ORANGE-CO, INC.
2020 Highway 17 South
P. O. Box 2158
Bartow, Florida 33830
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 24, 1994
PROXY STATEMENT
SOLICITATION
The Board of Directors of Orange-co, Inc. (the Company) hereby solicits
proxies to be used at the Annual Meeting of Stockholders of the Company to be
held at Citrus and Chemical Bank, 600 North Broadway, Bartow, Florida on
February 24, 1994 at 10:00 A.M. local time and at any and all adjournments
thereof, and this proxy statement is furnished in connection therewith. A
proxy may be revoked at any time prior to the exercise thereof 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 number of
shares or by attending the Annual Meeting and voting in person. In addition
to the use of the mails, Directors, Officers, and regular employees may, without
additional compensation, solicit proxies in person or by telephone, personal
interview, mail, or telegraph. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries which are record holders
of the Company's common stock to forward proxy soliciting material to the
beneficial owners of such shares and the Company will reimburse such record
holders for their reasonable expenses incurred in connection therewith. The
cost of solicitation of proxies will be borne by the Company.
It is anticipated that this proxy statement and accompanying notice, proxy
card and the Company's Annual Report will first be sent to the stockholders of
the Company on or about January 14, 1994.
VOTING SECURITIES
The Company has only one class of voting securities outstanding, its Common
Stock, $.50 par value per share of which 10,298,475 shares were outstanding as
of January 6, 1994. Each share entitles the holder thereof to one vote. Only
stockholders of record at the close of business on January 6, 1994 will be
entitled to vote at the meeting or any and all adjournments thereof.
Securities Ownership of Certain Beneficial Owners
<TABLE>
The following table sets forth information as of January 6, 1994, regarding
the ownership of the Company's Common Stock by each person known to the Company
to be the beneficial owner of more than five percent (5%) of the Company's
Common Stock.
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
<S> <C> <C>
Ben Hill Griffin, Inc. 5,105,160(1) 49.57
700 S. Alternate Hwy. 27
Frostproof, Florida 33843
<F1>
(1) Does not include 260,100 shares beneficially owned by Ben Hill
Griffin, III. Mr. Ben Hill Griffin, III, Chairman and Chief Executive Officer
of the Company, 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 the voting and disposition of the shares owned by Ben Hill Griffin, Inc.
</TABLE>
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. Each of the nine nominees is presently a member of the Board of
Directors, has consented to being named in this proxy statement and has notified
management that they intend to serve, if elected. If any of the nominees should
be unable to serve as a Director, the persons designated by proxies reserve full
discretion to cast their votes for another person in his place.
The Board of Directors recommends that Stockholders vote "FOR" the proposal
to elect the nine nominees listed on pages 3 and 4 a
<TABLE>
The information set forth below as to age, shareholdings, and business
experience for the past five years, including principal occupation or
employment, has been furnished by each nominee, all of which are currently
serving as directors:
<CAPTION>
Shares
Beneficially
Position, Principal Occupations Owned as of Percent
Name and Age and Other Directorships January 6, 1994 of Class
<S> <C> <C> <C>
Ben Hill Griffin III, 51(2) Director, Chairman of the Board 260,000 2.4
and Chief Executive Officer of
the Company since May 28, 1992.
Chairman of the Board, President
and Chief Executive Officer of
Ben Hill Griffin Inc.,(citrus
production, harvesting and
packing,fertilizer manufacturing
and ranching). Director, Chairman
of the Board, President and Chief
Executive Officer of Alico, Inc.,
(a publicly-owned agribusiness
company). Director of SunBank, N.A.
John R. Alexander, 57(2) Director, Senior Vice President 1,000 *
and Secretary of the Company since
May 28, 1992. Director, Vice
President and Secretary of Ben Hill
Griffin, Inc. Director of Farm
Credit of Southwest Florida.
Richard A. Coonrod, 62 Director of the Company since 1,000 *
February 1990. General Partner of
The Food Fund Limited Partnership,
(a venture capital partnership).
President and Chief Executive Officer
of Coonrod Agriproduction
Corporation (food andagribusiness).
Paul E. Coury, MD, 69 Director of the Company since 1,000 *
December 15, 1992. Practicing
physician and Managing Partner of
Miller, Caswall, Coury, and Nobo, P.A.
