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. 7)(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
May 12, 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 9 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 9 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 8 SHARED VOTING POWER
EACH 3,725,457 (See Item 5)
REPORTING _______________________________________________
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)
50.6% (See Item 5)
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_______________________________________________________________________________
_______________________________________________________________________________
CUSIP No. 016230 10-4 13D Page 3 of 9 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)
50.6% (See Item 5)
_______________________________________________________________________________
TYPE OF REPORTING PERSON
14 OO
_______________________________________________________________________________
_______________________________________________________________________________
CUSIP No. 016230 10-4 13D Page 4 of 9 Pages
--------------------------------------------------------------------------------
This Amendment No. 7 (this "Amendment No. 7") 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 and Amendment No. 6 ("Amendment No. 6") filed on May 4, 2006 (as amended,
the "Schedule 13D"). Except as indicated in this Amendment No. 7, 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 3. Source and Amount of Funds or Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding
the following paragraph at the end of Item 3:
Between April 29, 2006 and May 17, 2006, Holding purchased 97,241
shares of Common Stock for an aggregate purchase price of $5,559,352 (excluding
brokerage commissions).
The source of funds for such purchases was working capital and
borrowings under the Commercial Note, dated May 5, 2006, by ABT, Tri-County
Grove, LLC, Blue Head Ranch, LLC, and Holding, as borrowers (the "Borrowers"),
in favor of SunTrust Bank, as lender (the "Commercial Note"). As previously
disclosed in Amendment No. 6, the Commercial Note is intended to replace the
$10,000,000 revolving line of credit previously provided by SunTrust Bank.
The Commercial Note provides for a $20,000,000 revolving line of
credit. Borrowings under the Commercial Note bear interest at Sun Trust Bank's
LIBOR rate plus 1.15%. The Commercial Note is available for business, commercial
and investment purposes, including additional purchases of Common Stock. The
Commercial Note terminates on April 5, 2008. As of May 17, 2006, an aggregate of
$10,147,000 was outstanding under the Commercial Note.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The responses to Items 7 through 13 on the cover page provided for each
Reporting Person that relate to the beneficial ownership of the Common Stock are
incorporated herein by reference.
(a) According to the Issuer's quarterly report on Form 10-Q for the
quarterly period ended February 28, 2006, as filed with the Securities and
Exchange Commission on April 10, 2006, there were 7,367,369 shares of Common
Stock issued and outstanding as of April 7, 2006.
The Reporting Persons beneficially own, directly or indirectly, an
aggregate of 3,725,457 shares of Common Stock (representing approximately 50.6%
of the outstanding shares of Common Stock), all of which are directly owned by
Holding.
Except as described below, to the knowledge of the Reporting Persons,
no Disclosed Party beneficially owns any shares of Common Stock. Based on
information provided by the applicable Disclosed Party:
John Doxsie, a director of ABT, beneficially owns 3,000 shares of
Common Stock (representing less than 0.1% of the outstanding shares of Common
Stock);
Page 5 of 9 Pages
Flagler Holdings, Inc ("Flagger") beneficially owns 2,900 shares of
Common Stock (representing less than 0.1% of the outstanding shares of Common
Stock). Cliff Hinkle, a director of ABT, is the Chief Executive Officer,
Chairman and a shareholder of Flagler;
Cynthia Matteson, a director of ABT, beneficially owns 500 shares of
Common Stock (representing less than 0.1% of the outstanding shares of Common
Stock); and
Laura Grace Alexander, a director of ABT, beneficially owns 100 shares
of Common Stock (representing less than 0.1% of the outstanding shares of Common
Stock).
(b) The Reporting Persons possess shared power to direct the voting and
disposition of the shares of Common Stock held in the aggregate thereby.
Based on information provided by the applicable Disclosed Party:
John Doxsie, a director of ABT, has sole power to direct the voting and
disposition of the 3,000 shares of Common Stock that he holds;
Cliff Hinkle, a director of ABT, has shared power to direct the voting
and disposition of the shares of Common Stock that are held by Flagler.
Such power is shared with Wayne C. Watters, President and Secretary of
Flagler. The business address of Flagler and Mr. Watters is 111 S
Monroe St., Suite 2000B, Tallahassee, FL 32301. Mr. Watters is Chief
Operations Officer of the Cassidy Organization, 250 Avenue K SW,
Winterhaven, FL 33880. During the past five years, Mr. Watters has not
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) nor has he 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. Mr. Watters is a citizen of the
United States;
Cynthia Matteson, a director of ABT, has sole power to direct the
voting and disposition of the 500 shares of Common Stock that she
holds; and
Laura Grace Alexander, a director of ABT, has sole power to direct the
voting and disposition of the 100 shares of Common Stock that she
holds.
