ORANGE-CO, INC.
2020 Highway 17 South
P. O. Box 2158
Bartow, Florida 33831-2158
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held February 27, 1997
January 22, 1997
TO: The Stockholders
Notice is hereby given that the Annual Meeting of
Stockholders of Orange-co, Inc., a Florida corporation (the
"Company"), will be held at the Citrus & Chemical Bank, 600 North
Broadway, Bartow, Florida, February 27, 1997 at 10:00 a.m. local
time, for the following purposes:
1. To elect nine (9) directors to hold office until the 1998
Annual Meeting of stockholders or until the election and
qualification of their successors.
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on
January 20, 1997 will be entitled to vote at the Annual Meeting
or any adjournment thereof.
By Order of the Board of Directors,
/s/John R. Alexander
--------------------
John R. Alexander
Secretary
YOUR VOTE IS IMPORTANT. PLEASE EXECUTE AND RETURN THE ENCLOSED
PROXY PROMPTLY, IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE MEETING. IN THE EVENT YOU WISH TO
ATTEND THE MEETING, YOU MAY, IF DESIRED, REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
ORANGE-CO, INC.
2020 Highway 17 South
P. O. Box 2158
Bartow, Florida 33831-2158
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 27, 1997
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 the Citrus and Chemical
Bank, 600 North Broadway, Bartow, Florida on February 27, 1997 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 22,
1997.
VOTING SECURITIES
The Company has only one class of voting securities
outstanding, its Common Stock, $.50 par value per share, of which
10,301,975 shares were outstanding as of January 3, 1997. Each
share entitles the holder thereof to one vote. Only stockholders
of record at the close of business on January 20, 1997 will be
entitled to vote at the meeting or any and all adjournments
thereof.
-1-
Securities Ownership of Certain Beneficial Owners
<TABLE>
<CAPTION>
The following table sets forth information as of January 3,
1997, 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.
<S> <C> <C>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
Ben Hill Griffin, Inc. 5,105,160(1) 49.56
700 S. Alternate Hwy. 27
Frostproof, Florida 33843
</TABLE>
<F1>
(1) Does not include 124,000 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. A plurality of votes will elect each Director.
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-
<TABLE>
<CAPTION>
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:
Shares
Beneficially
Position, Principal Owned as Percent
Occupations and Other of January of
Name and Age Directorships 3, 1997 Class
<S> <C> <C> <C>
Ben Hill Griffin Director, Chairman of the 124,000(1) 1.20
III, 54(2) Board and Chief Executive
Officer of the Company
since May 28, 1992. For
over five years, 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
SunTrust Bank, Central
Florida, N.A.
John R. Alexander, Director, Senior Vice 1,778 *
60(2) President and Secretary
of the Company since
May 28, 1992. For over
five years, Vice
President of Ben Hill
Griffin, Inc. Director of
Farm Credit of Southwest
Florida.
Richard A. Coonrod, Director of the Company 1,000 *
65 since February 1990.
For over five years,
President and Chief
Executive Officer of
Coonrod Agriproduction
Corporation (food and
agribusiness). General
Partner of The Food Fund
(investment partnership).
Paul E. Coury, Director of the Company 1,000 *
M.D., 72 since December 15, 1992.
Occupational physician.
From May 1955 to January
1996, Managing Partner
of Doctors Miller, Coury
& Nobo, P.A. (medicine &
surgery practice).
George W. Harris, Director of the Company 1,000 *
Jr., 62(2) since December 15, 1992.
For over five years,
Chairman of the Board and
Chief Executive Officer
of Citrus and Chemical
Bank.
-3-
Shares
Beneficially
Position, Principal Owned as Percent
Occupations and Other of January Of
Name and Age Directorships 3, 1997 Class
W. Bernard Lester, Director of the Company 2,600 *
57 since May 28, 1992. For
over five years,
Director, Executive Vice
President and Chief
Operating Officer of
Alico, Inc.,
(agribusiness).(3)
Gene Mooney, 53 Director of the Company 270 *
since October 14, 1993.
President and Chief
Operating Officer of the
Company since November 13,
1992. From November 1989
to April 1992, Vice
President of Operations &
Sales of Silver Springs
Citrus Cooperative, Inc.
From April 1992 to
November 1992, General
Manager of Winter Garden
Citrus Products
Cooperative.
C. B. Myers, Jr., Director of the Company 6,500 *
75(4) since May 28, 1992. For
over five years,
Practicing attorney and
President of Peterson and
Myers, P.A.
Thomas H. Taylor, Director of the Company 1,000 *
Sr., 61 since May 28, 1992. For
over five years, 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.
<F2>
(2)Messrs. Griffin, Harris and Alexander are brothers-in-law.
<F3>
(3)49.71% of the common stock of Alico, Inc. is owned by Ben Hill
Griffin, Inc.
