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. 13)*

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
P.O. Box 1318
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
155 North Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700

December 3, 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. o

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)  o
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
OO, BK, WC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS      o
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          o
 
 
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 8 Pages
 

 
1
 
NAME OF REPORTING PERSON
ALICO HOLDING, LLC
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
OO, BK, WC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS      o
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          o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6% (See Item 5)
 
14
 
 
TYPE OF REPORTING PERSON
OO


 

 


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

This Amendment No. 13 (this “Amendment No. 13”) 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; Amendment No. 10, filed on October 1, 2008; Amendment No. 11, filed on January 20, 2009 and Amendment No. 12, filed on February 13, 2009 (as amended, the “Schedule 13D”). Except as indicated in this Amendment No. 13, 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 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

ABG has issued a letter to the Issuer’s Board of Directors, dated December 3, 2009, which sets forth certain commitments ABG has made with respect to certain corporate governance standards and practices. A copy of the letter is attached hereto as exhibit 99.15 and incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer.

               Subsections (a), (b), and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) According to the Issuer’s quarterly report on Form 10-Q for the fiscal period ended June 30, 2009, as filed with the Securities and Exchange Commission on August 10, 2009, there were 7,370,043 shares of Common Stock issued and outstanding as of August 2, 2009. As of December 4, 2009, 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:
 
JD Alexander, the President and Chief Executive Officer of ABG and a director of ABG and the Issuer, beneficially owns 2,141 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock);

 

 
 
Page 5 of 8 Pages
 
 
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 and the Issuer, beneficially owns 5,255 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).
 
(b) The Reporting Persons possess shared power to direct the voting and disposition of the shares of Common Stock held in the aggregated thereby.
 
JD Alexander, the President and Chief Executive Officer of ABG and a director of ABG and the Issuer, has sole power to direct the voting and disposition of the 2,141 shares of Common Stock that he holds;
 
Baxter Troutman, a director of ABG, has sole power to direct the voting and disposition of the 600 shares of Common Stock that he holds;
 
Robert Viguet, a director of ABG and the Issuer, has sole power to direct the voting and disposition of the 5,255 shares of Common Stock that he holds; and
 
Laura Grace Alexander, a director of ABG, has sole power to direct the voting and disposition of the 100 shares of Common Stock that she holds.
 
 (c) Except as described below, to the knowledge of the Reporting Persons, no Disclosed Person has engaged in any transactions in Common Stock during the past 60 days:

On October 9, 2009, JD Alexander, the President and Chief Executive Officer of ABG and a director of ABG and the Issuer, received an award of 447 shares of Common Stock at $30.18 per share representing fees for service as a director of the Issuer.

On October 9, 2009, Robert Viguet, a director of ABG and the Issuer, received an award of 447 shares of Common Stock at $30.18 per share representing fees for service as a director of the Issuer.
 
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:

 
99.15
Letter to Board of Directors of Alico, Inc., dated December 3, 2009.


 

 

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: December 4, 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, P.O. Box 1318,
Lake Wales, Florida 33853
 
Laura Grace Alexander
Educator
122 East Tillman Avenue, P.O. Box 1318,
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
 
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
Former Manager at Labor Solutions, Inc.
122 East Tillman Avenue, P.O. Box 1318,
Lake Wales, Florida 33853
 
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
 
Ben R. Adams, Jr.
Chief Financial Officer of Atlantic Blue Group, Inc.
122 East Tillman Avenue, P.O. Box 1318,
Lake Wales, Florida 33853
 
Bruce Bachman
VP Warehousing & Logistics of Atlantic Blue Group, Inc.
122 East Tillman Avenue, P.O. Box 1318,
Lake Wales, Florida 33853
 
Ken Smith
VP Ag Operations of Atlantic Blue Group, Inc.
122 East Tillman Avenue, P.O. Box 1318,
Lake Wales, Florida 33853
 
Yvonne Bunce
Corporate Secretary of Atlantic Blue Group, Inc.
122 East Tillman Avenue, P.O. Box 1318,
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, P.O. Box 1318,
Lake Wales, Florida 33853
 
Yvonne Bunce
Corporate Secretary of Atlantic Blue Group, Inc.
122 East Tillman Avenue, P.O. Box 1318,
Lake Wales, Florida 33853
 
Ben R. Adams, Jr.
Chief Financial Officer of Atlantic Blue Group, Inc.
122 East Tillman Avenue, P.O. Box 1318,
Lake Wales, Florida 33853