Page 6 of 9 – SEC Filing
Introduction.
This Amendment No. 6 (this Amendment No. 6) amends and supplements the Schedule 13D originally filed
with the Securities and Exchange Commission (the SEC) on November 29, 2013, as amended by Amendment No. 1 filed with the SEC on December 8, 2014, Amendment No. 2 filed with the SEC on January 16, 2015,
Amendment No. 3 filed with the SEC on March 3, 2015, Amendment No. 4 filed with the SEC on March 30, 2015 and Amendment No. 5 filed with the SEC on August 27, 2015 by 734 Investors, LLC, a Delaware limited liability
company (734 Investors), 734 Agriculture, LLC, a Delaware limited liability company (734 Agriculture), Remy W. Trafelet and George R. Brokaw (as amended, the Schedule 13D). Except as indicated
in this Amendment No. 6, all other information set forth in the Schedule 13D remains unchanged and capitalized terms used herein which are not defined herein have the same meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2(b)
(c) of the Schedule 13D is hereby amended and restated as follows:
734 Investors is a Delaware limited liability company, the
principal purpose of which is to hold shares of the Common Stock.
734 Agriculture is a Delaware limited liability company, the principal
purpose of which is to be the managing member of 734 Investors.
Messrs. Trafelet and Brokaw are the managers of 734 Agriculture and serve
as members of the board of directors of the Issuer (the Board).
The present principal occupation of Mr. Brokaw is
a private investor and Executive Vice Chairman of the Issuer. The present principal occupation of Mr. Trafelet is President and Chief Executive Officer of Trafelet Brokaw & Co., LLC, and President and Chief Executive Officer of the
Issuer. The principal business of Trafelet Brokaw & Co., LLC is private investment management.
The principal place of business
address of each of the Reporting Persons is 410 Park Avenue, 17th Floor, New York, New York, 10022.
Item 4. Purpose of Transaction.
This Amendment No. 6 reports (i) the disposition by the Reporting Persons of shares of the Common Stock of the Issuer pursuant to the
Issuers tender offer which closed on October 3, 2018, with shares purchased and consideration paid on October 9, 2018, and (ii) increases in Messrs. Trafelet and Brokaws respective beneficial ownership of the Issuer since
the filing of Amendment No. 5.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
The Issuer filed Amendment No. 3 to its Tender Offer Statement on Schedule TO with the SEC on October 9, 2018 announcing the final
results of the Issuers tender offer (the Tender Offer). On October 9, 2018, the Issuer accepted for purchase, at a price of $34.00 per share, an aggregate of 752,234 shares of the Common Stock of the Issuer that were
validly tendered and not withdrawn in the Tender Offer. Because the Tender Offer was oversubscribed, the number of shares of Common Stock of the Issuer accepted for purchase by the Issuer from each tendering stockholder was prorated, at a proration
factor of approximately 14.17%. The shares of Common Stock of the Issuer accepted for purchase by the Issuer included 525,052 shares of Common Stock tendered by 734 Investors.
As disclosed in the Issuers Offer to Purchase attached to the Issuers Schedule TO filed with the SEC on September 5, 2018, as
amended, 734 Investors and 734 Agriculture, in addition to having sold shares of Common Stock to the Issuer in the Tender Offer, reserves the right to privately negotiate the repurchase by the Issuer of an additional portion of their Common Stock
after the date of this filing to help fund a one-time debt obligation of 734 Investors and 734
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Introduction.
This Amendment No. 6 (this Amendment No. 6) amends and supplements the Schedule 13D originally filed
with the Securities and Exchange Commission (the SEC) on November 29, 2013, as amended by Amendment No. 1 filed with the SEC on December 8, 2014, Amendment No. 2 filed with the SEC on January 16, 2015,
Amendment No. 3 filed with the SEC on March 3, 2015, Amendment No. 4 filed with the SEC on March 30, 2015 and Amendment No. 5 filed with the SEC on August 27, 2015 by 734 Investors, LLC, a Delaware limited liability
company (734 Investors), 734 Agriculture, LLC, a Delaware limited liability company (734 Agriculture), Remy W. Trafelet and George R. Brokaw (as amended, the Schedule 13D). Except as indicated
in this Amendment No. 6, all other information set forth in the Schedule 13D remains unchanged and capitalized terms used herein which are not defined herein have the same meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2(b)
(c) of the Schedule 13D is hereby amended and restated as follows:
734 Investors is a Delaware limited liability company, the
principal purpose of which is to hold shares of the Common Stock.
734 Agriculture is a Delaware limited liability company, the principal
purpose of which is to be the managing member of 734 Investors.
Messrs. Trafelet and Brokaw are the managers of 734 Agriculture and serve
as members of the board of directors of the Issuer (the Board).
The present principal occupation of Mr. Brokaw is
a private investor and Executive Vice Chairman of the Issuer. The present principal occupation of Mr. Trafelet is President and Chief Executive Officer of Trafelet Brokaw & Co., LLC, and President and Chief Executive Officer of the
Issuer. The principal business of Trafelet Brokaw & Co., LLC is private investment management.
The principal place of business
address of each of the Reporting Persons is 410 Park Avenue, 17th Floor, New York, New York, 10022.
Item 4. Purpose of Transaction.
This Amendment No. 6 reports (i) the disposition by the Reporting Persons of shares of the Common Stock of the Issuer pursuant to the
Issuers tender offer which closed on October 3, 2018, with shares purchased and consideration paid on October 9, 2018, and (ii) increases in Messrs. Trafelet and Brokaws respective beneficial ownership of the Issuer since
the filing of Amendment No. 5.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
The Issuer filed Amendment No. 3 to its Tender Offer Statement on Schedule TO with the SEC on October 9, 2018 announcing the final
results of the Issuers tender offer (the Tender Offer). On October 9, 2018, the Issuer accepted for purchase, at a price of $34.00 per share, an aggregate of 752,234 shares of the Common Stock of the Issuer that were
validly tendered and not withdrawn in the Tender Offer. Because the Tender Offer was oversubscribed, the number of shares of Common Stock of the Issuer accepted for purchase by the Issuer from each tendering stockholder was prorated, at a proration
factor of approximately 14.17%. The shares of Common Stock of the Issuer accepted for purchase by the Issuer included 525,052 shares of Common Stock tendered by 734 Investors.
As disclosed in the Issuers Offer to Purchase attached to the Issuers Schedule TO filed with the SEC on September 5, 2018, as
amended, 734 Investors and 734 Agriculture, in addition to having sold shares of Common Stock to the Issuer in the Tender Offer, reserves the right to privately negotiate the repurchase by the Issuer of an additional portion of their Common Stock
after the date of this filing to help fund a one-time debt obligation of 734 Investors and 734