive Officer ALICO HOLDING, LLC By: /s/ JD Alexander ------------------------------------- Name: JD Alexander Title: Manager Page 7 of 8 Pages SCHEDULE 2-A ATLANTIC BLUE TRUST, INC. Directors and Executive Officers The name, present principal occupation, and business address of each director and executive officer of Atlantic Blue Trust, Inc. are set forth below.
Name Principal Occupation Business Address ---- -------------------- ---------------- JD Alexander* President and Chief Executive Officer, 122 East Tillman Avenue, Lake Wales, Florida 33853 Atlantic Blue Trust, Inc. Laura Grace Educator 122 East Tillman Avenue, Lake Wales, Florida 33853 Alexander* John Doxsie* President, United Sugars Corporation 7401 Metro Blvd, Suite 350 Edina, MN 55439 Cliff Hinkle* Chairman of the Board and CEO, Flager 111 S. Monroe Street, Suite 2000B Holdings, Inc. Tallahassee, FL 32301 Nancy Linnan* Managing Shareholder, Carlton Fields, 215 S. Monroe Street, Suite 500 P.A. Tallahassee, FL 32301-1866 Byron G. Manager of Employee Staffing Services 205 North Scenic Highway, Suite 100 Matteson* Company Frostproof, Florida 33843 Cynthia Matteson* Director, Atlantic Blue Trust, Inc. 122 East Tillman Avenue, Lake Wales, Florida 33853 Rebecca Milligan* Student 116 St. Lawrence Avenue, Worthing, West Sussex BN14 7JL ENGLAND James Seneff* Chairman of the Board and CEO, CNL 450 S. Orange Avenue Financial Group, Inc. Orlando, FL 32801 Robert Viguet* Partner, Thompson Knight LLP 333 Clay Street, Suite 3300 Houston, TX 77002 Yvonne Bunce Corporate Secretary, Atlantic Blue 122 East Tillman Avenue, Lake Wales, Florida 33853 Trust, Inc. Eric Dana Chief Financial Officer, Atlantic Blue 122 East Tillman Avenue, Lake Wales, Florida 33853 Trust, Inc. Kevin O'Leary Treasurer, Atlantic Blue Trust, Inc. 122 East Tillman Avenue, Lake Wales, Florida 33853 Lisa Jensen Chief Operating Officer, Atlantic Blue 122 East Tillman Avenue, Lake Wales, Florida 33853 Trust, Inc. - ----------------------- * Director of Atlantic Blue Trust, Inc.
Page 8 of 8 Pages SCHEDULE 2-B ALICO HOLDING, LLC Managers The name, present principal occupation, and business address of each manager of Alico Holding, LLC are set forth below.
Name Principal Occupation Business Address ---- -------------------- ---------------- Kristine Eppes Office Manager 2215-B Renaissance Drive Suite 5 Las Vegas, Nevada 89119 JD Alexander President, Atlantic Blue Trust, Inc. 122 East Tillman Avenue, Lake Wales, Florida 33853 Yvonne Bunce Corporate Secretary, Atlantic Blue 122 East Tillman Avenue, Lake Wales, Florida 33853 Trust, Inc. Kevin O'Leary Controller, Atlantic Blue Trust, Inc. 122 East Tillman Avenue, Lake Wales, Florida 33853
EX-99 2 abtexh99_9.txt EXHIBIT 99.9 Exhibit 99.9 Atlantic Blue Trust, Inc. 122 East Tillman Avenue Lake Wales, Florida 33853 Phone: 863-679-9595 Fax: 863-678-0934 September 29, 2006 Board of Directors of Alico, Inc. Alico, Inc. P.O. Box 338 LaBelle, FL 33977 Directors: Atlantic Blue Trust, Inc. ("ABT") remains fully supportive of reasonable and appropriate governance standards and practices as we indicated to you in our letter of March 18, 2005 (copy attached). In this regard, ABT would like to advise the Board of Directors of Alico, Inc. ("Alico") of certain ABT commitments to Alico to take effect following the normal date for Alico's 2007 annual shareholders meeting. Following such date, ABT commits that unless and until ABT has given Alico 30 days prior written notice, ABT will: 1. 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. 2. Not acquire, through open market or private purchases, more than 55% of Alico's outstanding common stock on a fully diluted basis. 3. Not 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. Keep separate the Chairman and CEO, President and CFO of Alico and the Chairman and CEO, President and CFO of ABT, so that the top executive officer at each company is a different individual. Page 2 September 29, 2006 Board of Directors of Alico, Inc. Alico agrees to do everything reasonable and appropriate so as to slate and support the election to its Board of Directors of an individual proposed by ABT. At this time, ABT would like to propose Mr. Robert Viguet to serve on the Board of Alico and hereby requests that he be elected to the Board of Alico immediately and be slated for election as a director of Alico at the 2007 annual shareholders meeting. Alico hereby agrees to do so and to waive the relevant provision of ABT's letter of March 18, 2005 for this purpose. In accordance with the applicable rules and regulations of the United States Securities and Exchange Commission, ABT will disclose the contents of this letter agreement in an Amendment to its Schedule 13D. Sincerely, ATLANTIC BLUE TRUST, INC. By: /s/ J.D. Alexander ---------------------------------- J.D. Alexander President and Chief Executive Officer Accepted and agreed to: ALICO, INC. By: /s/ Dan L. Gunter ---------------------------------- Dan L. Gunter President and Chief Operating Officer 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. Continued ..... 2 March 18, 2005 Board of Directors of Alico, Inc. 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 -----END PRIVACY-ENHANCED MESSAGE-----