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ALICO, INC.
Post Office Box 338
La Belle, Florida 33975
Notice of Annual Meeting of Stockholders
to be held December 2, 1997
November 10, 1997
To the Stockholders of ALICO, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of ALICO, INC., a Florida corporation (the
"Company"), will be held at the Holiday Inn Select,
13051 Bell Tower Drive, Fort Myers, Florida, at Ten O'Clock
A.M., on Tuesday, December 2, 1997, for the following purposes:
1. To elect nine Directors to serve until the next Annual
Meeting of Stockholders or until their respective successors
have been elected and qualified.
2. To transact such other business as may properly come
before the meeting or any and all adjournments thereof.
Only stockholders of record on the Company's books at the
close of business on October 20, 1997 will be entitled to notice
of, and to vote at, said meeting and any and all adjournments
thereof.
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON BUT WISH
YOUR SHARES TO BE VOTED UPON THE MATTERS TO COME BEFORE IT,
PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND
MAIL IT IN THE ENCLOSED ENVELOPE. POSTAGE IS NOT REQUIRED IF
MAILED IN THE UNITED STATES.
A copy of the Company's Thirty-eighth Annual Report to
Stockholders, dated November 10, 1997, is enclosed herewith.
By Order of the Board of Directors
Beatrice W. Boyle
Secretary
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ALICO, INC.
POST OFFICE BOX 338
LA BELLE, FLORIDA 33975
PROXY STATEMENT
SOLICITATION
November 10, 1997
La Belle, Florida
The Board of Directors of ALICO, INC. (the "Company") hereby
solicits proxies to be used at the Annual Meeting of Stockholders
of the Company to be held on December 2, 1997, and at any and
all adjournments thereof, and this proxy statement is furnished
in connection therewith. Every proxy may be revoked at any time
prior to the exercise thereof by any stockholder giving such
proxy, by giving written notice of revocation to the secretary of
the Company at or before the annual meeting by duly executing a
subsequent proxy relating to the same shares or by attending the
annual meeting. In addition to the use of the mails, directors,
officers and regular employees of the Company may, without
additional compensation, solicit proxies in person or by
telephone, mail or telegraph. All costs of solicitation will be
borne by the Company. Brokerage houses, bankers and others
holding stock in their names or names of nominees or otherwise
will be reimbursed for reasonable out-of-pocket expenses incurred
by them in sending proxies and proxy material to the beneficial
owners of such stock.
It is anticipated that this proxy statement and accompanying
notice, form of proxy card and the Company's Annual Report will
be first sent to the stockholders of the Company on or about
November 10, 1997.
VOTING SECURITIES
The Company has only one class of voting securities
outstanding, its Common Stock, $1 par value per share of which
7,027,827 were outstanding as of October 20, 1997. Each share
entitles the holder thereof to one vote. Only stockholders of
record at the close of business on October 20, 1997 will be
entitled to vote at the meeting or at any and all adjournments
thereof.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS
OF OCTOBER 20, 1997:
(a) Beneficial Ownership of more than 5 percent of Voting
Securities:
_____________________________________________________
The following table sets forth certain information as of
October 20, 1997, relating to the beneficial ownership of shares
of Common Stock of the Company by any person known to the Company
to be the beneficial owner of more than five percent (5%) of the
Common Stock of the Company. To the best knowledge of the
Company, there are no other persons who own beneficially more
than five percent (5%) of the Company's Common Stock.
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NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
____________________ ____________________ __________
Ben Hill Griffin, Inc. 3,493,777 Shares-direct (1) 49.71
P. O. Box 127
Frostproof, FL 33843
______________
(1) Mr. Ben Hill Griffin, III, beneficial owner of the majority
of the voting stock of Ben Hill Griffin, Inc., may be
considered to be the indirect beneficial owner of the
Company Common Stock owned by Ben Hill Griffin, Inc. by
virtue of his power to direct its voting and disposition.
(b) Security Ownership of Management:
________________________________
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
_________________ ____________________ ___________
Directors or Nominees 76,270 Shares-direct 1.09
(See "Nominees for and indirect (1)
Election as Directors" for
individual shareholdings.)
All Directors and Executive 76,270 Shares-direct 1.09
Officers as a group and indirect (1)
(10 persons)
______________
(1) Does not include any beneficial interest which Mr. Griffin,
III may have in the shares of Company Common Stock owned by
Ben Hill Griffin, Inc. or any beneficial interest which Mr.