George W. Harris, Jr., 59(2) Director of the Company since 1,000 *
December 15, 1992. Chairman of the
Board and Chief Executive Officer
of Citrus and Chemical Bank.
W. Bernard Lester, 54 Director of the Company since 600 *
May 28, 1992. Director, Executive
Vice President and Chief Operating
Officer of Alico Inc.
(agribusiness).(4)
Gene Mooney, 50 Director of the Company since 100 *
October 14, 1993. President and
Chief Operating Officer of the
Company since November 13, 1992.
C. B. Myers, Jr., 72(3) Director of the Company since 6,500 *
May 28, 1992. Practicing attorney
and President of Peterson,Myers,
Craig, Crews, Brandon & Puterbaugh,
Thomas H. Taylor, Sr., 58 Director of the Company since 250 *
May 28, 1992. Chairman of the
Board and Chief Executive Officer
of Taylor Ranch, Inc. (agribusiness)
* Less than one percent.
<F1>
(1) Does not include 5,105,160 shares owned by Ben Hill Griffin, Inc. over
which Mr. Griffin has the power to direct its voting and disposition by
reason of his position as a director and Chief Executive Officer;
includes 10,100 shares owned by Mr. Griffin's minor children.
<F2>
(2) Messrs. Griffin, Harris and Alexander are brothers-in-law.
<F3>
(3) Mr. Myers and other members of Peterson, Myers, Craig, Crews, Brandon
Puterbaugh, P.A. provided legal services to the Company during fiscal
1993 and continue to provide such services as of the date of this proxy.
<F4>
(4) 49.62% of the common stock of Alico, Inc. is owned by Ben Hill Griffin
Inc.
</TABLE>
The Board of Directors and Committees of the Board
Directors' Compensation
Directors of the Company are paid $1,000 for each Board meeting and
separately scheduled committee meeting attended. Out-of-pocket expenses related
to their attendance at such meetings are reimbursed by the Company.
Further Information Concerning the Board of Directors
The Board of Directors conducts its business through meetings of the Board
and through its standing Committees. In accordance with the By-laws of the
Company, the Board of Directors currently has an Executive, an Audit, and a
Compensation Committee established as standing committees of the Board. The
Board of Directors held ten meetings during fiscal 1993. Each Director attended
at least 75 percent of the total number of meetings of the Board of Directors
and the Committees on which they serve.
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
John R. Alexander. The Executive Committee met seven times during fiscal 1993.
The Audit Committee, which is composed of C. B. Myers, Jr.,
Thomas H. Taylor, Sr. and Richard A. Coonrod, has authority to recommend to the
Board of Directors the independent public accountants to serve as auditors,
review with the independent auditors the annual audit plan, the financial
statements, the auditor's report and their evaluation and recommendations
concerning the Company's internal controls and approve the types of professional
services for which the Company may retain the independent auditors. The Audit
Committee or its predecessor committee held two meetings during fiscal 1993.
The Compensation Committee reviews the compensation of the executive
officers of the Company and makes recommendations to the Board of Directors
regarding such compensation. It also administers the Company stock option plans
described herein in accordance with their terms. The members of the
Compensation Committee are C. B. Myers, Jr., Thomas H. Taylor, Sr. and
Paul E. Coury. The Compensation Committee or its predecessor committee held
four meetings during fiscal 1993.
EXECUTIVE OFFICERS AND COMPENSATION
The Executive Officers shown below currently serve in the capacities
indicated. Executive Officers are normally appointed by the Board of Directors
and serve at the pleasure of the Board.
Position, Principal Occupations
Name and Age and Other Directorships
Ben Hill Griffin, III, 51 Chairman of the Board and Chief Executive Officer
and a Director of the Company since May 1992.
Since 1990, Mr. Griffin has served as Chairman of
the Board, President and Chief Executive Officer
of Ben Hill Griffin, Inc. ("BHGI"), a privately
held agribusiness involved in the production,
harvesting, packing and marketing of citrus
products. Prior to 1990, Mr. Griffin served for
several years as Vice Chairman and Senior Vice
President of BHGI. Also since 1990, Mr. Griffin
has served as Chairman of the Board of Alico, Inc.
("Alico"), a publicly-owned agribusiness company.
