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
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. 20)
MGP
Ingredients, Inc.
(Name of
Issuer)
Common
Stock, No Par Value
(Title of
Class of Securities)
55302G
103
(CUSIP
number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
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).
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CUSIP
No. 55302G103
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13G
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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.
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MGP Ingredients,
Inc.
Employee Stock Ownership
Plan
48-6107197
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(2) Check
the appropriate box if a member of a Group (See Instructions)
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(a) [ ]
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(b) [X]
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(3) SEC
Use Only
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(4) Citizenship
or Place of Organization
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Kansas.
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Number
of Shares
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(5)
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Sole
Voting Power
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0
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Beneficially
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Owned
by Each
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(6)
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Shared
Voting Power
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1,239,422
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Reporting
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Person
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(7)
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Sole
Dispositive Power
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0
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With
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(8)
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Shared
Dispositive Power
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1,239,422
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(9) Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,239,422
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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)
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7.2%
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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:
Cray Business Plaza
100 Commercial
Atchison,
Kansas 66002
Item
2(a). Name of Person Filing:
MGP Ingredients, Inc.
Employee Stock Ownership
Plan
Item
2(b). Address of Principal Business Office or, if None,
Residence:
Cray Business Plaza
100 Commercial
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:
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(f)
[X] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F)
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Item
4. Ownership.
The following information is provided
as of December 31, 2008:
(a) Amount Beneficially
Owned: 1,239,422
(b) Percent of Class, based
on 17,229,893 shares outstanding:
7.2%
Page 4 of
5
(c) Number of Shares as to
Which Such Person has:
(i) Sole power to vote or to
direct the vote: 0
(ii) Shared power to vote or
direct the vote: 1,239,422
(iii) Sole power to dispose or to
direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 1,239,422
The MGP
Ingredients, Incl Employee Stock Ownership Plan disclaims beneficial ownership
in all of the above-referenced shares.
The
reporting person is the stock ownership plan of MGP Ingredients,
Inc. The Employee Stock Ownership Plan is managed by four Trustees
consisting of Timothy W. Newkirk, Randy M. Schrick, Robert Zonneveld and Dave
Rindom, all of whom are employees of MGP Ingredients, Inc. and all of whom have
addresses at Cray Business Plaza, 100 Commercial, Atchison, Kansas
66002.
The
Trustees of the Plan are obligated to vote the shares which are allocated to
participants (1,239,422 shares at December 31, 2008) in accordance with
instructions given by such participants. Unallocated shares (0 shares
at December 31, 2008) 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.
MGP
INGREDIENTS, INC..
EMPLOYEE
STOCK OWNERSHIP PLAN
Date: February
12, 2009
By: /s/
Timothy W. Newkirk
Timothy
W. Newkirk, Trustee and Member of the Administrative
Committee