ORANGE-CO, INC.
2020 US HIGHWAY 17 SOUTH
P.O. BOX 2158
BARTOW, FLORIDA 33831-2158
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 19, 1998
January 23, 1998
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 and
Chemical Bank, 600 North Broadway, Bartow, Florida on February 19, 1998 at 10:00
a.m. local time, for the following purposes:
1. To elect nine (9) Directors to hold office until the 1999 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, 1998 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 US HIGHWAY 17 SOUTH
P.O. BOX 2158
BARTOW, FLORIDA 33831-2158
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 19, 1998
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 19, 1998 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 23, 1998.
VOTING SECURITIES
The Company has only one class of voting securities outstanding, its Common
Stock, $.50 par value per share, of which 10,309,475 shares were outstanding as
of January 2, 1998. Each share entitles the holder thereof to one vote. Only
stockholders of record at the close of business on January 20, 1998, 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 2, 1998, 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
Beneficial Owner Beneficial Ownership Percent of Class
Ben Hill Griffin, Inc.(1) 5,105,160(2) 49.51
700 S. Alternate Hwy. 27
Frostproof, Florida 33843
</TABLE>
<F1>
(1) Ben Hill Griffin, Inc. shares through its wholly owned subsidiary Ben Hill
Griffin Investments, Inc.
<F2>
(2) Does not include 88,500 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's Common Stock 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 OCCUPATIONS OWNED AS OF PERCENT
NAME AND AGE AND OTHER DIRECTORSHIPS JANUARY 2, 1998 OF CLASS
<S> <C> <C> <C>
Ben Hill Griffin, III, 55 (1) Director, Chairman of the Board and Chief Executive 88,500(2) 0.86
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 and Chief Executive Officer
of Alico, Inc., (a publicly-owned agribusiness
company). Director of SunTrust Bank, Central
Florida, N.A.
John R. Alexander, 61(1) Director, Senior Vice President and Secretary of 1,787(2) *
the Company since May 28, 1992. Director of Farm
Credit of Southwest Florida.
Richard A. Coonrod, 66 Director of the Company since February 1990. For 1,000 *
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, M.D., 73 Director of the Company since December 15, 1992. 1,000 *
Occupational physician. From May 1955 to January
1996, Managing Partner of Doctors Miller, Coury &
Nobo, P.A. (medicine & surgery practice).
George W. Harris, Jr., 63(1) Director of the Company since December 15, 1992. 1,000 *
For over five years, Chairman of the Board and
Chief Executive Officer of Citrus and Chemical
Bank.
-3-
SHARES
BENEFICIALLY
POSITION, PRINCIPAL OCCUPATIONS OWNED AS OF PERCENT
AND OTHER DIRECTORSHIPS JANUARY 2, 1998 OF CLASS
NAME AND AGE
W. Bernard Lester, 58 Director of the Company since May 28, 1992. 2,600 *
Director, President and Chief Operating Officer of
Alico, Inc. From 1988 to 1997, Director, Executive
Vice President and Chief Operating Officer of
Alico, Inc. (agribusiness).(3)
Gene Mooney, 54 Director of the Company since October 14, 1993. 1,087 *
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., 76(4) Director of the Company since May 28, 1992. For 6,500 *
over five years, Practicing attorney and President
of Peterson and Myers, P.A.
Thomas H. Taylor, Sr., 62 Director of the Company since May 28, 1992. For 1,000 *
over five years, Chairman of the Board and Chief
Executive Officer of Taylor Ranch, Inc.
(agribusiness).
* Less than one percent.
</TABLE>
<F1>
(1) Messrs., Griffin, Alexander and Harris are brothers-in-law.
<F2>
(2) Does not include 5,105,160 shares beneficially 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 Chairman of the Board and Chief
Executive Officer.
<F3>
(3) 49.71% of the common stock of Alico, Inc. is beneficially owned by Ben Hill
Griffin, Inc. through its wholly owned subsidiary Ben Hill Griffin
Investments, Inc.
<F4>
(4) Mr. Myers and other members of Peterson and Myers, P.A. provided legal
services to the Company during fiscal 1997 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 1997. 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 26 times during fiscal 1997.
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 1 meeting during fiscal 1997.
THE COMPENSATION COMMITTEE reviews the compensation of the executive offices
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 4 meetings during fiscal 1997.
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>
NAME AND AGE POSITION, PRINCIPAL OCCUPATIONS AND OTHER DIRECTORSHIPS
<S> <C>
Ben Hill Griffin, III, 55 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, 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 and Chief Executive Officer of
Alico, Inc. ("Alico"), a publicly-owned agribusiness company.
-5-
NAME AND AGE POSITION, PRINCIPAL OCCUPATIONS AND OTHER DIRECTORSHIPS
<S> <C>
Eugene C. Mooney, 54 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.
John R. Alexander, 61 Senior Vice President, Secretary and a 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, 48 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.