Mr. Griffin has also been President and Chief
Executive Officer of Alico since 1988. Prior to
1988, Mr. Griffin was a Vice President of that
company for ten years.
Eugene C. Mooney, 50 President and Chief Operating Officer of the
Company since November 1992. Mr. Mooney
previously served as General Manager (in
transition) of Winter Garden Citrus Products
Cooperative from April 1992 to November 1992.
Mr. Mooney served as Vice President of Operations
and Sales for Silver Springs Citrus Cooperative,
Inc. from November 1989 to April 1992. Mr. Mooney
served as Executive Vice President of L.D. Plante,
Inc. from 1985 to November 1989.
John R. Alexander, 57 Senior Vice President, Secretary and a Director of
the Company since May 1992. For over five years,
Mr. Alexander has served as Director, Vice
President and Secretary of Ben Hill Griffin, Inc.
Dale A. Bruwelheide, 44 Vice President, Chief Financial Officer, Treasurer
and Assistant Secretary of the Company since
December 1991. Mr. Bruwelheide previously served
as Vice President and Controller of the Company
from May 1991 to December 1991. Mr. Bruwelheide
also served as Assistant Secretary and Controller
of the Company from January 1991 to May 1991. Mr.
Bruwelheide previously held the position of Vice
President of Finance with Ewell Industries, Inc.
for over five years.
Conrad L. Williams, 63 Vice President of Sales and Marketing since March
1991 for Orange-co of Florida, Inc. ("OCF"), a
wholly-owned subsidiary of the Company.
Mr. Williams previously served as Director of
Sales for OCF since August 1987.
<TABLE>
STOCK OWNERSHIP OF EXECUTIVE OFFICERS
Stock ownership of executive officers, exclusive of those named previously under
the caption "Nominees for Election as Directors", is as follows:
<CAPTION> Shares
Beneficially
Position, Principal Ocupations Owned as of Percent
Name and Age and Other Directorships 1/6/94 of Class
<S> <C> <C> <C>
Dale A. Bruwelheide, 44 Vice President and Chief Financial 5,100 *
Officer
Conrad L. Williams, 63 Vice President, Sales and Marketing 5,625 *
of Orange-co of Florida, Inc.
All Directors and 282,175 2.74
Executive Officers as a
group (11 persons)
* Less than one percent.
<F1>
(1) Consists of options to purchase 5,000 shares which are currently
exercisable and 100 shares owned directly by Mr. Bruwelheide.
<F2>
(2) Consists of options to purchase 5,625 shares which are currently
exercisable.
<F3>
(3) Does not include the beneficial interest which Mr. Griffin, III may have
in the shares of the Company Common Stock owned by Ben Hill Griffin, Inc.
which total 5,105,160 shares but does include options to purchase shares
of the Company's Common Stock which are held by Executive Officers and are
exercisable within 60 days.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of outside Directors and is responsible for developing and
making recommendations to the Board with respect to the Company's executive
compensation policies. The Committee has available to it an outside
compensation consultant and access to independent compensation data. The
Committee thus has access to industry and area compensation information on
executives in similar companies, both larger and smaller than the Company.
The Company's executive compensation program provides an overall level of
compensation that is competitive within the Florida citrus 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 uses discretion to set
executive compensation where in its judgement external, internal or individual
circumstances warrant, but considering the level of profits achieved, the
relative relationship of each executive's contribution to the Company's success
and each executive's performance of his assigned responsibilities. The Company
does not employ any set formula in determining these bonuses because the Company
believes it is best to evaluate its executives' performance in light of the
industry conditions existing during the year due to the volatile nature of the
citrus industry. Generally, however, the higher the profit achieved by the
Company, the greater the bonuses awarded to the Company executives.
The Company's executive compensation program is comprised of base salary,
annual cash incentive compensation and various benefits, including medical and
pension plans generally available to employees of the Company. 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 citrus industry.
No member of the Committee is a former or current Officer or employee of the
Company or any of its subsidiaries.
C. B. Myers, Jr., Chairman
Thomas H. Taylor, Sr.
Paul E. Coury, M.D.