<F4>
(4)Mr. Myers and other members of Peterson and Myers, P.A. provided
legal services to the Company during fiscal 1996 and continue to
provide such services as of the date of this proxy.
Director's Compensation
Directors of the company are paid $1,000 for each Board
meeting and separately scheduled committee meeting attended
except for Executive Committee meetings for which no fees are
paid. Out-of-pocket expenses related to the attendance of
Directors at such meetings are reimbursed by the Company.
-4-
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 5 meetings during fiscal
1996. 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 Gene Mooney. The
Executive Committee met 30 times during fiscal 1996.
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, reviews 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 approves the types
of professional services for which the Company may retain the
independent auditors. The Audit Committee held 2 meetings during
fiscal 1996.
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 3 meetings during fiscal
1996.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
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.
Name and Age Position, Principal Occupations and Other
Directorships
<S> <C>
Ben Hill Griffin, Chairman of the Board and Chief Executive
III, 54 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, packaging 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.
-5-
Name and Age Position, Principal Occupations and Other
Directorships
Eugene C. Mooney, President and Chief Operating Officer of
53 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.
John R. Alexander, Senior Vice President, Secretary and a
60 Director of the Company since May 1992.
For over five years, Mr. Alexander has
served as Vice President of Ben Hill
Griffin, Inc.
Dale A. Bruwelheide, Vice President, Chief Financial Officer,
47 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.
</TABLE>
<TABLE>
<CAPTION>
Stock ownership of executive officers, exclusive of those named
previously, is as follows:
Position, Principal Shares
Occupations Beneficially Percent
and Other Owned as of of
Name and Age Directorships 1/3/97 Class
<S> <C> <C> <C>
Dale A. Bruwelheide, Vice President and 5,100(1) *
47 Chief Financial
Officer
All Directors and
Executive Officers
as a group
(10 persons) 139,257(2) 1.35
</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)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 90 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 judgment 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
the profit achieved by the Company, the greater the bonuses awarded
to the Company executives. The Chief Executive Officer's
compensation for fiscal 1996 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. 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDERS PARTICIPATION
The Compensation Committee is composed of C. B. Myers, Jr.,
Chairman; Thomas H. Taylor, Sr., and 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.
C. B. Myers, Jr., Chairman
Thomas H. Taylor, Sr.
Paul E. Coury, M.D.
-7-
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term
Annual Compensation Compensation
Name and Principal Options/ All Other
Position Year Salary Bonus SARS (#) Compensation(1)
<S> <C> <C> <C> <C> <C>
Chairman of the
Board & Chief
Executive Officer
Ben Hill Griffin, 1996 150,083 142,000 - 15,500
III 1995 110,000 175,000 - 17,583
1994 100,000 125,000 - 15,167
Executive Officers
Gene Mooney 1996 145,932 80,000 - 50,829
President & Chief 1995 138,938 80,000 - 46,536
Operating Officer 1994 135,000 47,500 - 35,537
John R. Alexander 1996 93,665 40,000 - 58,732
Senior Vice President 1995 92,621 45,000 - 54,744
and Secretary 1994 90,000 37,500 - 41,519
Dale A. Bruwelheide 1996 90,133 40,000 - 21,501
Vice President & Chief 1995 87,675 45,000 - 20,457
Financial Officer 1994 83,500 30,000 - 13,814
Conrad L. Williams 1996 91,762 17,500 - 9,910
Vice President of 1995 89,852 25,000 - 9,163
Sales & Marketing 1994 86,297 22,000 - 7,154
</TABLE>
<F1>
(1) Other compensation amounts generally include Company contributions
to the named executives' Deferred Compensation Plan, Management
Security Plan, Profit Sharing Plan, and Director fees.
-8-
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISED IN FISCAL 1996
AND FY-END 1996 OPTION/SAR VALUES(1)
Number of Dollar Value
Unexercised of Unexercised
Shares Options(2) in-the-Money
Acquired Value at Fiscal Options at
on Realized Year End Fiscal Year
Name Exercise(#) Realized($) 1996 (#) End 1996($)
<S> <C> <C> <C> <C>
Ben Hill Griffin, III -0- -0- -0- -0-
Dale A. Bruwelheide -0- -0- 5,000 11,563
Conrad L. Williams -0- -0- 5,625 13,008
</TABLE>
<F1>
(1)The Company does not have a stock appreciation rights
plan.
<F2>
(2)All options listed were exercisable as of September 30,
1996. There were no options held by the named persons which
were not exercisable as of September 30, 1996.
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's current stock
option plan, the 1987 Employee Stock Option Plan (the "1987
Plan"), has been approved by the Company's shareholders and is
administered by the Company's Compensation Committee (the
"Committee"), which is composed entirely of persons who are not
eligible to participate in the 1987 Plan. The Committee has
discretion to select key employees to whom options will be
granted based upon the Committee's assessment of the employee's
ability to contribute materially to the growth and development of
the Company. Under 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.