</TABLE>
<TABLE>
<CAPTION>
Stock ownership of Executive Officers and Directors, individually (exclusive of
those named previously), and as a group, is as follows:
<S> <C> <C> <C>
Position, Principal
Occupation and Shares Beneficially Percent
Name and Age Other Directorships Owned as of 1/2/98 of Class
<S> <C> <C> <C>
Dale A. Bruwelheide, 48 Vice President and Chief 5,100(1) *
Financial Officer
All Directors and 120,174(2) 1.16
Executive Officers as a
Group (10 Persons)
*Less than one percent
</TABLE>
<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
shares of the Company's Common Stock beneficially 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 1997 was
decreased as a result of the decreased 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
OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SARS (#) COMPENSATION(1)
<S> <C> <C> <C> <C> <C>
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Ben Hill Griffin, III 1997 170,333 58,000 - 9,000
1996 150,083 142,000 - 15,500
1995 110,000 175,000 - 17,583
EXECUTIVE OFFICERS
Gene Mooney 1997 153,000 70,000 - 64,312
President and Chief Operating 1996 145,932 80,000 - 50,829
Officer 1995 138,938 80,000 - 46,536
John R. Alexander 1997 94,333 17,000 53,595
Senior Vice President and 1996 93,665 40,000 - 58,732
Secretary 1995 92,621 45,000 - 54,744
Dale A. Bruwelheide 1997 92,933 21,000 - 16,775
Vice President and Chief 1996 90,133 40,000 - 21,501
Financial Officer 1995 87,675 45,000 - 20,457
</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 1997
AND FY-END 1997 OPTION/SAR VALUES(1)
Number of Dollar Value of
Unexercised Unexercised In The
Options (2) at Money Options at
Shares Acquired Value Fiscal Year End Fiscal Year End
Name On Exercise (#) Realized ($) 1997 (#) 1997 ($)
<S> <C> <C> <C> <C>
Ben Hill Griffin, III - 0 - - 0 - - 0 - - 0 -
Dale A. Bruwelheide - 0 - - 0 - 5,000 $13,437
</TABLE>
<F1>
(1) The Company does not have a stock appreciation rights plan.
<F2>
(2) All options listed were exercisable as of September 30, 1997. There
were no options held by the named persons which were not exercisable as of
September 30, 1997.
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 PLAN. The Company's 1987 Employee Stock Option Plan
(the "1987 Plan"), which expired during fiscal 1997, is administered by the
Company's Compensation Committee (the "Committee"), which is composed entirely
of persons who were not eligible to participate in the 1987 Plan. The 1987 Plan
authorized the grant of incentive stock options within the meaning of Section
422A of the Internal Revenue Code of 1986, as amended (the "Code"), as well as
non-qualified options that did not meet the requirements of incentive stock
options. A total of 750,000 shares of the Company's Common Stock were reserved
for issuance under the 1987 Plan. All outstanding options granted under the
1987 Plan became immediately exercisable pursuant to their 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. The maximum
term of each option granted under the 1987 Plan varied depending on the type of
option in question. In the case of incentive stock options, the maximum term is
5 years if the option holder owns more than 10% of the voting power of the
Company, its parent or subsidiaries. In the case of non-qualified stock
options, the maximum term is 10 years and 1 day.
There are currently options on 19,925 shares issued and outstanding. Payment
for shares to be acquired on exercise of options granted under the Company's
1987 Plan 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 1997, no options to
purchase shares of Common Stock were awarded to the Company's Executive Officers
under the 1987 Plan nor did any of the current Executive Officers exercise any
options. Since the 1987 Plan expired during fiscal 1997, no further options can
be granted.
-9-
<TABLE>
<CAPTION>
The following table contains information regarding the shares of Common Stock
reserved under the Company's stock option plan, the year the 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)
</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.
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 1997. 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 1997 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 1997 are reflected in the "Summary
Compensation Table" under "All Other Compensation".
BONUS PLAN. The Board of Directors has 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 1997.
MANAGEMENT SECURITY PLAN. The Company has a non-qualified deferred benefit
retirement plan covering 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 1997 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
its Directors and Officers have complied with all SEC filing requirements with
respect to the Company's fiscal year ended September 30, 1997.
-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, 1992.)
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>
1992 100 100 100
1993 90 113 72
1994 100 117 85
1995 124 152 108
1996 153 183 118
1997 205 257 126
</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 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 2,523,892 boxes of fruit under a marketing contract
during fiscal 1997 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
fees, 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 net amount paid to Ben Hill Griffin, Inc. under the terms of
this contract during the year ended September 30, 1997 was $6,084,700. Also,
the Company paid Ben Hill Griffin, Inc. $2,538,722 for other goods and services,
principally the purchase of fertilizer and citrus trees at competitive market
prices during fiscal 1997.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP was engaged to audit the financial statements of the
Company and its subsidiaries for the 1997 fiscal year and is expected to act in
such capacity for the 1998 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 1999 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1999 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, 1998, for inclusion in the proxy statement and the form of proxy
for that meeting. Such proposals may be made only by persons who are
shareholders, beneficially or of record on the date the proposals are submitted
and who continue in such capacity through the 1999 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
-13-
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 19, 1998 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.
(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 you 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 23, 1998 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.
