ORANGE-CO, INC.
2020 Highway 17 South
P. O. Box 2158
Bartow, Florida 33830
________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 23, 1995
________________________________________________
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 23, 1995 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 17,
1995.
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, 1995. Each
share entitles the holder thereof to one vote. Only stockholders
of record at the close of business on January 6, 1995 will be
entitled to vote at the meeting or any and all adjournments
thereof.
Securities Ownership of Certain Beneficial Owners
The following table sets forth information as of January 6,
1995, 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.
<TABLE>
<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
</TABLE>
<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.
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 as Directors of the Company.
2
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 currently serve as directors:
<TABLE>
<CAPTION>
Shares
Position, Principal Beneficially
Name and Age Occupations and Other Owned as of Percent
Directorships January 6, 1995 of Class
<S> <C> <C> <C>
Ben Hill Griffin III, Director, Chairman of the 260,100 (1) 2.4
52 (2) Board 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 Sun Bank, N.A.
John R. Alexander, Director, Senior Vice 1,116 *
58 (2) President 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, Director of the Company since 1,000 *
63 February 1990. President and
Chief Executive Officer of
Coonrod Agriproduction
Corporation (food and
agribusiness). General Partner
of The Food Fund (investment
partnership).
Paul E. Coury, MD, Director of the Company since 1,000 *
70 December 15, 1992.
Occupational physician.
George W. Harris, Jr., Director of the Company since 1,000 *
60 (2) December 15, 1992. Chairman of
the Board and Chief Executive
Officer of Citrus and Chemical
Bank.
W. Bernard Lester, Director of the Company since 1,400 *
55 May 28, 1992. Director,
Executive Vice President and
Chief Operating Officer of
Alico Inc. (agribusiness). (4)
Gene Mooney, Director of the Company since 270 *
51 October 14, 1993. President
and Chief Operating Officer of
the Company since November 13,
1992.
3
C. B. Myers, Jr., Director of the Company since 6,500 *
73 (3) May 28, 1992. Practicing
attorney and President of
Peterson, Myers, Craig, Crews,
Brandon & Puterbaugh, P.A.
Thomas H. Taylor, Sr. Director of the Company since 1,000 *
59 May 28, 1992. Chairman of
the Board and Chief Executive
Officer of Taylor Ranch, Inc.
(agribusiness).
</TABLE>
* 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 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 1994 and continue to provide such
services as of the date of this proxy.
<F4>
(4) 49.71% of the common stock of Alico, Inc. is owned by Ben
Hill Griffin, Inc.
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 7 meetings during fiscal
1994. 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 20 times during fiscal 1994.
4
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 held 1 meeting during
fiscal 1994.
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 held 2 meetings during fiscal
1994.
EXECUTIVE OFFICERS
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.
<TABLE>
<CAPTION>
Position, Principal Occupations
Name and Age and Other Directorships
<S> <C>
Ben Hill Griffin, III, 52 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, 51 President and Chief Operating
Officer of the Company since
November 1992; Director of the
Company since October 1993. 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, 58 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.
5
Dale A. Bruwelheide, 45 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, 64 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, exclusive of those named previously,
is as follows:
<TABLE>
<CAPTION>
Shares
Beneficially
Position, Principal Occupations Owned as of Percent
Name and Age and Other Directorships 1/6/95 of Class
<S> <C> <C> <C>
Dale A. Bruwelheide, Vice President and Chief 5,100 (1) *
45 Financial Officer
Conrad L. Williams, Vice President, Sales and 5,625 (2) *
64 Marketing, of Orange-co of
Florida, Inc.
All Directors and 284,111 (3) 2.76
Executive Officers
as a group (11
persons)
</TABLE>
* 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; does
include options to purchase shares of the Company's Common
Stock which are held by Executive Officers and are exercisable
within 60 days.
6
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, including compensation
for the Chief Executive Officer, 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.
Generally, the higher profit achieved by the Company, the greater
the bonuses awarded to the Company executives. The Chief
Executive Officer's compensation for fiscal 1994 was increased as
a result of the increased profit achieved by the Company.
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. 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 1994. 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.
7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-term
Compensation
Name and Principal Other Annual Options/ All Other
Position Year Salary Bonus Compensation(6) SARS(#) Compenation (7)
<S> <C> <C> <C> <C> <C> <C>
Chairman of the
Board & Chief
Executive Officer
Ben Hill Griffin, 1994 $100,000 $125,000 $20,917 - -
III, (1) 1993 100,000 85,000 19,600 - -
1992 100,000 40,000 2,360 - -
Former Chief
Executive Officers
Robert A. Peiser 1994 - - - - -
(2) 1993 26,538 - 500 - -
President & CEO 1992 192,724 101,719 7,838 - $300,000
Rolland G. Divin 1994 - - - - -
(3) CEO 1993 - - - - -
1992 - - - - 215,347
Executive Officers
Gene Mooney (4) 1994 135,000 47,500 38,760 - -
President & Chief 1993 125,000 30,000 10,882 - -
Operating Officer 1992 - - - - -
John R. Alexander 1994 90,000 37,500 42,744 - -
(5) 1993 80,417 35,000 21,481 - -
Senior Vice 1992 80,000 30,000 4,254 - -
President &
Secretary
Dale A. Bruwelheide 1994 83,500 30,000 20,352 - -
Vice President & 1993 80,000 20,000 12,698 - -
Chief Financial 1992 79,128 22,187 12,889 - -
Officer
Conrad L. Williams 1994 86,297 22,000 12,693 - -
Vice President of 1993 82,680 20,670 13,434 - -
Sales & Marketing 1992 84,626 22,187 12,281 - -
Former Executive
Officers
Carl J. Deimling 1994 - - - - -
Senior Vice 1993 10,044 - 153 - 125,000
President 1992 127,917 61,537 8,783 - -
Processing
Operations
Erroll L. Fielding 1994 - - - - -
Senior Vice 1993 6,690 - 53 - 100,000
President 1992 102,179 51,188 8,669 - -
Grove Operations
</TABLE>
8
<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 an affiliate purchased 52.3% of
Orange-co, Inc.'s stock from Stoneridge Resources, Inc. The
$100,000 in 1992 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 $26,974 of which was paid in fiscal 1992 due to the
fact that he served in the position only part of the year.
