SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
MGP Ingredients, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
55302G 103
(CUSIP number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] 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 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 ("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. 55302G103 13G Page 2 of 5 Pages
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(1) Names of reporting Persons; S.S. or I.R.S. Identification Nos. of Above
Persons.
Midwest Grain Products, Inc.
Employee Stock Ownership Plan
48-6107197
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(2) Check the appropriate box if a member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Citizenship or Place of Organization Kansas.
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Number of Shares (5) Sole Voting Power 5,300
Beneficially --------------------------------------------------------
Owned by Each (6) Shared Voting Power 712,634
Reporting --------------------------------------------------------
Person (7) Sole Dispositive Power 5,300
With --------------------------------------------------------
(8) Shared Dispositive Power 712,634
--------------------------------------------------------
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
717,934
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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(11) Percent of Class Represented by Amount in Row (9) 8.95%
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(12) Type of Reporting Person (See Instructions) EP
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Page 3 of 5
Item 1(a). Name of Issuer:
MGP Ingredients, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1300 Main Street
Atchison, Kansas 66002
Item 2(a). Name of Person Filing:
Midwest Grain Products, Inc.
Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if None, Residence:
1300 Main Street
Atchison, Kansas 66002
Item 2(c). Citizenship:
Kansas
Item 2(d). Title of Class of Securities:
Common Stock, No Par Value
Item 2(e). CUSIP Number:
55302G 103
Item 3. If this Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(f) [X] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F)
Item 4. Ownership.
The following information is provided as of December 31, 2002:
(a) Amount Beneficially Owned:
717,934
(b) Percent of Class, based on 8,015,294 shares outstanding:
8.95%
Page 4 of 5
(c) Number of Shares as to Which Such Person has:
(i) Sole power to vote or to direct the vote:
5,300
(ii) Shared power to vote or direct the vote:
712,634
(iii) Sole power to dispose or to direct the disposition of:
5,300
(iv) Shared power to dispose or to direct the disposition of:
712,634
The Midwest Grain Products Employee Stock Ownership Plan disclaims
beneficial ownership in all of the above-referenced shares.
The reporting person is the principal stock ownership plan of MGP
Ingredients, Inc. The Employee Stock Ownership Plan and each of the subsidiary
employee stock ownership plans are managed by five Trustees consisting of
Laidacker M. Seaberg, Dave Wilber, Randy M. Schrick, Brian Cahill and Dave
Rindom, all of whom are employees of MGP Ingredients, Inc. and all of whom have
addresses at 1300 Main Street, Atchison, Kansas 66002. The other MGP
Ingredients, Inc. employee stock ownership plan, which is also managed by the
five Trustees, and whose shareholdings are included in the 717,934 shares
mentioned above, is the Illinois Non Union ESOP.
The Trustees of the Plans are obligated to vote the shares which are
allocated to participants (712,634 shares at December 31, 2002) in accordance
with instructions given by such participants. Unallocated shares (5,300 shares
at December 31, 2002) are voted by the Trustees.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable
Page 5 of 5
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
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 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.
MIDWEST GRAIN PRODUCTS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Date: February 13, 2003
By: /s/ Laidacker M. Seaberg
Laidacker M. Seaberg, Trustee
and Member of the Administrative
Committee