Members of the Compensation Committee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDERS PARTICIPATION
The Compensation Committee is composed of C. B. Myers, Jr., Chairman;
Thomas H. Taylor and Dr. Paul E. Coury, M.D. There were no interlocks of
executive officers or Board Members of the Compensation or equivalent committee
or another entity which has any executive officers serving on the Compensation
Committee of the Company. No executive officer of the Company serves as a
director of another entity, one of whose executive officers served on the
Compensation Committee of the Company. No executive officer of the Company
served as a member of the Compensation Committee of another entity, one of whose
executive officers served as a director of the Company. No executive officer of
the Company served as a member of the Compensation Committee of another entity,
one of whose executive officers served on the Compensation Committee of the
Company.
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-term
Compensation
Other Annual Options All Other
Name and Principal Position Year Salary Bonus Compensation(6) SARS (#) Compensation(7)
Chairman of the Board &
Chief Executive Officer
<S> <C> <C> <C> <C> <C> <C>
Ben Hill Griffin, III (1) 1993 $100,000 $85,000 $19,600 - -
1992 100,000 40,000 2,360 - -
1991 - - - - -
Former Chief Executive
Officers
Robert A. Peiser (2) 1993 26,538 - 500 - 300,000
President & CEO 1992 192,724 101,719 3,854 - -
1991 185,192 30,000 8,295 - -
Rolland G. Divin (3) 1993 - - - - -
CEO 1992 - - - - 215,347
1991 170,050 - - - 77,197
Executive Officers
Gene Mooney (4) 1993 125,000 30,000 10,882 - -
President & Chief Operating 1992 - - - - -
Offficer 1991 - - - - -
John R. Alexander (5) 1993 80,417 35,000 21,481 - -
Senior Vice President & 1992 80,000 30,000 4,254 - -
Secretary 1991 - - - - -
Dale A. Bruwelheide 1993 80,000 20,000 12,097 - -
Vice President & Chief 1992 79,128 22,167 12,889 - -
Financial Officer 1991 45,001 9,749 2,727 5,000 -
Conrad L. Williams 1993 82,680 20,670 8,060 - -
Vice President of 1992 84,626 22,187 20,060 - -
Sales & Marketing 1991 80,504 14,098 7,652 5,625 -
Former Executive Officers
Carl J. Deimling 1993 10,044 - 153 - 125,000
Senior Vice President 1992 127,917 61,537 6,340 - -
Processing Operations 1991 134,923 43,333 11,678 - -
Erroll L. Fielding 1993 6,690 - 53 - 100,000
Senior Vice President 1992 102,179 51,188 6,702 - -
Grove Operations 1991 103,076 15,375 8,203 - -
<F1>
(1) Ben Hill Griffin, III became Chairman of the Board of Directors and Chief
Executive Officer of the Company in May 1992 when Ben Hill Griffin, Inc. and
affiliate purchased 52.3% of Orange-co, Inc.'s stock from Stoneridge Resources,
Inc. The $100,000 represents his annual salary, only $33,718 of which was paid
in fiscal 1992 due to the fact that he served in the position only part of the
year.
<F2>
(2) Robert A. Peiser served as President and Chief Executive Officer from
December 1991 until May 1992 when he became President and Chief Operating
Officer until his departure in November 1992. Mr. Peiser previously served as
President and Chief Operating Officer from August 1991 to December 1991 and as
Chief Operating Officer from April 1991 to August 1991. Mr. Peiser also served
the Company as Senior Vice President from February 1990 to August 1991 and
Treasurer and Chief Financial Officer from December 1989 to August 1991.
<F3>
(3) Rolland G. Divin served the Company as Chief Executive Officer from April
1989 until his resignation in April 1991.
<F4>
(4) Gene Mooney joined the Company in November 1992 as President and Chief
Operating Officer. In October 1993 Mr. Mooney was elected to serve as a
director of the Company. The $125,000 annual salary represents his annual
salary of which $110,883 was paid in fiscal 1993 due to the fact that he served
in this position only part of the year. Mr. Mooney's compensation also includes
$3,000 in 1993 for living expenses.
<F5>
(5) John R. Alexander joined the Company in June 1992 as Senior Vice President
and Secretary. The $80,000 represents his annual salary, only $26,974 of which
was paid in fiscal 1992 due to the fact that he served in the position only part
of the year.
<F6>
(6) Other compensation amounts generally include Company contributions to the
named executives' Deferred Compensation Plan and 401(k) Profit Sharing Plan,
Director fees, accrued amounts for automobile allowances and dues. Mr. Divin's
amount also includes $30,773 in 1991 for moving and living allowances.
