SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 26, 2004
_____________________________
ALICO, INC.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Florida 0-261 59-0906081
_____________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Post Office Box 338, La Belle, Florida 33975
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (863) 675-2966
_________________________
Item 5. Other events.
Incorporated by reference is a press release issued by the
Registrant on August 26, 2004, attached as Exhibit 01, describing a
restructuring request proposed by Alico's largest stockholder.
Item 7. Financial Statements and Exhibits.
( c ) Exhibit
Exhibit 01 - Press release announcing request by Atlantic Blue Trust to
consider restructuring Alico while remaining a public company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALICO, INC.
(Registrant)
/s/ W. BERNARD LESTER
August 26, 2004 By________________________________
__________________ W. Bernard Lester, President
Date (Signature)
EXHIBIT INDEX
Exhibit
Number Description
01 Press release issued August 26, 2004
August 26, 2004
FOR IMMEDIATE RELEASE
National Circuit
La Belle, Florida
Alico, Inc. announces request by Atlantic Blue Trust
to consider restructuring Alico while remaining a public company
LA BELLE, Fla., August 26, 2004, Alico, Inc., (Nasdaq: ALCO), a La Belle,
Florida agribusiness company, announced today that Atlantic Blue Trust, Inc.
requested that the Company consider a restructuring of the Company.
Atlantic Blue Trust is the Company's largest stockholder and currently owns
approximately 48 % of Alico's outstanding common stock.
While Atlantic Blue Trust did not propose the specific terms of a transaction,
Atlantic Blue Trust discussed with the Company's Board of Directors the
advisability of combining Atlantic Blue Trust's cattle ranch, citrus
operations and other acreage with Alico's business in an effort to both lower
costs and improve joint operations with Alico remaining a public company.
To facilitate such a possible restructuring, Atlantic Blue Trust urged
consideration of:
* paying a special cash dividend to all Alico stockholders; and
* merging Atlantic Blue Trust with Alico or one of its subsidiaries
with shareholders of Atlantic Blue Trust receiving shares of Alico
common stock in the merger.
The Company also announced that its Board of Directors has formed a special
committee comprised of all of the independent directors to analyze the
possible restructuring with the assistance of outside financial and legal
advisors to be retained by the committee. Alico directors affiliated with
Atlantic Blue Trust or employed by Alico will not participate as Alico
directors in the evaluation of a possible restructuring.
There can be no assurance that any transaction will result from the
discussions with Atlantic Blue Trust, that any such transaction would be
structured in the manner suggested by Atlantic Blue Trust including the
payment of any special dividend or that any such transaction will be
completed.
Atlantic Blue Trust, Inc. is an agribusiness holding company. Its primary
holdings include approximately 48% of the outstanding common stock of Alico,
Inc., Blue Head Ranch, a 62,000 acre cattle ranch located in Highlands
County, Florida and Tri-County Grove, a 2,000 acre citrus operation on 3,000
acres of land located in Highlands and Desoto Counties, Florida.
Alico, Inc. is an agribusiness company operating in Central and Southwest
Florida. The Company owns approximately 141,764 acres of land located in
Collier, Hendry, Lee and Polk Counties. The Company is involved in various
operations and activities including citrus fruit production, cattle ranching,
sugarcane and sod production, and forestry. The Company also leases land for
farming, cattle grazing, recreation, and oil exploration.
Some of the statements in this press release include statements about our
future expectations. Statements that are not historical facts are "forward-
looking statements" for the purpose of the safe harbor provided by Section
21E of the Exchange Act and Section 27A of the Securities Act. These forward-
looking statements are subject to known as well as unknown risks and
uncertainties that may cause actual results to differ materially from our
expectations. Our expectations are based on various factors and assumptions
and reflect only our predictions. Factors that could cause actual results
to differ materially from the forward-looking statements include weather-
related phenomena; product pricing; the timing of land sales; resolution of
the pending tax audit, and quotas, tariffs and other governmental actions.
These and other risks are described in more detail in our most recent Annual
Report on Form 10-K filed with the SEC. The Company undertakes no obligation
to update publicly any forward-looking statements, whether as a result of
future events, new information or otherwise.
Contact: W. Bernard Lester
La Belle, FL
(863) 675-2966