<PAGE>
ALICO, INC.
Post Office Box 338
La Belle, Florida 33975
________________________
Notice of Annual Meeting of Stockholders
to be held December 9, 1999
________________________
November 15, 1999
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 Thursday,
December 9, 1999, for the following purposes:
1. To elect eight 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 18, 1999 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 Fortieth Annual Report to Stockholders, dated November
15, 1999, is enclosed herewith.
By Order of the Board of Directors
Billie Jo Gaskins
Secretary
<PAGE>
ALICO, INC.
Post Office Box 338
La Belle, Florida 33975
PROXY STATEMENT
SOLICITATION
November 15, 1999
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 9, 1999, 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 15, 1999.
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
18, 1999. Each share entitles the holder thereof to one vote. Only
stockholders of record at the close of business on October 18, 1999 will be
entitled to vote at the meeting or at any and all adjournment thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF OCTOBER
18, 1999:
(a) Beneficial Ownership of more that 5 percent of Voting Securities:
_________________________________________________________________
<PAGE>
The following table sets forth certain information as of october 18, 1999,
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.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP CLASS
___________________ ____________________ __________
<S> <C> <C>
Ben Hill Griffin, III 3,536,577(1) 50.32
Post Office Box 127
Frostproof, FL 33843
Dimensional Fund Advisors, Inc. 374,700 5.33
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
__________________
(1) Includes 3,493,777 shares held through Ben Hill Griffin Investments, Inc.
(5851 West Charleston Blvd., Suite 1000, Las Vegas, NV 89102), a wholly
owned subsidiary of Ben Hill Griffin, Inc., of which Mr. Griffin, III may
be considered to be the indirect beneficial owner by virtue of his power
to direct the voting and disposition of such shares of the Company's
Common Stock.
(b) Security Ownership of Management:
________________________________
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
________________ ____________________ __________
<S> <C> <C>
All Directors and 3,558,947 (1) 50.64
Executive Officers
as a group (8 persons)
___________________________________
(1) Includes 3,493,777 shares held through Ben Hill Griffin Investments, Inc.
(5851 West Charleston Blvd., Suite 1000, Las Vegas, NV 89102), a wholly
owned subsidiary of Ben Hill Griffin, Inc., of which Mr. Griffin, III may
be considered to be the indirect beneficial owner by virtue of his power
to direct the voting and disposition of such shares of the Company's
Common Stock.
</TABLE>
<PAGE>
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 1999 were timely
filed.
NOMINEES FOR ELECTION AS DIRECTORS
At the Annual Meeting eight Directors will be elected to hold office for the
ensuing year or until their respective succesors 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 eight 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.
<PAGE>
<TABLE>
<CAPTION>
Shares of Company
Common Stock
Position with Company, Beneficially
if any, and Owned as of Percent
Nominee Age Principal Occupation Oct. 18, 1999 of Class
_______ ___ ____________________ _____________ ________
<S> <C> <C> <C> <C>
Ben Hill Griffin, III 57 Chairman of the Board 3,536,577(1) 50.3225
Frostproof, Florida (2) and Chief Executive
Officer;
Director since 1973.
Chairman, President and
Chief Executive Officer
of Ben Hill Griffin, Inc.
(citrus production and
packing, fertilizer
manufacturing and ranching
company).
Richard C. Ackert 57 Director since 1998. 300 .0043
Fort Myers, Florida
President and Chief Executive
Officer of SouthTrust Bank,
N.A./Southwest FL (since 1994).
William L. Barton 60 Director since 1998. 10,400 .1480
Naples, Florida
Vice President, Alliance
Financial Group of Southwest
Florida, Inc. (since January
1998).
Wilson, Miller, Barton & Peek,
Inc. (an engineering/planning
firm), February 1969 to January
1998. Retired as Chairman and
CEO, December 31, 1997.
Director & Vice Chairman, Village
Banc of Naples, Inc.
Director & President, Mitigation
Land Partners, Inc.
<PAGE>
Shares of Company
Common Stock
Position with Company Beneficially
if any, and Owned, as of Percent
Nominee Age Principal Occupation Oct. 18, 1999 of Class
_______ ___ ____________________ _____________ ________
<S> <C> <C> <C> <C>
Walker E. Blount, Jr. 79 Director since 1973. 2,000 .0285
Bartow, Florida
Business Advisor to Wright,
Walker & Company, P.A.