<F7>
(7) Amounts represent severance payments made or accrued in accordance with
severance agreements between the named employed individuals and the Company.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1993
AND FY-END 1993 OPTION/SAR VALUES(1)
<CAPTION> Number of Dollar Value of
Unexercised Unexercised in-the
Options at Fiscal Money Options at
Shares Acquired Value Year End 1993 Fiscal Year End
Name on Excercise (#) Realized($) (#) (2) 1993 ($)
<S> <C> <C> <C> <C>
Ben Hill Griffin, III -0- -0- -0- -0-
Robert A. Peiser 20,000 13,750 -0- -0-
Dale A. Bruwelheide -0- -0- 5,000 -0-
Conrad L. Williams -0- -0- 5,625 -0-
Carl J. Deimling 10,000 8,125 -0- -0-
Erroll L. Fielding 10,000 8,125 -0- -0-
<F1>
(1) The Company does not have a stock appreciation rights plan.
<F2>
(2) All options listed were exercisable as of September 30, 1993. There were
no options held by the named persons which were not exercisable as of
September 30, 1993.
</TABLE>
Contingent Compensation
The Company maintains seven compensation plans under which the Executive
Officers and key employees of the Company and its participating subsidiaries
and affiliates are eligible for benefits.
Company Stock Option Plans. The Company maintains two stock options plans,
both of which have been approved by the Company's shareholders. The Company's
Compensation Committee (the "Committee"), which is composed entirely of persons
who are not eligible to participate in these plans,administers these plans and
has discretion to select key employees to whom options will be granted and the
number of shares subject to each option. Generally, options will be granted to
an employee based upon the Committee's assessment of the employee's ability to
contribute materially to the growth and development of the Company.
Under the Company's 1987 Employee Stock Option Plan (the "1987 Plan"), the
Committee may grant options that are incentive stock options within the meaning
of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"),
or non-qualified options that do not meet the requirements of incentive stock
options. Under the 1984 Incentive Stock Option Plan (the "1984 ISO Plan"), the
Committee may grant only incentive stock options. The exercise price of options
issued under the Company's stock option plans is equal to the fair market value
of the Company's Common Stock on the date of grant, except that options issued
under the Company's stock option plans as incentive stock options to persons
possessing more than 10% of the voting power of the Company, its parent or
subsidiaries must have an exercise price equal to 110% of the fair market value
of the Common Stock on the date of grant.
<TABLE>
The following table contains information regarding the shares of Common
Stock reserved under the Company's stock option plans, the year each stock
option plan terminates and the maximum term of options granted thereunder.
<CAPTION>
Plan Maximum
Shares Reserved Termination Term
Plan for Issuance Date of Option
<S> <C> <C> <C>
1987 Plan 750,000 1997 10 years(1)(2)
1984 ISO Plan 75,000 1994 10 years(1)
<F1>
(1) 5 years for incentive stock options if the option holder owns more than 10%
of the voting power of the Company, its parent or subsidiaries.
<F2>
(2) 10 years and 1 day for non-qualified stock options.
</TABLE>
Under the 1987 Plan, options generally become exercisable to the extent of
33 1/3% of the subject shares in each year beginning one year after the date of
grant, subject to such other terms as the Committee may determine, but no option
may be exercisable prior to one year from the date it is granted. However, all
outstanding options granted under the 1987 Plan became immediately exercisable
pursuant to its terms when Ben Hill Griffin, Inc. and an affiliate acquired
beneficial ownership of more than 50% of the Company's then outstanding voting
securities on May 28, 1992. Options granted to Mr. Randon A. Samelson, former
Chairman and Chief Executive Officer of the Company, for 350,000 shares at
exercise prices of ranging between $9.00 and $10.00 per share became immediately
exercisable upon the occurrence of the termination of his employment with both
he Company and Stoneridge and may be exercised for a term of five years from the
date of such occurrence. Mr. Samelson terminated his employment with the
Company during fiscal 1990 and with Stoneridge in August 1991. Under the 1984
ISO Plan, up to 40% of the shares subject to an option may be purchased on the
initial date of grant and an additional 20% of the total option grant becomes
exercisable each year thereafter. Payment for shares to be acquired upon
exercise of options granted under the Company's stock option plans may be made
in cash or, at the discretion of the Committee, by surrender of previously owned
shares of Common Stock, which will be valued for such purposes at the average of
the highest and lowest selling price on the New York Stock Exchange on the date
of exercise. Under the 1984 ISO Plan, payment may also be made by giving a
promissory note at the discretion of the Company's Board. During fiscal 1993,
no options to purchase shares of Common Stock were awarded to the Company's
Executive Officers under either Plan and no options were exercised by current
Executive Officers under either Plan during fiscal 1993. Options exercised by
former Executive Officers are shown in the Table on page 9.
