-----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, QCKQ/nhTxVscYfU8qtx5rPZKBwtsLdzabIFWXqCFfNN5IduVYiDSPaFZraDjiX45 KHRrSEf3tbTJrfpEyBc1Pw== 0000924781-09-000002.txt : 20091117 0000924781-09-000002.hdr.sgml : 20091117 20091116180734 ACCESSION NUMBER: 0000924781-09-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091117 DATE AS OF CHANGE: 20091116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLANK BARRY W CENTRAL INDEX KEY: 0000924781 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: P O BOX 32056 CITY: PHOENIX STATE: AZ ZIP: 85064 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ML MACADAMIA ORCHARDS L P CENTRAL INDEX KEY: 0000792161 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990248088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62439 FILM NUMBER: 091188573 BUSINESS ADDRESS: STREET 1: 828 FORT STREET SUITE 205 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085434133 MAIL ADDRESS: STREET 1: 828 FORT STREET CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: MAUNA LOA MACADAMIA PARTNERS LP DATE OF NAME CHANGE: 19920703 SC 13D 1 bwb13d.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _) ML Macadamia Orchards LP (Name of Issuer) Class A Units (Title of Class of Securities) 55307U 10 7 (CUSIP Number) Barry W. Blank 2777 Paradise Road Las Vegas, Nevada 89019 (702) 425-5262 _____________________________________________________ (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) October 20, 2009 (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box 0. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Barry W. Blank Living Trust ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) 0 (b) 0 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) [PF] 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 0 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona NUMBER OF 7 SOLE VOTING POWER 582,250 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 582,250 WITH: 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 582,250 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 0 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.76% 14 TYPE OF REPORTING PERSON (See Instructions) OO ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Class A Units (the Units), without par value, of ML Macadamia Orchards LP, which has its principal office at 26-238 Hawaii Belt Road, Hilo, Hawaii 96720. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed the Barry W. Blank Living Trust. Barry W. Blank is the sole trustee and the sole beneficiary of the Barry W. Blank Living Trust. (b) 2777 Paradise Road, Las Vegas, Nevada 89109. (c) Barry W. Blank is a broker employed by Cantone Research at 2777 Paradise Road, Las Vegas, Nevada 89109. (d) Barry W. Blank has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Barry W. Blank has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Barry W. Blank Living Trust was organized under the laws of the State of Arizona and Barry W. Blank is a citizen of the USA. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Personal funds were used to purchase the Units. ITEM 4. PURPOSE OF TRANSACTION. The Barry W. Blank Living Trust has purchased the Units for investment. Barry W. Blank has asked the general partner of ML Macadamia Orchards LP if he could be elected to the general partner?s board of directors. Neither the Barry W. Blank Living Trust nor Barry W. Blank has any plan or proposal which relates to, or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Except as noted above, any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Barry W. Blank Living Trust beneficially owns 582,250 Units. Based on the number of units reported as outstanding in ML Macadamia Orchards LP?s 10-K, filed with the Securities and Exchange on March 30, 2009, this represents 7.76% of the outstanding Units. (b) The number of Units as to which Barry W. Blank, as the Trustee of the Barry W. Blank Living Trust, has: (i) sole power to vote or to direct the vote: 582,250 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose of or to direct the disposition of: 569,179 (iv) shared power to dispose of or to direct the disposition of: 0 (c) The Barry W. Blank Living Trust has had the following transactions in the units during the 60 days prior to the date hereof: Date Transaction Price Units 10/14/2009 Bought 2.17 500 10/14/2009 Bought 2.25 1,677.00 10/16/2009 Bought 2.15 300 10/19/2009 Bought 2.25 10,100.00 10/20/2009 Bought 2.25 11,400.00 10/21/2009 Bought 2.25 243 10/22/2009 Bought 2.25 300 10/23/2009 Bought 2.25 2,657.00 10/26/2009 Bought 2.25 800 10/28/2009 Bought 2.25 941 10/29/2009 Bought 2.25 5,358.00 10/30/2009 Bought 2.25 18,693.00 11/2/2009 Bought 2.25 6,450.00 11/3/2009 Bought 2.25 2,233.00 11/4/2009 Bought 2.25 8,577.00 11/5/2009 Bought 2.25 1,000.00 11/6/2009 Bought 2.25 129,271.00 11/9/2009 Bought 2.23 3,321.00 11/10/2009 Bought 2.23 8,539.00 11/11/2009 Bought 2.23 2,462.00 11/12/2009 Bought 2.23 502 11/13/2009 Bought 2.23 1,200 11/16/2009 Bought 2.23 13,071 (d) Only The Barry W. Blank Living Trust is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Units owned by the Barry W. Blank Living Trust. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 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. Date: November 16, 2009 Barry W. Blank Living trust Barry W. Blank, Trustee Page 6 of 8 Pages SCHEDULE 13D CUSIP No. 55307U 10 7 - 2 - CUSIP No. 55307U 10 7 -----END PRIVACY-ENHANCED MESSAGE-----