(since 1987).
Vice President & Director,
Citrus & Chemical
Bancorporation, Inc.
Director, Citrus & Chemical
Bank.
Ben Hill Griffin, IV 31 Director since 1994. 3,800 .0541
Frostproof, Florida (2)
Vice President, Ben Hill
Griffin, Inc. (since 8/25/94).
Fresh Fruit Division Manager,
Ben Hill Griffin, Inc.
(8/92 to 8/94).
K. E. Hartsaw 73 Director since 1991. 1,000 .0142
Orlando, Florida
Retired Partner of KPMG LLP.
Partner through 6/30/86.
Consultant with KPMG LLP
(7/1/86 through 6/30/91).
W. Bernard Lester 60 President and Chief 4,820 .0686
La Belle, Florida Operating Officer;
Director since 1987.
Thomas E. Oakley 57 Director since 1992. 50 .0007
Winter Haven, Florida
President, Oakley Transport,
Inc. (international food
transportation company).
___________________
(1) Includes 3,493,777 shares held through Ben Hill Griffin Investments, Inc.
(5851 West Charleston Blvd., Suite 1000, Las Vegas, NV 89102), a wholly
owned subsidiary of Ben Hill Griffin, Inc., of which Mr. Griffin, III may
be considered to be the indirect beneficial owner by virtue of his power
to direct the voting and disposition of such shares of the Company's Common
Stock.
(2) Mr. Griffin, III is father of Mr. Griffin, IV. No other nominees are
related.
<PAGE>
</TABLE>
DIRECTORS' COMPENSATION, COMMITTEES OF THE
BOARD OF DIRECTORS AND CERTAIN MEETINGS
The Company's Board of Directors held 13 meetings in fiscal 1999. 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, 1999, no
director attended fewer that 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, W. Bernard Lester, and Ben Hill
Griffin, IV. The Executive Committee met 13 times during fiscal 1999. No
compensation is paid for executive committee meetings.
The Audit Committee, which is composed of K. E. Hartsaw, Richard C. Ackert,
William L. Barton, Walker E. Blount, Jr., 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. This year the Compensation Committee also assisted in
implementing the Alico, Inc. Incentive Equity Plan, approved by Alico
stockholders at their annual meeting on December 1, 1998. The Compensation
Committee met three times during the fiscal year 1999. The members of the
Compensation Committee were Walker E. Blount, Jr., Richard C. Ackert, William L.
Barton, K. E. Hartsaw and Thomas E. Oakley. Outside directors were paid $1,000
for the committee meetings.
<PAGE>
COMPENSATION COMMITTEE REPORT
The Company's general compensation philosophy aims to provide base compensation
comparable with similar Florida businesses, allowing the Company to attract and
retain qualified employees. In addition, the Company provides incentive
compensation through a bonus program which is dependent on the individual's
performance and which will also vary with the Company's performance.
Accordingly, while the executive compensation program provides an overall level
of compensation that is competitive within the Florida agribusiness industry,
actual compensation levels in any given year may be greater or less than average
competitive levels in comparable companies, depending on the Company's overall
performance for such year and on the specific individual's performance or
contribution to the Company. As additional incentive compensation, the Company
adopted the 1998 Incentive Equity Plan, pursuant to which employees of the
Company may be selected by the Board, in the Board's sole discretion, to receive
stock options, restricted stock awards, or stock appreciation rights.
The Compensation Committee, comprised of all the independent directors on the
Company's Board of Directors, reviews executive compensation and determines
compensation levels which it then recommends to the Board of Directors. In
determining the base compensation and any bonuses to be awarded to its
executives, the Compensation Committee uses no set formular but rather evaluates
a series of factors, including but not limited to (i) industry performance for
such year, (ii) the Company's performance as compared to others in the industry
that year, (iii) the Company's performance for such year as compared to the
Company's performance with the previous year, and (iv) the individual's
performance or contributions for such year as compared with such individual's
performance or contributions the previous year, if applicable. In addition,
the Compensation Committee will, in its discretion, evaluate other external
and internal factors affective performance, including individual circumstances.
