============================
OMB APPROVAL
============================
OMB Number: 3235-0145
============================
Expires: December 31, 2005
============================
Estimated average burden
hours per response. . . 11
============================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)*
CALAVO GROWERS, INC.
- - ---------------------------------------------------------------------------
- -----
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
- - ---------------------------------------------------------------------------
- -----
(Title of Class of Securities)
128246 10 5
---------------------------------------------------------------
(CUSIP Number)
JUNE 11, 2005
- - ---------------------------------------------------------------------------
- -----
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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 ARE TO 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.
SEC 1745 (12-02)
- - -------------------------- ----------------
- -----
CUSIP No. 128246 10 5 13G Page 2 of 6 Pages
- - -------------------------- ----------------
- -----
- - ---------------------------------------------------------------------------
- -----
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
LIMONEIRA COMPANY
77-0260692
- - ---------------------------------------------------------------------------
- -----
2. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b)
[X]
- - ---------------------------------------------------------------------------
- -----
3. SEC USE ONLY
- - ---------------------------------------------------------------------------
- -----
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE CORPORATION
- - ---------------------------------------------------------------------------
- -----
5. SOLE VOTING POWER
1,000,000
NUMBER OF ----------------------------------------------------------
- ---
SHARES
BENEFICIALLY 6. SHARED VOTING POWER N/A
OWNED BY -------------- -------------------------------------------
- ---
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
1,000,000
PERSON WITH: ----------------------------------------------------------
- ---
8. SHARED DISPOSTIVE POWER N/A
- - ---------------------------------------------------------------------------
- -----
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
- - ---------------------------------------------------------------------------
- -----
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
- - ---------------------------------------------------------------------------
- -----
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9%
- - ---------------------------------------------------------------------------
- -----
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- - ---------------------------------------------------------------------------
- -----
- - -------------------------- ----------------
- -----
CUSIP No. 128246 10 5 13G Page 3 of 6
Pages
- - -------------------------- ----------------
- -----
ITEM 1.
(a) Name of Issuer: CALAVO GROWERS, INC.
(b) Address of Issuer's Principal Executive Offices: 1141 A CUMMINGS
ROAD
SANTA PAULA, CA
93060
ITEM 2.
(a) Name of Person Filing: LIMONEIRA COMPANY
(b) Address of Principal Business Office or, if none, Residence: 1141
CUMMINGS ROAD,
SANTA PAULA, CA 93060
(c) Citizenship: DELAWARE CORPORATION
(d) Title of Class of Securities: COMMON STOCK, $0.001 PAR VALUA PER
SHARE
(e) CUSIP Number: 128246 10 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: N/A
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
- - -------------------------- ----------------
- -----
CUSIP No. 128246 10 5 13G Page 4 of 6
Pages
- - -------------------------- ----------------
- -----
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number
and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,000,000
(b) Percent of class: 6.9%
(c) Number of shares as to which the person has:
(d) (i) Sole power to vote or to direct the vote: 1,000,000
(e) (ii) Shared power to vote or to direct the vote: N/A
(f) (iii) Sole power to dispose or to direct the disposition
1,000,000
of:
(g) (iv) Shared power to dispose or to direct the disposition
N/A
of:
ITEM 5. 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 [ ]. N/A
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A
If any other person is known to have the right to receive or the
power
to direct the receipt of dividends from, or the proceeds from the sale of,
such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
THE REPORTING PERSON IS THE INVESTMENT MANAGER OF (I) 033 GROWTH
PARTNERS I, L.P., (II) 033 GROWTH PARTNERS II, L.P., (III) OYSTER POND
PARTNERS,
L.P. AND (IV) 033 GROWTH INTERNATIONAL FUND, LTD. (TOGETHER, THE "FUNDS").
THE
FUNDS OWN, IN THE AGGREGATE, BUT NO FUND INDIVIDUALLY OWNS, MORE THAN 5% OF
THE
CLASS; HOWEVER, EACH FUND HAS THE RIGHT TO RECEIVE DIVIDENDS FROM, OR THE
PROCEEDS FROM THE SALE OF, SUCH SECURITIES.
THE REPORTING PERSON MAY BE DEEMED, FOR PURPOSES OF RULE 13d-3 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, TO BE THE BENEFICIAL OWNER
OF
AN AGGREGATE OF 2,425,728 SHARES, REPRESENTING APPROXIMATELY 8.1% OF THE
OUTSTANDING SHARES OWNED BY THE FUNDS (BASED UPON 30,010,019 SHARES
OUTSTANDING
AS REPORTED ON THE ISSUER'S LATEST AMENDED ANNUAL REPORT ON FORM 10-K/A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2005). THE
REPORTING
PERSON DISCLAIMS ANY ECONOMIC INTEREST OR BENEFICIAL OWNERSHIP OF THE SHARES
COVERED BY THIS STATEMENT.
- - -------------------------- ----------------
- -----
CUSIP No. 128246 10 5 13G Page 5 of 6
Pages
- - -------------------------- ----------------
- -----
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. N/A
If a parent holding company has filed this schedule, pursuant to
Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the
identity and the Item 3 classification of the relevant subsidiary. If a
parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group.
If a
group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A
Notice of dissolution of a group may be furnished as an exhibit
stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is
filed
pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and
(a) 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.
[X]
The following certification shall be included if the statement is
filed
pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and
belief, the securities referred to above were not acquired and
(b) 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.
[ ]
- - -------------------------- ----------------
- -----
CUSIP No. 128246 10 5 13G Page 6 of 6
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.
SEPTEMBER 12, 2005
--------------------------------------------
- --
Date
/s/Don P. Delmatoff
--------------------------------------------
- --
Signature
Lawrence C. Longo, Chief Financial Officer
--------------------------------------------
- --
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed
on behalf of a person by his authorized representative other than an
executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference.
The name and any title of each person who signs the statement shall be typed
or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)