Page 1 of
6
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
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(Amendment
No. 1)*
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CALAVO
GROWERS, INC.
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(Name
of Issuer)
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COMMON
STOCK, $0.001 PAR VALUE
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(Title
of Class of Securities)
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128246
10 5
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(CUSIP
Number)
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OCTOBER
16, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x Rule
13d-1(c)
o Rule
13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The
information required in 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
(“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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
Page 2
of 6
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1
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NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIMONEIRA
COMPANY
77-0260692
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
CORPORATION
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
665,000
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6
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SHARED
VOTING POWER
N/A
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7
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SOLE
DISPOSITIVE POWER
665,000
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8
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SHARED
DISPOSITIVE POWER
N/A
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,000
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
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12
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TYPE
OF REPORTING PERSON*
CO
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Footnotes
EXPLANATORY
NOTE: This Amendment No. 1 to Schedule 13G amends the Schedule 13G
filed with the Commission on October 27, 2005, as File Number
005-81091.
Page 3
of 6
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Item
1(a)
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Name
of Issuer:
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CALAVO
GROWERS, INC.
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Item
1(b)
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Address
of Issuer’s Principal Executive
Offices:
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1141-A
CUMMINGS ROAD
SANTA
PAULA, CA 93060
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Item
2(a)
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Name
of Person Filing:
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LIMONEIRA
COMPANY
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Item
2(b)
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Address
of Principal Business Office or, if none,
Residence:
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1141
CUMMINGS ROAD
SANTA
PAULA, CA 93060
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Item
2(c)
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Citizenship:
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DELAWARE
CORPORATION
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Item
2(d)
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Title
of Class of Securities:
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COMMON
STOCK, $0.001 PAR VALUE PER SHARE
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Item
2(e)
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CUSIP
Number
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128246 10
5
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Item
3
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
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o
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(a)
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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o
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(b)
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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o
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c)
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o
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(d)
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8)
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o
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(e)
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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Page 4
of 6
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o
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(f)
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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o
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(g)
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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o
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(h)
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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o
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(i)
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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o
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(j)
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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o
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(k)
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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Item
4
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Ownership
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Item
4(a)
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Amount
Beneficially Owned:
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665,000
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Item
4(b)
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Percent
of Class:
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4.6%
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Item
4(c)
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Number
of shares as to which such person
has:
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(i)
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sole
power to vote or to direct the vote
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665,000
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(ii)
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shared
power to vote or to direct the vote
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N/A
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(iii)
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sole
power to dispose or to direct the disposition
of
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665,000
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(iv)
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shared
power to dispose or to direct the disposition
of
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N/A
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Item 5
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Ownership of Five Percent or
Less of a Class: If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the class of
securities, check the following x.
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of 6
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Item
6
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Ownership
of More than Five Percent on Behalf of Another
Person:
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N/A
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Item
7
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
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N/A
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Item
8
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Identification
and Classification of Members of the
Group:
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N/A
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Item
9
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Notice
of Dissolution of Group:
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N/A
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Page 6
of 6
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Item
10
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
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Dated: OCTOBER 30,
2009
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By:
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/s/ DON P. DELMATOFF | |
| Name: | DON P. DELMATOFF | ||
| Title: | VICE PRESIDENT, FINANCE AND ADMINISTRATION | ||