1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 1, 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.
*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).
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CUSIP NO. 01630104
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(1) Name of Individual Reporting Person and Social BEN HILL GRIFFIN III
Security No.
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(2) Check the Appropriate Box if a Member of a Group (a)
(See Instructions)
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(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
With (8) Shared Voting Power 3,577,126
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(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 7 pages)
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CUSIP NO. 01630104
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(1) Name of Entity Reporting Person and I. R. S. BEN HILL GRIFFIN, INC.
Identification No.
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(2) Check the Appropriate Box if a Member of a Group (a)
(See Instructions)
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(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
With (8) Shared Voting Power 3,493,777
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(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
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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 49.59%
(11)
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(14) Type of Reporting Person (See Instructions) CO
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(Page 3 of 7 pages)
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CUSIP NO. 01630104
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(1) Name of Entity Reporting Person and I. R. S. BEN HILL GRIFFIN
Identification No. INVESTMENTS, INC.
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(2) Check the Appropriate Box if a Member of a Group (a)
(See Instructions)
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(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 ---------------------------------------------------
With
(8) Shared Voting Power
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(9) Sole Dispositive 3,493,777
Power
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each 3,493,777
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 49.59%
(11)
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(14) Type of Reporting Person (See Instructions) CO
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(Page 4 of 7 pages)
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CUSIP NO. 01630104
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INTRODUCTION
This statement on Schedule 13D (the "STATEMENT") constitutes Amendment
No. 1 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") (each filing person being sometimes
referred to as an "REPORTING PERSON" and all collectively as 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. The Reporting Persons are filing this Amendment No. 1 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 except that, with respect to BHG
Investments, neither Ben Hill Griffin IV, Jefferson C. Barrow, Jr. nor Tamara J.
Christensen remains a director or officer, and BHGIII, an United States citizen
having the same business address as BHG Investments, serves as chairman of its
board of directors and chief executive officer; and with respect to BHGI,
Jefferson C. Barrow, Jr. no longer serves as a director and officer, Lloyd
Hendry, Esq., an United States citizen having the same business address as BHGI,
now serves as a director, BHGIII serves as chairman and chief executive officer
of that company, and Ben Hill Griffin IV now serves as president rather than, as
originally reported, vice-president. Mr. Hendry's principal occupation is that
of a Florida licensed attorney and BHGIII's principal occupation is service as
chairman and chief executive officer of each of BHGI and Alico.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Previous disclosure unchanged
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
In January 2000, the families of the four sisters of BHGIII,
most of the members of whom are beneficiaries of a trust, entitled the Ben Hill
Griffin, Jr. Revocable Intervivos Trust #1 (the "TRUST"), filed suit against
BHGIII in Polk County, Florida Circuit Court (The Four Sisters Protectorate, et
al v. Ben Hill Griffin, III, Trustee, Case No. GC-G-0054, Section 81)*, seeking
to impose judicial sanctions, including his removal as Trustee
(Page 5 of 7 pages)
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* The party filing the suit was described as an informal joint
venture comprised of the sisters of BHGIII and their families and
referred to by its members as the "Four Sisters Protectorate" (the
"FSP.") During all the phases of the litigation one or more individual
members of the FSP stated consistently that they represented all of the
Trust's beneficiaries who were also members of the FSP and carried on
all mediated settlement negotiations on their behalf.
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CUSIP NO. 01630104
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of the Trust based on allegations of over-compensation and receipt of an illegal
bonus. BHGIII, as trustee, vigorously defended the suit and, during pre-trial
proceedings, obtained orders dismissing certain claims and striking others.
Trial commenced on March 26, 2001. Following three full days of trial, the judge
ordered the parties into mediation on the evening of March 28, 2001 and
adjourned the trial pending completion of the mediation process.
On March 29, 2001, after mediation, BHGIII and a
representative of the FSP, joined by their respective counsel, executed a
document entitled "SETTLEMENT AGREEMENT", in large part drafted by the court
appointed mediator, which set forth the basic elements of a settlement of the
suit, contingent upon several events, including Internal Revenue Service
approval of the proposed transaction as a tax free split-off, and the Court's
judicial termination of the Trust. The terms of settlement contained in this
document were set out on two pages, and were not intended, nor were they
sufficient, to resolve all specific items necessary to consummate a settlement
of the suit. The Settlement Agreement provided that the shares of Alico stock
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 FSP assets approximating the
value of their interests in BHGI, a holding company wholly owned by the Trust,
BHGIII, the FSP and its members.
Although the Settlement Agreement provided that the
transaction was to be closed on May 1, 2001, the parties were advised by their
respective counsel that the Settlement Agreement 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. No party to the Settlement Agreement objected to
that timetable or insisted that a closing of its terms occur on May 1, 2001.
Disagreements between the parties to the Settlement Agreement
arose almost immediately following its execution concerning whether it was valid
or enforceable. The bases for these disagreements included: (a) the Harris
Family's** refusal to acknowledge that they were bound by the Settlement
Agreement; (b) the inability of BHGIII and the representatives of the FSP to
determine the quality and quantity of assets that were to be included in the tax
free split-off; (c) the inadvisability, according to tax counsel, of the Trust
termination required by the Settlement Agreement; and (d) the uncertainty of the
steps required to close the Settlement Agreement.
On May 14, 2001, the Harris Family filed a motion with the
Court seeking to have the Settlement Agreement set aside as invalid and
unenforceable. This motion in turn caused further negotiation and mediation
among the parties, which have not as of this date produced any agreement as to
whether or how the Settlement Agreement should be consummated. As a result,
BHGIII filed a motion to enforce the Settlement Agreement which is scheduled to
be heard by the Court commencing Wednesday, October 3, 2001. At this hearing,
the Court will be called upon to decide whether the Settlement Agreement is
enforceable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Previous disclosure unchanged
(Page 6 of 7 pages)
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** The Harris Family consists of Harriett G. Harris, the
sister of BHGIII, her spouse, George W. Harris, Jr., and her lineal
descendants.
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CUSIP NO. 01630104
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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 1, 2001
(Page 7 or 7 pages)