401(k) Plan. The Company has a Salary Deferral Plan which meets the
qualifications of Section 401(k) of the Code (the "401(k) Plan"). Employees who
have completed one year of continuous service, including at least 1,000 hours
during the year, are eligible to make tax-deferred contributions of up to the
lesser of 15% of annual compensation or that which is allowed under the Code
(indexed annually). Employees who have completed two years of continuous
service, including 1,000 hours during each year, are eligible to participate in
an employer matching contribution. The Company will match 50% of an employee's
contribution, up to a maximum match of 2% of annual compensation. Under certain
circumstances, if the 401(k) Plan is considered "top-heavy" under applicable
provisions of the Code, theCompany may be required to make a contribution to
"non-key" employees and the amount of compensation taken into account for key
employees may be limited. Contributions by the Company vest immediately.
Withdrawals from tax-deferred and employer contribution accounts can generally
be made only after reaching certain qualifications allowed under the Code.
Amounts accrued for the benefit of the Company's Executive Officers during
fiscal 1993 are reflected in the table under "Executive Compensation." The
Company formerly maintained an Employee Stock Ownership Plan ("ESOP") qualified
under Section 401(a) of the Code. Effective January 1, 1991, the ESOP was
consolidated into the Company 401(k) Plan and all shares of Common Stock held in
the ESOP were transferred to the 401(k) Plan. All ESOP participants became
participants of the 401(k) Plan. Upon termination, each former participant of
the ESOP will be entitled to receive all of his distribution in shares of Common
Stock equal to the number of shares the participant held in the ESOP at the time
of consolidation. The Company 401(k) Plan previously contained a profit sharing
provision. Effective January 1, 1993, the 401(k) Plan was amended to provide
that no further employer discretionary contribution would be made to the 401(k)
Plan and a separate Profit Sharing Plan was adopted.
Profit Sharing Plan. Effective January 1, 1993, the Company established a
Profit Sharing Retirement Plan which meets the qualifications of Section 401(c)
of the Code (Profit Sharing Plan). All employees begin participation on the
later of January 1, 1993 or date of employment. Vesting is governed by seven
year graduated vesting including credit for continuous service with the Company
prior to the effective date. Participants' accounts will fully vest upon death,
disability or attainment of retirement age. Withdrawals may be made upon the
occurrence of death, total disability or retiring at age 65. The Company's
discretionary contribution is determined annually and is allocated among
eligible participants' accounts in the proportion that each participant's
compensation bears to the total compensation of all eligible employees during
the year. Amounts accrued for the benefit of the Company's Executive Officers
during fiscal 1993 are reflected in the table under "Executive Compensation."
Deferred Compensation Plan. Because the Company's Executive Officers are
effectively precluded from meaningful participation in the Company's 401(k)
Plan, the Company has established a non-qualified, unfunded plan to permit
Executive Officers to defer receipt of a percentage of pre-tax annual
compensation. The Deferred Compensation Plan is administered by the
Compensation Committee, which selects from senior management, top executive and
highly compensated employees, those employees who will participate in the
Deferred Compensation Plan. Contributions are invested in specially designed
insurance contracts, of which the Company is owner and beneficiary.
Participants are guaranteed a rate of return no less than the Moody's Seasoned
Long Term Bond Index. The Company will match 50% of an employee's contribution,
up to a maximum match of 2% of annual compensation. In the event of the death
of an employee, a participant's beneficiary is entitled to the greater of five
times the amount deferred in the participant's initial year or the total amount
credited to the participant's account. Benefits are paid in ten consecutive
annual installments, or can be paid in a single lump sum with Committee
approval. Amounts accrued for the benefit of the Company's Executive Officers
during fiscal 1993 are reflected in the table under "Executive Compensation."