Updike may have in the shares of Company Common Stock owned
by Alcoma Association, Inc., n/k/a U&H Citrus Properties, Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, all statements of beneficial
ownership required to be filed with the Securities and Exchange
Commission in fiscal 1997 were timely filed.
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NOMINEES FOR ELECTION AS DIRECTORS
At the Annual Meeting nine Directors will be elected to hold
office for the ensuing year or until their respective successors
are duly elected and qualified. Unless authority is withheld on
the attached form of proxy card, such proxy will be voted FOR the
election of the nominees set forth below to serve as such
Directors. All nominees are currently members of the Board of
Directors and have consented to being named in this proxy
statement and have notified management that they will serve, if
elected. If any of the nominees should be unable to serve as a
Director, the persons designated as proxies reserve full
discretion to cast their votes for another person in his place.
A plurality of the votes received will elect each director.
The Board of Directors recommends that the stockholders vote
FOR the proposal to elect the nine nominees listed below as
Directors of the Company.
The information set forth below as to age, shareholdings,
and business experience for the past five years, including
principal occupation or employment (other than with the Company),
has been furnished by each nominee.
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<TABLE>
<CAPTION>
Shares of
Company Common
Stock
Position with Company, Beneficially Percent
if any, and owned as of of
Nominee Age Principal Occupation October 20, 1997 Class
_______ ___ _____________________ ________________ _______
<S> <C> <C> <C> <C>
Ben Hill Griffin, III 55 Chairman of the Board, 42,800(1) .6090
Frostproof, Florida (2) President and Chief Executive
Officer. Chairman, President
and Chief Executive Officer
of Ben Hill Griffin, Inc.
(citrus production and
packing, fertilizer manufac-
turing and ranching company).
Chairman of the Board and Chief
Executive Officer of Orange-co,
Inc. Director since 1973.
Jefferson C. Barrow, Jr. 68 Administrative Assistant 200 .0028
Lake Wales, Florida to President and Treasurer
of Ben Hill Griffin, Inc.
Director since 1985.
Walker E. Blount, Jr. 77 Business Advisor to Wright, 2,000 .0285
Bartow, Florida Walker & Company, P.A.
Director since 1973.
Ben Hill Griffin, IV 29 Vice President, 3,800 .0541
Frostproof, Florida (2) Ben Hill Griffin, Inc.
(since 8/25/94). Fresh
Fruit Division Manager, Ben
Hill Griffin, Inc. (8/92 to
8/94). Director since 1994.
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Shares of
Company Common
Stock
Position with Company, Beneficially Percent
if any, and owned as of of
Nominee Age Principal Occupation October 20, 1997 Class
_______ ___ _____________________ ________________ _______
K. E. Hartsaw 71 Retired Partner of KPMG Peat 1,000 .0142
Orlando, Florida Marwick LLP. Partner through
6/30/86. Consultant with
KPMG Peat Marwick LLP
7/1/86 through 6/30/91.
Director since 1991.
Lloyd G. Hendry 74 Practicing Attorney. 800 .0114
Fort Myers, Florida Director since 1977.
W. Bernard Lester 58 Executive Vice President & 3,420 .0487
La Belle, Florida (3) Chief Operating Officer.
Director since 1987.
Thomas E. Oakley 55 President, Oakley Transport, 50 .0007
Winter Haven, Florida Inc. (international food
transportation company).
Director since 1992.
John C. Updike 73 President, U&H Caretaking, Inc. 22,200(4) .3159
Lake Wales, Florida (citrus caretaking). President,
U&H Citrus Properties, Inc. (citrus
properties management). Director
since 1974.
________________
(1) Does not include 3,493,777 shares owned of record by Ben
Hill Griffin, Inc. of which Mr. Ben Hill Griffin, III is
Chairman of the Board, President and Chief Executive
Officer.
(2) Mr. Griffin, III is father of Mr. Griffin, IV. No other
nominees are related.
(3) Dr. W. Bernard Lester is a director of Orange-co, Inc.
(4) Does not include 32,000 shares owned of record by Alcoma
Association, Inc., n/k/a U&H Citrus Properties, Inc., of
which Mr. John C. Updike is President.