The Chief Executive Officer's compensation is established using the same
criteria as set forth above generally for executive compensation. For fiscal
1999, Mr. Ben Hill Griffin, III's base salary was comparable to that of the
previous year, with a bonus award reflecting the Company's performance vis a vis
comparable businesses and Mr. Griffin's contribution to such performance. In
addition to his base salary and bonus pursuant to the terms of the Company's
1998 Incentive Equity Plan, Mr. Griffin received a grant of options to purchase
5,500 shares of the Comnpany's common stock, the exercise price of which was
based on the market price of the Company's common stock on the date of grant.
Other Company employees also received stock options as part of their
compensation during 1999.
Certain non-performance-based compensation to executives of public companies in
excess of $1,000,000 is not deductible for tax purposes. It is the reponsibility
of the Compensation Committee to determine whether any actions with respect to
this compensation limit should be taken by the Company. During fiscal year 1999
no executive officers of the Company received any compensation in excess of this
limit nor is it anticipated that any executive officer will receive any such
compensation during fiscal year 2000. Therefore, the Compensation Committee has
not taken any action to date to comply with this limit.
Members:
Walker E. Blount, Jr.
Richard C. Ackert
William L. Barton
K. E. Hartsaw
Thomas E. Oakley
<PAGE>
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:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
__________________________
Securities
Underlying All Other
Name and Principal Annual Compensation Options/ Compensa-
Position Year Salary(a) Bonus(b) SARs(c)(#) tion (d)
__________________ ____ ________ ________ __________ ________
<S> <C> <C> <C> <C> <C>
BEN HILL GRIFFIN, III 1999 $229,000 $116,000 5,500 $ 54,002
Chairman and Chief 1998 169,000 185,000 - 45,703
Executive Officer 1997 156,000 125,000 - 48,240
W. BERNARD LESTER 1999 $216,000 $100,000 5,500 $ 65,067
President and Chief 1998 157,000 170,000 - 57,090
Operating Officer 1997 146,000 100,000 - 58,246
All Executive Officers 1999 $505,500 $231,200 13,350 $137,937
as a group (d) 1998 382,300 371,425 - 122,813
1997 356,800 236,900 - 123,827
_______________
(a) Represents total cash compensation earned.
(b) Represents compensation for discretionary cash bonuses which are based on
individual and company performance.
(c) Stock options were granted, for the first time, during fiscal 1999, under
the Company's Incentive Equity Plan.
(d) Represents Company contributions to the Employees' Profit Sharing Plan, a
nonqualified defined benefit retirement plan and Directors' Fees for Messrs.
Griffin, III and Lester (1999 - $13,000 each; 1998 - $14,000 and $13,000,
respectively; 1997 - $12,000 each).
</TABLE>
<PAGE>
The following table sets forth stock options granted during fiscal 1999 to
each of the Company's executive officers named in the Summary Compensation
Table and stock options granted to all employees as a group. The table also
sets forth the hypothetical gains that would exist for the options at the end
of their ten-year terms for the executive officers named in the Summary
Compensation Table and for all employees as a group (assuming their options
had ten-year terms) at assumed compound rates of stock appreciation of 5% and
10%. The actual future value of the options will depend on the market value
of the Company's Common Stock. All option exercise prices are based on market
price on the date of grant.
<TABLE>
<CAPTION>
Option/SAR Grants In Last Fiscal Year
Individual Grants(a)
_____________________________________________
Percent
of Total Potential Realizable
Number of Options/ Value at Assumed
Securities SARs Annual Rates of
Underlying Granted Stock Price
Options/ To Exercise Appreciation
SARs Employees or Base For Option Term(b)
Date of Granted in Fiscal Price Expira- ___________________
Name Grant (#) Year ($/Sh) tion Date 5% ($) 10% ($)
____ _______ _______ _______ ______ ________ ________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Ben Hill
Griffin, III 4/6/99 5,500 21.48% $14.62 8/31/09 $50,570 $128,149
W. Bernard
Lester 4/6/99 5,500 21.48% 14.62 8/31/09 $50,570 $128,149
All Employees as
a Group (c) 25,600 100.00% (c) (c) $253,379 $596,477
(d) (d)
____________________
(a) Options granted under the Incentive Equity Plan (the "Plan") to the
Company's executive officers named in the Summary Compensation Table, are
first exercisable on August 31, 2000. The Company did not issue stock
appreciation rights during fiscal 1999 to any of the executive officers
named in the Summary Compensation Table.