Bonus Plan. The Board of Directors has established a Bonus Plan to reward
all executive, management and supervisory personnel for contributions to the
operations and profits of the Company. The Plan is discretionary and all
bonuses will be awarded only at the discretion of the Board of Directors.
Group Long-Term Disability Plan. The Company's non-participating group
long-term disability insurance plan (the "LTDP") provides reimbursement to
disabled employees equal to 60% of their basic monthly earnings, subject to a
maximum monthly benefit of $8,000. No payments were made to the Company's
current and former Executive Officers under the LTDP during fiscal 1993.
Other Compensation.
Pursuant to a severance agreement with Mr. Divin, formerly a CEO of the
Company, the Company was obligated to pay him $289,407 in eighteen
installments commencing June 1991. During fiscal 1992, the Company paid Mr.
Divin $215,347, including all amounts accelerated pursuant to the terms of the
Agreement when Ben Hill Griffin, Inc. and an affiliate acquired beneficial
ownershipof more than 50% of the Company's then outstanding voting securities.
Pursuant to a severance agreement with Mr. Deimling, a former Senior Vice
President of the Company, the Company paid him $125,000 on the date of his
termination during fiscal 1993. Pursuant to a severance agreement with
Mr. Fielding, a former Senior Vice President of the Company, the Company paid
him $100,000 in three quarterly installments during fiscal 1993. Pursuant to a
severance agreement with Mr. Peiser, former President and CEO of the
Company, the Company paid him $300,000 during fiscal 1993.
STOCK PERFORMANCE GRAPH
As part of the executive compensation information presented in this Proxy
Statement, the Securities and Exchange Commission requires a five-year
comparison of stock performance of the Company with stock performance of a
broad equity index such as the S&P 500 Stock Index and either a published
industry index or a Company-constructed peer group index.
The graph below compares the cumulative total stockholder return on the
Common Stock of the Company for the last five fiscal years, with the cumulative
total return on the S&P 500 Index and the S&P Food Stock index of the same
period. (Assuming a fixed investment of $100 in the Company's Common Stock, the
S&P 500 Index and the S&P Food Stock index on September 30, 1988.)
There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph below.
The Company will not make nor endorse any predictions as to future stock
performance.
COMPARITIVE STOCK PERFORMANCE GRAPH APPEARS HERE.
<TABLE>
The following table represents the data points associated with the comparitive
stock performance graph.
<CAPTION>
INDEX 1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
S&P Food(1) 100 161 163 229 260 235
S&P 500(2) 100 139 132 173 192 217
Orange-co, Inc 100 111 72 58 79 57
<F1>
(1) Total return calculations for the S&P 500 Index were performed by Standard
& Poor's Compustat Services, Inc.
<F2>
(2) Total return calculations for the S&P Food Index (consisting of
approximately 15 companies) is maintained by Standard & Poor Inc. and
reported in "Stocks in the S&P 500". Total return calculations for the S&P
Food Index were performed by Standard & Poor's Compustat Services, Inc.
</TABLE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company handled 2,541,187 boxes of fruit under a Marketing Contract during
fiscal 1993 for Ben Hill Griffin, Inc., a Company controlled by Ben Hill
Griffin, III, the Company's Chairman of the Board and Chief Executive Officer.
The continuing Marketing Contract is equivalent to contracts with other growers
and provides for modifications and cancellation by either party by giving notice
prior to August first preceding the next fruit season. Under the contract terms,
Ben Hill Griffin, Inc.'s fruit is processed and marketed along with fruit from
the Company and from other growers. Proceeds from sales of finished products and
all by-products, less costs of processing and marketing fee, are paid to growers
on the basis of fruit delivered to the Company. The Company makes advances on
sales which will be recovered from the final sales returns. The total amount
paid to Ben Hill Griffin, Inc. under the terms of this contract during the year
ended September 30, 1993 was $7,241,788. Additionally, the Company paid Ben Hill
Griffin, Inc. $194,146 for citrus trees at prices generally prevailing in the
industry for trees of comparable quality.