Until November 1994, the Company also maintained the 1984
Incentive Stock Option Plan (the "1984 ISO Plan"), pursuant to
which the Committee granted only incentive stock options to key
employees based upon the Committee's assessment of the employee's
ability to contribute to the growth and development of the
Company. The 1984 ISO Plan expired November 1994 and no further
options can be granted pursuant to the Plan. Effective December
1995, all options granted under the 1984 ISO Plan expired.
Payment for shares to be acquired on 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.
During fiscal 1996, 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 1996.
-9-
<TABLE>
<CAPTION>
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.
Shares Reserved Plan Maximum
Plan for Issuance Termination Date Term of Option
<S> <C> <C> <C>
1987 Plan 750,000 1997 10 years(1)(2)
1984 Plan(3) 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.
<F3>
(3)Plan expired in November 1994; as of December 1, 1995 all
options granted under this plan expired.
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. No amounts were accrued for the benefit of the Company's
Executive Officers during Fiscal 1996. The 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
the earlier of death, total disability or retiring at age 65.
The Company's discretionary contribution is determined annually
by the Board of Directors 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 1996 are reflected in
the "Summary Compensation Table", under "All Other Compensation".
-10-
Deferred Compensation Plan. Because the Company's Executive
Officers are effectively precluded from meaningful participation
in the Company's 401(k) Plan, the Company 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. Participants are
guaranteed a rate of return no less than the Moody's Seasoned
Long Term Bond Index. The Company matches, in accordance with
rates 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. 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 1996 are reflected in
the "Summary Compensation Table", under "All Other 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 $9,000. No payments were made to the Company's
Executive Officers under the LTDP during fiscal 1996.
Management Security Plan. The Company has implemented a non-
qualified deferred benefit retirement plan. The Plan covers
certain management and key personnel of the Company. The Plan 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
participant's 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 1996 are reflected in the "Summary
Compensation Table", under "All Other Compensation".
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on the Company records and other information, the Company
believes that all SEC filing requirements applicable to its
Directors and Officers with respect to the Company's fiscal year
ended September 30, 1996 were complied with, except that one
report on Form 4 was filed late by Mr. Alexander reporting one
transaction.
-11-
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, 1991.)
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.
<TABLE>
<CAPTION>
YEAR S&P FOOD S&P 500 ORANGE-CO, INC.
<S> <C> <C> <C>
1991 100 100 100
1992 114 111 136
1993 103 125 97
1994 114 130 115
1995 141 169 146
1996 174 203 161
</TABLE>
Total return calculations for the S&P 500 Index were performed by
Standard & Poor's Compustat Services, Inc.
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.
-12-
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company handled 1,312,261 boxes of fruit under a marketing
contract during fiscal 1996 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 marketing contract is
equivalent to contracts with other growers. 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 marketing contracts which are recovered from the
final fruit returns. The total amount paid to Ben Hill Griffin,
Inc. under the terms of this contract during the year ended
September 30, 1996 was $3,211,649. Additionally, during fiscal
1996, the Company paid Ben Hill Griffin, Inc. $392,213 for fruit
purchased under a spot fruit contract. Also, the Company paid Ben
Hill Griffin, Inc. $2,861,589 for other goods and services,
principally the purchase of fertilizer and citrus trees at prices
approximating market during fiscal 1996.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP was engaged to audit the financial
statements of the Company and its subsidiaries for the 1996
fiscal year and is expected to act in such capacity for the 1997
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 1998 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1998
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 29,
1997 for inclusion in the proxy statement and the form of proxy
for that meeting. Such proposals may be made only by persons who
are shareholders, beneficially or of record on the date the
proposals are submitted and who continue in such capacity through
the 1998 Annual Meeting date, of at least 1% or $1,000 in market
value of securities entitled to be voted at the meeting, and have
held such securities for at least one year.
By Order of the Board of Directors,
/s/John R. Alexander
---------------------
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 Gene Mooney, or either of them, attorneys, agents and
proxies with power of substitution to vote all of the share 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 27, 1997 at
10:00 A.M. local time, and 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 Griffin, III; John R. Alexander;
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 be voted for the
election of all nominees.
(Change of Address/Comments)
(If you have written in the above space, please mark the
corresponding box on the 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 CARD
Please mark your votes as indicated in this example X
FOR WITHHELD
1. ELECTION OF
DIRECTORS ____ ____ (See Reverse)
(See Reverse)
For, except vote withheld from the following nominee(s):
Change of Address
Annual Meeting
The undersigned acknowledges receipt of the Notice
of Annual Meeting of Shareholders and the Proxy
Statement dated January 22, 1997 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.
Signatures 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.
