1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ALICO, INC.
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
016230104
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(CUSIP Number)
Donna H. Respress, 700 South Scenic Highway
Frostproof, Florida 33843 (863) 635-2251
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 2001
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(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 which is the subject of this Schedule 13D, and is
filing this Schedule because of ss.ss.240.13d-(e), 240.13d-1f or 240.13d-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 ss.240.13d-7 for other
parties to whom copies are to be sent.
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*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 (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).
(Page 1 of 6 pages)
2
CUSIP NO. 01630104
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(1) NAME OF INDIVIDUAL REPORTING PERSON AND SOCIAL SECURITY NO.
BEN HILL GRIFFIN III
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(SEE INSTRUCTIONS) (B) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF (7) SOLE VOTING POWER 22,064
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH (8) SHARED VOTING POWER 3,577,126
REPORTING
PERSON WITH -----------------------------------------------------
(9) SOLE DISPOSITIVE POWER 22,064
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(10) SHARED DISPOSITIVE POWER 3,577,126
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,599,190
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11)
51.09%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(Page 2 of 6 pages)
3
CUSIP NO. 01630104
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(1) NAME OF ENTITY REPORTING PERSON AND I. R. S. IDENTIFICATION NO.
BEN HILL GRIFFIN, INC.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(SEE INSTRUCTIONS) (B) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
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NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH (8) SHARED VOTING POWER 3,493,777
REPORTING
PERSON WITH -----------------------------------------------------
(9) SOLE DISPOSITIVE POWER
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(10) SHARED DISPOSITIVE POWER 3,493,777
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,493,777
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11)
49.59%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(Page 3 of 6 pages)
4
CUSIP NO. 01630104
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(1) NAME OF ENTITY REPORTING PERSON AND I. R. S.
IDENTIFICATION NO.
BEN HILL GRIFFIN INVESTMENTS, INC.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(SEE INSTRUCTIONS) (B) [ ]
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(3) SEC USE ONLY
-----------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
-----------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
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NUMBER OF (7) SOLE VOTING POWER 3,493,777
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH -----------------------------------------------------
(9) SOLE DISPOSITIVE POWER 3,493,777
-----------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-----------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,493,777
-----------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11)
49.59%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(Page 4 of 6 pages)
5
CUSIP NO. 01630104
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INTRODUCTION
This statement on Schedule 13D (the "STATEMENT") constitutes Amendment
No. 2 to the filing of an original Schedule 13D undertaken by each of Ben Hill
Griffin III ("BHGIII"), Ben Hill Griffin, Inc. ("BHGI") and Ben Hill Griffin
Investments, Inc. ("BHG INVESTMENTS") (collectively the "REPORTING PERSONS"), as
of November 12, 1997, in connection with a transfer by BHGI, a corporation
indirectly controlled by BHGIII, to BHG Investments, a corporation wholly owned
by BHGI, of 3,493,777 shares of the common stock, par value $1.00 per share, of
Alico, Inc., a Florida corporation ("ALICO"), completed on November 5, 1997.
Amendment No. 1 was filed on October 1, 2001 for the principal purpose of
reporting upon the status of a civil suit (The Four Sisters Protectorate, et al
v. Ben Hill Griffin, III, Trustee, Case No. GC-G-0054, Section 81) (the "SUIT")
that had been filed in January 2000 against BHG III by the families of his four
sisters, most of the members of which are beneficiaries of a trust, entitled the
Ben Hill Griffin, Jr. Revocable Intervivos Trust #1 (the "TRUST"). The Suit
sought the imposition of judicial sanctions, including BHG III's removal as
trustee of the Trust, and asserted as grounds for such demands allegations of
over-compensation and receipt of an illegal bonus.
As reported in Amendment No. 1, BHGIII, as trustee, vigorously rejected
such allegations and during pre- trial proceedings obtained orders dismissing
certain claims and striking others. Trial of the Suit commenced on March 26,
2001, but was adjourned three days later by order of the Court imposing
mediation proceedings. On March 29, 2001, after mediation, BHGIII and a
representative of the plaintiffs, joined by their respective counsel, executed a
document, entitled "SETTLEMENT AGREEMENT", which set forth the basic elements of
a settlement of the Suit, contingent upon Internal Revenue Service approval of
the proposed transaction as a tax free split-off, the Court's judicial
termination of the Trust and certain other matters. The terms of the two page
Settlement Agreement were not intended nor sufficient to resolve all specific
items necessary to consummate a settlement of the Suit, but did provide that the
Alico shares then owned by BHG Investments would be utilized in the tax free
split-off, along with other assets, as a means of allocating to the plaintiffs
assets approximating the value of their interests in BHGI, a holding company
wholly owned by the Trust, BHGIII, and the plaintiffs.
Although the Settlement Agreement provided that the split-off was to be
completed on May 1, 2001, the parties were advised by their respective counsel
that such transaction could not be closed without prior receipt of the requested
revenue ruling approving the contemplated tax free split-off, and that, by
reason of the time involved with the preparation, filing and review of the
ruling request, such ruling would likely not be forthcoming for many months.
Although no objection was voiced with respect to such delay, disagreements
between the parties to the Settlement Agreement arose almost immediately
following execution concerning its validity and enforceability, and on May 14,
2001, Harriett G. Harris (BHGIII's sister), George W. Harris, Jr., her spouse,
and their lineal descendants (collectively the HARRIS FAMILY") filed a motion
with the Court seeking to have the Settlement Agreement declared invalid and
unenforceable. This motion in turn caused further negotiation and mediation
among the parties which did not produce any agreement as to whether or how the
Settlement Agreement might be consummated. As a result, BHGIII filed a motion to
enforce the Settlement Agreement which was heard by the Court commencing
Wednesday, October 3, 2001.
The Reporting Persons are filing this Amendment No. 2 together as a
group pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
ITEM 1. SECURITY AND ISSUER
Previous disclosure unchanged
ITEM 2. IDENTITY AND BACKGROUND.
Previous disclosure unchanged
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Previous disclosure unchanged
(Page 5 of 6 pages)
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CUSIP NO. 01630104
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ITEM 4. PURPOSE OF TRANSACTION.
Previous disclosure unchanged
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Previous disclosure unchanged
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On Friday, October 5, 2001, the Polk County Circuit Court
Judge assigned to hear BHG III's motion tentatively ruled in favor of the
Settlement Agreement's validity and enforceability as to all parties, including
the Harris Family. In rendering its ruling, the Court indicated that a final
written order will be issued shortly. The Reporting Persons expect that the
Harris Family will appeal this ruling, once entered in written form by the
Court. Pending the conclusion of such appeal, if filed, BHG III expects to
pursue further negotiations with representatives of the plaintiffs for the
purpose of determining what steps may be needed, in addition to obtaining
Internal Revenue Service approval of the proposed transaction as a tax free
split-off and obtaining any further required Court order, to effect a
consummation of the Settlement Agreement, if ultimately held enforceable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Previous disclosure unchanged
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
/s/Ben Hill Griffin
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Ben Hill Griffin III
BEN HILL GRIFFIN, INC.
By:/s/Ben Hill Griffin III
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Ben Hill Griffin III, Chief Executive Officer
BEN HILL GRIFFIN INVESTMENTS, INC.
By:/s/Ben Hill Griffin III
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Ben Hill Griffin, President
October 8, 2001
(Page 6 of 6 pages)