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</TABLE>
DIRECTORS' COMPENSATION, COMMITTEES OF THE
BOARD OF DIRECTORS AND CERTAIN MEETINGS
The Company's Board of Directors held 12 meetings in fiscal
1997. Each member of the Board of Directors, including employees
of the Company, received $1,000 for each Board meeting attended.
During the year ended August 31, 1997, no director attended fewer
than 75% of the aggregate of (1) the total number of meetings of
the Board and (2) the total number of meetings of all the
Committees of the Board on which he served.
The Company has an Executive Committee, an Audit Committee
and a Compensation Committee; it does not have a Nominating
Committee.
The Executive Committee, which exercises, to the extent
permitted by Florida law, all the powers of the Board of
Directors during intervals between Board meetings, consists of
Ben Hill Griffin, III and W. Bernard Lester. The Executive
Committee met 3 times during fiscal 1997. No compensation is
paid for executive committee meetings.
The Audit Committee, which is composed of Lloyd G. Hendry,
W. E. Blount, Jr., John C. Updike, K. E. Hartsaw and Thomas E.
Oakley, met once during the fiscal year. The principal functions
of the Audit Committee are to recommend to the Board of Directors
the engagement of the Company's independent public accountants,
to review with such accountants the plan for and results of their
examination of the financial statements of the Company, to
determine the independence of such accountants, and to review the
adequacy of the system of internal accounting controls,
procedures and practices. Each outside director received $1,000
for the meeting of the committee.
The Compensation Committee reviews the compensation of the
executive officers of the Company and makes recommendations to
the Board of Directors regarding such compensation. The members
of the Compensation Committee are Messrs. Updike, Blount, Hendry,
Hartsaw and Oakley. No compensation is paid for compensation
committee meetings.
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COMPENSATION COMMITTEE REPORT
The Company's executive compensation program provides an
overall level of compensation that is competitive within the
Florida agribusiness industry. Actual compensation levels may be
greater or less than average competitive levels in surveyed
companies based on annual long-term Company performance as well
as individual performance. The Compensation Committee will use
discretion to set executive compensation where,in its judgement,
external, internal or individual circumstances warrant.
The Company's executive compensation program is comprised of
a base salary, annual cash incentive compensation and various
benefits, including medical and profit sharing plans generally
available to employees of the Company. The amount of
perquisites, as determined according to the rules of the
Securities and Exchange Commission relating to executive
compensation, did not exceed 10 percent of salary for fiscal
1997. In the Committee's opinion, the Company's executives are
properly compensated at the present time when compared with
others in similar positions in companies of the same size in the
Florida agribusiness industry.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or
to be paid by the Company to the executive officers of the
Company, identifying those whose cash compensation exceeded
$100,000:
SUMMARY COMPENSATION TABLE
ALL OTHER
ANNUAL COMPENSATION COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) TION(3)
___________________________ ____ _________ ________ ________
BEN HILL GRIFFIN, III 1997 $156,000 $125,000 $ 48,240
Chairman, President and 1996 150,000 94,000 43,593
Chief Executive Officer 1995 142,000 94,000 43,817
W. BERNARD LESTER 1997 146,000 100,000 58,246
Executive Vice President 1996 140,000 75,000 54,987
and Chief Operating Officer 1995 132,000 68,000 53,750
All Executive Officers as 1997 356,800 236,900 123,827
a group (3) 1996 343,600 180,250 115,801
1995 326,400 173,350 113,657
_______________
(1) Represents total cash compensation earned.
(2) Represents compensation for discretionary cash bonuses which
are based on individual and company performance.
(3) Represents Company contributions to the Employees' Profit
Sharing Plan, a nonqualified defined benefit retirement plan
and Directors' Fees for Messrs. Griffin, III and Lester
(1997 - $12,000; 1996 - $10,000 and $11,000, respectively and
1995 - $10,750).
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COMMON STOCK PERFORMANCE
The following graph compares the value of $100 invested on
September 1, 1992 in the Company's common stock, the S&P 500 and
a Company-constructed peer group. The S&P 500 index represents a
broad equity index and the peer group index includes four
companies, all of which are agribusiness concerns. The total
return includes the reinvestment of dividends. There can be no
assurance that the Company's stock performance will continue in
the future with the same or similar trends depicted in the graph
below:
Peer
Year Alico, Inc. S&P 500 Group
______ ____________ ________ _______
1992 100.00 100.00 100.00
1993 90.59 115.21 103.51
1994 83.50 121.52 111.10
1995 87.77 147.58 108.44
1996 103.21 175.22 125.05
1997 120.23 246.44 155.15
_______________
(1) Total return calculations for the S&P 500 Index were
performed by Standard & Poor's Compustat Services, Inc.
