SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
FEBRUARY 25, 2002
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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.
*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)
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 Shares (7) Sole Voting Power 22,064
Beneficially Owned by -------------------------------------------------
Each Reporting Person (8) Shared Voting Power 3,577,126
With -------------------------------------------------
(9) Sole Dispositive 22,064
Power
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(10) Shared Dispositive 3,577,126
Power
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(11) Aggregate Amount Beneficially Owned by Each 3,599,190
Reporting Person
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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 51.09%
(11)
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(14) Type of Reporting Person (See Instructions) IN
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(Page 2 of 6 pages)
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 Shares (7) Sole Voting Power
Beneficially Owned by -------------------------------------------------
Each Reporting Person (8) Shared Voting Power 3,493,777
With -------------------------------------------------
(9) Sole Dispositive
Power
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(10) Shared Dispositive 3,493,777
Power
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(11) Aggregate Amount Beneficially Owned by Each 3,493,777
Reporting Person
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount of Row 49.59%
(11)
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(14) Type of Reporting Person (See Instructions) CO
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(Page 3 of 6 pages)
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
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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
NEVADA
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Number of Shares (7) Sole Voting Power 3,493,777
Beneficially Owned by -------------------------------------------------
Each Reporting Person (8) Shared Voting Power 3,493,777
With -------------------------------------------------
(9) Sole Dispositive
Power
-------------------------------------------------
(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each 3,493,777
Reporting Person
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount of Row 49.59%
(11)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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(Page 4 of 6 pages)
CUSIP NO. 01630104
INTRODUCTION
This statement on Schedule 13D (the "STATEMENT") constitutes Amendment
No. 5 to the filing of an original Schedule 13D undertaken by each of Ben Hill
Griffin III ("BHG III"), 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 BHG III, 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 (the
"ALICO SHARES"). 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, Polk County, Florida
Circuit Court, 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 had 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 such Amendment,
trial of the Suit was commenced in late March 2001, but was suspended shortly
thereafter so that the parties might engage, at the court's direction, in
further mediation. That effort resulted in the execution of a Settlement
Agreement, dated as of March 29, 2001 (the "SETTLEMENT AGREEMENT"). The
Amendment further disclosed the terms of the Settlement Agreement; that, as of
May 14, 2001, Harriett G. Harris (BHG III's sister), George W. Harris, Jr., her
spouse, and their lineal descendants (collectively the HARRIS FAMILY") had filed
a motion with the Court seeking to have the same declared invalid and
unenforceable which, in turn, led BHG III, as trustee, to move for its
enforcement; and that such motion was to be considered by the court in a bench
trial setting commencing on October 3, 2001.
Amendment No. 2 was filed on October 8, 2001 to report that as of
October 5, the court had tentatively ruled in favor of the Settlement
Agreement's validity and enforceability as to all parties, including the Harris
Family, and had indicated that a final written order would be issued at a later
date.
Amendment No. 3 was filed on November 9, 2001 to report that the court
had, on November 2, 2001, issued its written Judgment Enforcing Settlement
Agreement Obtained at Court-Ordered Mediation, which affirmed its oral bench
ruling and ordered the Harris Family to specifically perform the terms of the
Settlement Agreement by acting in good faith and in a timely and reasonable
manner to execute and deliver all documents reasonable necessary to implement
and close the transactions contemplated thereby.
Amendment No. 4 was filed on January 2, 2002 to report that an addendum
to the Settlement Agreement and a separate Alico Separation Agreement had been
entered into and executed by each of B.H.G., Inc., a Florida corporation
controlled by BHG III and comprising the first tier parent of BHGI and the
second tier parent of BHG Investments; BHGI; BHG Investments; BHG III,
individually and as trustee of the Trust; and the Four Sisters Protectorate, and
to describe the relevant terms of each.
The Reporting Persons are filing this Amendment No. 5 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
ITEM 4. PURPOSE OF TRANSACTION.
Previous disclosure unchanged
(Page 5 of 6)
CUSIP NO. 01630104
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Previous disclosure unchanged, except to correct Item 5 of Amendment
No. 1, 2, 3 and 4 to reflect that Ben Hill Griffin III beneficially owns
3,599,190 shares of the common stock of the Issuer, of which 3,493,777 shares
are directly owned by BHG Investments, in which Mr. Griffin has an indirect
controlling interest and shared voting and shared investment power with respect
to such shares; an additional 83,349 shares are directly owned by the Griffin
Family Limited Partnership, a Florida limited partnership of which Mr. Griffin
is a Class A partner and the owner of a controlling interest and with respect to
which he has shared voting and shared investment powers; and 22,064 shares
underlie stock options granted to and currently exercisable by Mr. Griffin,
individually, and with respect to which he is deemed to hold sole voting and
investment powers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Previous disclosure unchanged
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
February 25, 2002
(Page 6 of 6 pages)