(b) These amounts, based on assumed appreciation rates of 0% and the 5% and 10%
rates presented by the Securities and Exchange Commission rules, are not
intended to forecast possible future appreciation, if any, of the Company's
stock price.
(c) Options granted under the Plan during fiscal 1999 were all granted on April
6, 1999, become exercisable on August 31, 2000, and have a contractual life
of ten years. The exercise price of all options granted to employees
during fiscal 1999 is $14.62, based on the closing price, as listed by
NASDAQ, on 4/6/99.
(d) No gain to the optionees is possible without an increase in stock price,
which will benefit all stockholders.
</TABLE>
<PAGE>
COMMON STOCK PERFORMANCE
The following graph compares the value of $100 invested on September 1, 1994 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
consists of four companies, all of which are agribusiness concerns, two of
which are based in Florida: Alexander & Baldwin Inc., Consolidated Tomoka Land
Co., Orange-co Inc. and Tejon Ranch Co. The total return includes the re-
investment 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:
<TABLE>
<CAPTION>
Peer
Year Alico, Inc. S&P 500 Group
____ ___________ _______ _____
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 105.12 121.45 97.61
1996 123.60 144.19 112.55
1997 143.99 202.81 139.64
1998 108.36 219.22 110.47
1999 102.82 306.52 129.04
___________________
(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.
</TABLE>
CONTINGENT COMPENSATION
1998 Incentive Equity Plan
__________________________
The Company maintains an incentive equity plan (the "Incentive Equity Plan")
pursuant to which Board members and employees selected by the Board of
Directors may receive options to purchase Company common stock, awards of
restricted stock, and stock appreciation rights (SARs). The purpose of the
plan is to advance the interests of the Company and its stockholders by
offering participants an opportunity to acquire or increase their proprietary
interests in the Company, and thereby receiving additional incentives to
achieve the Company's objectives. No stock options, SARs or restricted stock
may be granted under the plan on or after the tenth anniversary of the plan's
effective date. The Incentive Equity Plan is administered by the Board of
Directors.
<PAGE>
Pension and Profit Sharing
__________________________
The Company operates a Profit Sharing Plan under Section 401(k) 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 seven (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 20% of their
salary, or a maximum of $10,000. All 401(k) accounts are 100% vested.
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,
1999, the Company contributed a total of $269,175.64 to the Profit Sharing Plan.
Additional Plan
_______________
The Company has a nonqualified defined benefit retirement plan, which covers
officers of the Company, as well as certain management and key personnel (the
"Nonqualified Plan"). The Nonqualified 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 Nonqualified 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 Nonqualified Plan.
Pension expense for the additional retirement benefits was approximately
$213,000, $345,000 and $217,000 for the years ended August 31, 1999, 1998 and
1997, respectively.
<PAGE>
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 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, 1999 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. 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 1999-2000 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 $6,127,603 during the year ended
August 31, 1999. In addition, Griffin was paid $791,932 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 $6,019,927 during the year.
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of KPMG LLP, Certified Public Accountants, 111 North Orange Avenue,
Suite 1600, Orlando, Florida 32801, 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 state-
ments, 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 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 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 21, 2000 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 2000 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.
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
Billie Jo Gaskins
Secretary
<PAGE>
FORM 10-K
A copy of the 1999 Annual Report on Form 10-K for the fiscal year ended August
31, 1999, as filed with the Securities and Exchange Commission, may be obtained
upon request and without charge, by writing:
Alico, Inc.
Post Office Box 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 18, 1999, at the Annual Meeting of
Stockholders of the Company to be held on Thursday, December 9, 1999, 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)
( ) 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: Richard C. Ackert, William L. Barton, Walker E. Blount, Jr.,
Ben Hill Griffin, III, Ben Hill Griffin, IV, K. E. Hartsaw, W. Bernard
Lester, Thomas E. Oakley.
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 _______________________________, 1999
___________________________________________
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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