(2) Total return calculations for the peer group index
(consisting of four companies) were performed by Standard
and Poor's Compustat Services, Inc.
CONTINGENT COMPENSATION
Pension and Profit Sharing
__________________________
The Company operates a Profit Sharing Plan under Section
401(a) of the Internal Revenue Code (the "Plan"). Under this
Plan a regular employee of the Company becomes eligible to
participate upon employment provided he or she continues such
employment through the following August 31. Vesting of the Plan
begins after three (3) years of service with the Company at which
time an employee becomes 20% vested. Vesting increases by 20%
with each additional year of service. Employees become fully
vested upon completion of 7 years service.
The Plan is fully funded by contributions by the Company,
except for such contributions of employees electing to take
advantage of the salary reduction feature (Section 401(k)
Internal Revenue Code). Contributions by the Company are
determined by its Board of Directors from time to time with
allocations to employee accounts based on each participant's
salary. The Plan also includes a voluntary employee contribution
provision pursuant to Section 401(k) of the Internal Revenue Code
which allows employees to contribute up to 25% of their salary,
or a maximum of $9,500. All 401(k) accounts are 100% vested.
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Employees will be deemed 100% vested and receive full
benefits from the Plan, regardless of their standing on vesting
schedules, upon retirement on or after age 65, death or permanent
disability. Benefits commence within 60 days after request
following one of the qualifying events, referred to above, and
can be taken as periodic payments or in a lump sum. For the year
ended August 31, 1997, the Company contributed a total of $230,545
to the Profit Sharing Plan.
Additional Plan
_______________
The Company has a nonqualified defined benefit retirement
plan. The Plan covers officers of the Company, as well as
certain management and key personnel. The Plan is being funded
by the purchase of insurance contracts and is designed to provide
a set monthly benefit after the participant reaches age 65. The
participants are required to pay a portion of the cost of the
Plan and the Company pays the remaining amount. The expense and
monthly benefit amount are based on the participant's annual
salary and age at the date of entry into the Plan.
Pension expense for the additional retirement benefits was
approximately $217,000, $191,000 and $167,000 for the years ended
August 31, 1997, 1996 and 1995, respectively.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Effective November 2, 1983, the Company entered into a
continuing marketing contract covering the majority of its citrus
crop with Ben Hill Griffin, Inc., a company which is controlled
by Ben Hill Griffin, III, the Company's Chairman of the Board,
President and Chief Executive Officer. This contract provides
for modifications to meet changing conditions and cancellation by
either party by giving notice prior to August first preceding the
next fruit season. Modifications to the terms of the contract
are made upon the mutual agreement of both parties and can relate
to numerous provisions of the contract including the quantity of
fruit to be delivered and service fees to be collected by Ben
Hill Griffin, Inc. Such modifications may be necessary depending
on factors such as weather and general market conditions. During
the year ended August 31, 1997 approximately 89 percent of the
Company's crop was marketed under this contract. Under the terms
of this contract, the Company's fruit is harvested, packed and/or
otherwise processed and sold along with fruit from other growers,
including Ben Hill Griffin, Inc., and the proceeds distributed on
a pro rata basis as sales of the finished product are made by the
buyer. The Company bears the costs of harvesting. The co-
mingling of fruit with other growers permits Alico to participate
in the negotiation of higher prices from buyers that would not
likely be available if price negotiations were limited only to
Alico's fruit. The marketing contract also permits Alico's fruit
to be sold in either fresh or processed form, in whichever market
will provide the highest return. Historically this contract has
provided highly competitive returns. Ben Hill Griffin, Inc.
<PAGE>
receives a handling fee and a marketing fee out of the sales
proceeds. The assistance provided for by the contract is
considerable and reduces the number of staff which the Company
would otherwise have to employ. Additionally, the Company may
receive advances on sales which are then deducted from its share
of the distributed proceeds. Substantially all of the 1997-98
citrus crop will be marketed under the terms of this contract;
also, Ben Hill Griffin, Inc. provides harvesting services for
citrus sold to unrelated processors. The total amount paid to
Ben Hill Griffin, Inc., under the terms of the marketing
contract, for harvesting and other costs was $7,335,825 during
the year ended August 31, 1997. In addition, Griffin was paid
$779,715 for harvesting citrus sold to an unrelated processor.