(c) Schedule 5-C attached hereto sets forth all transactions by the
Reporting Persons in Common Stock from April 29, 2006 through May 17, 2006.
Unless otherwise indicated on Schedule 5-C, all such transactions were purchases
by Holding through open market transactions. Information relating to
transactions by the Reporting Persons in Common Stock for the 60 day period
ended April 28, 2006 is contained in Amendment No. 6.
Except as described below, to the knowledge of the Reporting Persons,
no Disclosed Party has engaged in any transactions in Common Stock during the
past 60 days:
On April 7, 2006, Laura Grace Alexander, a director of ABT, sold 200
shares of Common Stock for $44.837 per share in an open market
transaction.
Page 6 of 9 Pages
(d) Not applicable with respect to the Reporting Persons, nor to the
knowledge of the Reporting Persons, to any Disclosed Party.
(e) Not applicable.
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:
Six hundred thousand shares of Common Stock are pledged to SunTrust
Bank in connection with the Commercial Note.
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:
99.7 Commercial Note, dated May 5, 2006, by Atlantic Blue Trust,
Inc., Tri-County Grove, LLC, Blue Head Ranch, LLC, and Alico
Holding LLC, as borrowers, in favor of SunTrust Bank, as
lender
99.8 Security Agreement, dated May 5, 2006, by and between Alico
Holding LLC and SunTrust Bank
Page 7 of 9 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: May 18, 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 8 of 9 Pages
SCHEDULE 5-C
Securities Acquired
Transaction ----------------------------
Date Per Share
Amount Price
------------------------------------------
5/1/2006 400 $50.0600
5/1/2006 100 $50.1200
5/1/2006 128 $50.1500
5/1/2006 100 $50.1600
5/1/2006 200 $50.2000
5/1/2006 200 $50.2100
5/1/2006 224 $50.3800
5/1/2006 300 $50.4500
5/1/2006 55 $50.5900
5/1/2006 552 $50.6000
5/1/2006 1 $51.0000
5/2/2006 100 $51.1900
5/2/2006 100 $51.2100
5/2/2006 766 $51.2200
5/2/2006 100 $51.2400
5/2/2006 300 $51.2900
5/2/2006 296 $51.3000
5/2/2006 100 $51.3300
5/2/2006 834 $51.4000
5/2/2006 100 $51.7600
5/2/2006 67 $51.8500
5/2/2006 1,525 $51.8600
5/2/2006 12 $51.8900
5/4/2006 100 $52.3600
5/4/2006 300 $52.5300
5/4/2006 200 $52.6000
5/4/2006 100 $52.7100
5/4/2006 600 $52.7200
5/4/2006 100 $52.8200
5/4/2006 100 $52.9900
5/4/2006 300 $53.0000
5/4/2006 100 $53.0100
5/4/2006 100 $53.0500
5/4/2006 200 $53.0800
5/4/2006 300 $53.1000
5/4/2006 1,400 $53.4900
5/4/2006 100 $53.7300
5/4/2006 325 $53.8100
5/5/2006 40 $53.8500
5/5/2006 100 $53.9600
5/8/2006 608 $54.9000
5/8/2006 1,200 $54.9600
5/8/2006 100 $55.0100
5/8/2006 200 $55.0200
Page 9 of 9 Pages
SCHEDULE 5-C
Securities Acquired
Transaction ----------------------------
Date Per Share
Amount Price
------------------------------------------
5/8/2006 200 $55.0700
5/8/2006 200 $55.0900
5/8/2006 490 $55.1000
5/8/2006 100 $55.2800
5/8/2006 302 $55.3500
5/8/2006 1,115 $55.4000
5/8/2006 100 $55.4200
5/8/2006 350 $55.4300
5/8/2006 301 $55.7000
5/8/2006 299 $55.7200
5/9/2006 36 $55.6200
5/9/2006 100 $55.6500
5/9/2006 100 $56.2000
5/9/2006 150 $56.2400
5/9/2006 600 $56.4000
5/9/2006 402 $56.4400
5/9/2006 400 $56.4500
5/9/2006 477 $56.6500
5/10/2006 100 $57.8300
5/10/2006 100 $57.9800
5/10/2006 300 $57.9900
5/10/2006 3,211 $58.0000
5/10/2006 7 $58.0500
5/10/2006 1,300 $58.1000
5/10/2006 547 $58.1500
5/11/2006 5 $57.9400
5/11/2006 300 $58.0300
5/11/2006 135 $58.1200
5/11/2006 900 $58.1500
5/11/2006 200 $58.1600
5/11/2006 2,825 $58.2000
5/11/2006 1,200 $58.3000
5/12/2006 67,256 $58.0600*
______________________
* Block trade