<F6>
(6) Other compensation amounts generally include Company
contributions to the named executives' Deferred Compensation
Plan, Management Security Plan, Profit Sharing Plan, Director
fees, accrued amounts for automobile allowances and dues.
<F7>
(7) Amounts represent severance payments made or accrued in
accordance with severance agreements between the named employed
individuals and the Company.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1994
AND FY-END 1994 OPTION/SAR VALUES(1)
<TABLE>
<CAPTION>
Number of
Unexercised Dollar Value
Options of Unexercised
Shares at Fiscal in-the-Money
Acquired Value Year End Options at
on Exercise Realized 1994 Fiscal Year
Name (#) ($) (#) (2) End 1994 ($)
<S> <C> <C> <C> <C>
Ben Hill Griffin, III -0- -0- -0- -0-
Dale A. Bruwelheide -0- -0- 5,000 -0-
Conrad L. Williams -0- -0- 5,625 -0-
</TABLE>
<F1>
(1) The Company does not have a stock appreciation rights plan.
<F2>
(2) All options listed were exercisable as of September 30, 1994.
There were no options held by the named persons which were not
exercisable as of September 30, 1994.
9
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 1984 Incentive Stock Option Plan (the "1984 ISO
Plan"), the Committee granted only incentive stock options. The
exercise price of options issued under the 1984 ISO Plan was
equal to the fair market value of the Company's Common Stock on
the date of grant, except that options issued under the 1984 ISO
Plan as incentive stock options to persons possessing more than
10% of the voting power of the Company, its parent or
subsidiaries had an exercise price equal to 110% of the fair
market value of the Common Stock on the date of grant. This Plan
expired in November 1994 and no further options can be granted
pursuant to the Plan.
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.
<TABLE>
<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)
</TABLE>
<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.
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 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
10
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 the 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 1994, 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 1994.
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 may elect to participate beginning on
the first calendar quarter following date of employment or the
first of any subsequent calendar quarter and 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). The Company will match, in accordance with rates to be
established annually by the Board of Directors, those
contributions made by participants who are employed by the
Company on the last day of the Plan Year. Under certain
circumstances, if the 401(k) Plan is considered "top-heavy" under
applicable provisions of the Code, the Company 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 1994 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 1994 are reflected in the table under "Executive
Compensation".
11
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 1994 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 or former Executive Officers under the LTDP during fiscal
1994.
Management Security Plan. The Company has implemented a non-
qualified deferred 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 is
based on the participants annual salary and age at the date of
entry into the Plan. Amounts accrued for the benefit of the
Company's Executive Officers during fiscal 1994 are reflected in
the table under "Executive Compensation".
12
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
the investment of $100 in the Company's Common Stock, the S&P 500
Index and the S&P Food Stock Index on September 30, 1989.)
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.
<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.
13
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company handled 1,841,803 boxes of fruit under a marketing
contract during fiscal 1994 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 service 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, 1994 was $5,393,939. Additionally, the
Company paid Ben Hill Griffin, Inc. $1,935,000 for other goods
and services, principally the purchase of fertilizer and citrus
trees at prices approximating market during fiscal 1994.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP was engaged to audit the financial
statements of the Company and its subsidiaries for the 1994
fiscal year and is expected to act in such capacity for the 1995
fiscal year. A representative of KPMG Peat Marwick LLP 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 LLP 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 1996 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1996
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,
1995 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 1996 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
-----------------
John R. Alexander
Secretary
14
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 23, 1995 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. 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 (Change of Address/
Griffin, III; John R. Alexander; Comments)
Richard A. Coonrod; Paul E. Coury; George W. ___________________
Harris, Jr.; W. Bernard Lester; Gene Mooney; ___________________
C. B. Myers, Jr.; Thomas H. Taylor, Sr. ___________________
Unless authority is withheld, this Proxy will (If you have written
be voted for the election of all nominees. in the above space,
please mark the
corresponding box on
reverse side of this
card.)
You are encouraged to specify your choices by marking the appropriate
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendations. Your shares
cannot be voted unless you sign and return this card.
SEE REVERSE SIDE
Reverse side of Proxy Voting Card
Please mark your votes as in this example. SHARES IN YOUR NAME ________
1. Election of Directors (See Reverse Side) FOR___ WITHHELD___
For, except vote withheld from the following nominee(s):
-------------------------------------------------------
Change of Address________
Attend Meeting___________
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement dated January 17, 1995 and ratifies all
that the proxies or either of them or their substitutes may lawfully do or
cause to be done by virtue hereof and revokes all former proxies.
SIGNATURE(S)_____________________ DATE______________________
SIGNATURE(S)_____________________ DATE______________________
NOTE: Please sign exactly as name appears hereon. Joint Owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