These charges are comparable to similar services available in
the industry.
The Company purchased from Ben Hill Griffin, Inc., on a
competitive bid basis, fertilizer, spray, herbicides and other
miscellaneous supplies at a total cost of $4,451,224 during the
year.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP, Certified Public
Accountants, 111 North Orange Avenue, Orlando, Florida 32802, has
served as the Company's independent certified public accountants
since January 1, 1984. In addition to performing the year-end
audit of the financial statements, the independent public
accountant: (1) performs a limited review of the quarterly
financial statements, reviews the financial information included
in the annual report to shareholders and the Forms 10-Q and 10-K
filed with the Securities and Exchange Commission; and (2)
prepares the federal and state income tax returns. All services
performed by the independent accountants are approved by the
Audit Committee of the Board of Directors prior to performance.
Representatives of KPMG Peat Marwick LLP are expected to be
present at the Annual Meeting of Stockholders and will be given
an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions from stockholders.
Upon the Audit Committee's recommendation, the Board of Directors
reaffirmed continuation of KPMG Peat Marwick LLP as auditors.
SHAREHOLDERS' PROPOSALS
Shareholders' proposals intended to be presented at the next
annual meeting should be sent by certified mail, return receipt
requested, and must be received by the Company at its principal
executive offices (Attention: Corporate Secretary) by July 7,
1998 for inclusion in the proxy statement and the form of proxy
for that meeting. Such proposals may be made only by persons who
are shareholders, beneficially or of record, on the date the
proposals are submitted and who continue in such capacity through
the 1998 annual meeting date, of at least 1% or $1,000 in market
value of securities entitled to be voted at the meeting, and have
held such securities for at least one year.
<PAGE>
OTHER BUSINESS
The Board of Directors is aware of no other matter that will
be presented for action at the meeting. If any other matter
requiring a vote of the shareholders properly comes before the
meeting, the persons authorized under management proxies will
vote and act according to their best judgment.
By Order of the Board of Directors
Beatrice W. Boyle
Secretary
FORM 10-K
A copy of the 1997 Annual Report on Form 10-K for the fiscal
year ended August 31, 1997, as filed with the Securities and
Exchange Commission, may be obtained upon request and without
charge, by writing:
Beatrice W. Boyle, Secretary
Alico, Inc.
Post Office 338
La Belle, Florida 33975
<PAGE>
ALICO, INC.
P. O. BOX 338
La Belle, Florida 33975
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF
DIRECTORS
The undersigned stockholder(s) of Alico, Inc., (a Florida
corporation (the "Company"), hereby appoints BEN HILL GRIFFIN,
III and W. BERNARD LESTER or either of them, the proxy or proxies
of the undersigned, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote,
as designated on the reverse side, all the shares of Common Stock
of the Company held of record by the undersigned on October 20, 1997,
at the Annual Meeting of Stockholders of the Company to be held on
Tuesday, December 2, 1997, and at any and all adjournments thereof,
with all powers the undersigned would possess if personally present:
1. ELECTION OF DIRECTORS: FOR electing all nominees listed
below (except as marked to the
contrary below) ( )
WITHHOLD AUTHORITY
to vote for all nominees listed
below ( )
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee strike a line through the
nominee's name on the list below.)
Nominees: Jefferson C. Barrow, Jr., Walker E. Blount, Jr.,
Ben Hill Griffin, III, Ben Hill Griffin, IV, K. E. Hartsaw,
Lloyd G. Hendry, W. Bernard Lester, Thomas E. Oakley, John C.
Updike
2. In their discretion, the proxy or proxies are authorized to
vote upon such other business as may properly come before the
meeting or any and all adjournments thereof.
This proxy card when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is made, this proxy will be voted FOR PROPOSAL 1.
Dated _____________________________, 1997
__________________________________________
Signature of Stockholder
__________________________________________
Signature of Stockholder (if held jointly)
(Executors, Administrators, Trustees,
Guardians, etc. will so indicate when
signing.)
PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE. YOUR PROMPT ATTENTION WILL BE APPRECIATED.
NO POSTAGE IS NEEDED IF MAILED WITHIN THE UNITED STATES.
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