SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 11)*

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 Group, 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
 
January 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), 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 8 Pages)
______________

*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 8 Pages
 

 
1
 
NAME OF REPORTING PERSON
ATLANTIC BLUE GROUP, INC.
 
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
3,725,457 (See Item 5)
 
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)
50.5% (See Item 5)
 
14
 
 
TYPE OF REPORTING PERSON
CO
 



 
 

 


 
CUSIP No. 016230 10-4
 
 
13D
 
 
Page 3 of 8 Pages
 

 
1
 
NAME OF REPORTING PERSON
ALICO HOLDING, LLC
 
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
3,725,457 (See Item 5)
 
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)
50.5% (See Item 5)
 
14
 
 
TYPE OF REPORTING PERSON
OO


 
 

 


 
CUSIP No. 016230 10-4
 
 
13D
 
 
Page 4 of 8 Pages
 

This Amendment No. 11 (this “Amendment No. 11”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on March 2, 2004 (the “Schedule 13D”), by Atlantic Blue Group, Inc., f/k/a Atlantic Blue Trust, Inc., a Florida corporation (“ABG”), and Alico Holding, LLC, a Nevada limited liability company (“Holding”), 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; Amendment No. 6, filed on May 4, 2006; Amendment No. 7, filed on May 18, 2006; Amendment No. 8, filed on October 5, 2006; Amendment No. 9, filed on July 31, 2008 and Amendment No. 10, filed on October 1, 2008 (as amended, the “Schedule 13D”). Except as indicated in this Amendment No. 11, 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 2.
Identity and Background


The second paragraph of Item 2 is amended and restated in its entirety as follows:

(a) – (c), (f) The name and place of organization of each Reporting Person is herein incorporated by reference to the responses to Items 1 and 6 on the cover page provided for each respective Reporting Person. The name, address and principal occupation, as applicable, of each director or executive officer of each Reporting Person (each, a “Disclosed Party” and collectively, the “Disclosed Parties”) is set forth on Schedules 2-A and 2-B hereto. To the knowledge of the Reporting Persons, each of the Disclosed Parties is a citizen of the United States of America.

Item 5.
Interest in Securities of the Issuer.


Subsection (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) According to the Issuer’s annual report on Form 10-K for the fiscal year ended September 30, 2008, as filed with the Securities and Exchange Commission on December 15, 2008, there were 7,377,106 shares of Common Stock issued and outstanding as of December 12, 2008. As of January 20, 2009, the Reporting Persons beneficially own, directly or indirectly, an aggregate of 3,725,457 shares of Common Stock (representing approximately 50.5% 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 ABG, beneficially owns 3,000 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock);
 
Baxter Troutman, a director of ABG, beneficially owns 600 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock);
 
Robert Viguet, a director of ABG, beneficially owns 3,064 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock); and
 
Laura Grace Alexander, a director of ABG, beneficially owns 100 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock).
 

 
 

 


 
Page 5 of 8 Pages

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 as follows:

On November 20, 2008, Holdings and Farm Credit of Southwest Florida, ACA entered into the First Amendment to the Stock Pledge Agreement to pledge an additional 200,090 shares of Common Stock. Under the Stock Pledge Agreement, as amended, a total of 1,000,090 shares of Common Stock have been pledged.


 
Item 7.
Material to be Filed as Exhibits.


Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following item at the end of Item 7:

 
99.12
First Amendment to Stock Pledge Agreement, dated November 20, 2008, by and between Alico
Holding, LLC and Farm Credit of Southwest Florida, ACA



 
 

 

Page 6 of 8 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: January 20, 2009

 
ATLANTIC BLUE GROUP, 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 7 of 8 Pages
 
SCHEDULE 2-A
 
 
ATLANTIC BLUE GROUP, INC.
 
Directors and Executive Officers
 
The name, present principal occupation, and business address of each director and executive officer of Atlantic Blue Group, Inc. are set forth below.
 
 
Name
 
 
Principal Occupation
 
 
Business Address
 
JD Alexander
President of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853
Laura Grace Alexander
Educator
122 East Tillman Avenue, Lake Wales, Florida 33853
Wayne Britt
Retiree and former Chief Executive Officer of Tyson Foods, Inc.
2669 N. Sherwood Lane, Fayetteville, Arkansas 72703
Luke Clark
London Projects Manager of an Educational Non-Profit Organization
116 St. Lawrence Avenue, Worthing, West Sussex, BN 147JL England
John Doxsie
President of United Sugars Corporation
7401 Metro Blvd, Suite 350
Edina, Minnesota 55439
J. Andrew Kerner
Former Executive Vice President of Centex Corporation and employee of Texas Habitat for Humanity and Affordable Housing Partners
4514 Travis Street, Suite 350, Dallas, Texas 75205
Mike J. Lafitte
President of Institutional & Corporate Services at CB Richard Ellis Group, Inc.
2001 Ross Avenue, Suite 3400, Dallas, Texas 75201
Nancy Linnan
Managing Shareholder of Carlton Fields, P.A.
215 S. Monroe Street, Suite 500
Tallahassee, Florida 32301
Byron G. Matteson
Manager at Labor Solutions, Inc.
212 SE 1st Street, Winter Haven, Florida 33884
Baxter Troutman
Chief Executive Officer of Labor Solutions, Inc.
212 SE 1st Street, Winter Haven, Florida 33884
Robert Viguet
Partner of Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas 77002
Yvonne Bunce
Corporate Secretary of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853
Ben R. Adams, Jr.
Chief Financial Officer of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853
Kevin O’Leary
Assistant Treasurer of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853
Lisa Jensen
Chief Operating Officer of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853
 

 

 
 

 

 
Page 8 of 8 Pages
 
SCHEDULE 2-B
 
 
ALICO HOLDING, LLC
 
Managers
 
The name, present principal occupation, and business address of each manager of Alico Holding, LLC are set forth below.
 
 
Name
 
 
Principal Occupation
 
 
Business Address
 
Kristine Eppes
Office Manager of Alico Holding, LLC
2215-B Renaissance Drive, Suite 5
Las Vegas, Nevada 89119
JD Alexander
President of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853
Yvonne Bunce
Corporate Secretary of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853
Ben R. Adams, Jr.
Chief Financial Officer of Atlantic Blue Group, Inc.
122 East Tillman Avenue, Lake Wales, Florida 33853