SHAREHOLDER PROPOSAL
A proposal has been submitted by a shareholder to require directors to own
10,000 shares of company stock to qualify. The rationale submitted is as
follows: "A Director needs more than just a token investment in the Company they
are overseeing in order to provide adequate incentive for excellence and more
importantly, a keen interest in direction of the stock price. A $50,000
investment in OJ stock is not a unrealistic requirement considering the upper
economic status that all Directors enjoy." Upon request by any person, the
Company will furnish the identity of the proponent, his address and number of
shares of Company stock owned.
The affirmative vote of a majority of the votes cast by holders of shares of
common stock at the meeting is required to approve the shareholder proposal.
Management Position
The Company's Board of Directors opposes the adoption of the proposal. While the
Board encourages its directors to own Company stock and all of the current
nominees for director and all of the directors currently serving own Company
stock as set forth in this Proxy Statement, the Board does not concur with the
proponent's attempt to set a threshold limit of 10,000 shares in order to serve
as a director. The Company believes that directors should be selected based
upon their business acumen, knowledge of the industry in which the Company
operates and ability to help the Company achieve its business objectives. Those
eligible for selection should not be limited based on the number of shares of
the Company owned by such person.
For all of the reasons indicated above, the Board of Directors recommends that
the shareholders vote AGAINST the proposal.
INDEPENDENT AUDITORS
KPMG Peat Marwick was engaged to audit the financial statements of the
Company and its subsidiaries for the 1993 fiscal year and is expected to act in
such capacity for the 1994 fiscal year. A representative of KPMG Peat Marwick
is expected to be present at the Annual Meeting, will be afforded an opportunity
to make a statement at the Meeting if desired, and will be available to respond
to appropriate questions. The Board of Directors' selection of KPMG Peat
Marwick as auditors will not be placed before the shareholders for ratification.
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Company's management knows of no business which may come before the
Annual Meeting except that indicated above. However, if other business is
brought before the Annual Meeting, the persons acting under the enclosed form of
proxy may vote thereunder in accordance with their best judgment.
PROPOSALS FOR 1995 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1995 Annual Meeting
should be sent certified mail, return receipt requested, and must be received by
the Company at its principal executive offices (Attention: Corporate Secretary)
by August 28, 1994 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 1995 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.
By Order of the Board of Directors,
John R. Alexander
Secretary
ORANGE-CO, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ORANGE-CO, INC.
The undersigned hereby constitutes and appoints
Ben Hill Griffin, III and John R. Alexander, or either of them,
attorneys, agents and proxies with power of substitution to vote all
of the shares of Common Stock of Orange-co, Inc. (the "Company") that
the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company, to be held at the Citrus and Chemical
Bank, 600 North Broadway, Bartow, Florida, February 24, 1994 at
10:00 A.M., local time, and at any adjournment thereof. The Proxy
when properly executed will be voted in the manner directed; if no
direction is made with respect to election of directors, this Proxy
will be voted FOR the nominees; if no direction is made with respect
to the shareholder proposal, this proxy will be voted AGAINST the
proposal. In their discretion the parties are also authorized to vote
upon such other matters as may properly come before the meeting,
including the election of any person to the Board of Directors where a
nominee named in the Proxy Statement is unable to serve or, for good
cause, will not serve.
1) Nomination for election as directors: Ben Hill Griffin, III;
John R. Alexander; Richard A. Coonrod; Paul E. Coury;
George W. Harris, Jr.; Gene Mooney; W. Bernard Lester;
C. B. Myers, Jr.; Thomas H. Taylor, Sr.
Unless authority is withheld, this Proxy will be voted for the
election of all nominees.
2) Shareholder Proposal: Directors are required to own 10,000 shares
of Company stock to qualify.
The undersigned acknowledges receipt of the Notice of Annual Meeting
of Shareholders and the Proxy Statement dated January 14, 1994 and
ratifies all that the proxies or either of them or their substitutes
may lawfully do or cause to be one by virtue hereof and revokes all
former proxies.
(Continued and to be voted, signed and dated on reverse side)
Reverse Side of Proxy Voting Card
Please mark your
votes as in this SHARES IN YOUR NAME
example
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Shareholder
Directors Proposal
(see Reverse) (see reverse)
Change
of
Address
For, except vote withheld from the following nominee(s):
Signature(s) Date
Signature(s) Date
Note: Please sign exactly as name appears heron. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
