ALICO, INC.
Post Office Box 338
La Belle, Florida 33975
________________________
Notice of Annual Meeting of Stockholders
To be held December 7, 2000
________________________
November 15, 2000
To the Stockholders of ALICO, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ALICO, INC.,
a Florida corporation (the "Company"), will be held at the Holiday Inn Select,
13051 Bell Tower Drive, Fort Myers, Florida, at Ten O'Clock A.M., on Thursday,
December 7, 2000, for the following purposes:
1. To elect eight Directors to serve until the next Annual Meeting of
Stockholders or until their respective successors have been elected and
qualified.
2. To transact such other business as may properly come before the meeting
or any and all adjournments thereof.
Only stockholders of record on the Company's books at the close of business on
October 13, 2000 will be entitled to notice of, and to vote at, said meeting
and any and all adjournments thereof.
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, BUT WISH YOUR SHARES
TO BE VOTED UPON THE MATTERS TO COME BEFORE IT, PLEASE COMPLETE, SIGN
AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT IN THE ENCLOSED
ENVELOPE. POSTAGE IS NOT REQUIRED IF MAILED IN THE UNITED STATES.
A copy of the Company's Forty-First Annual Report to Stockholders, dated
November 15, 2000, is enclosed herewith.
By Order of the Board of Directors
Billie Jo Gaskins
Secretary
ALICO, INC.
Post Office Box 338
La Belle, Florida 33975
PROXY STATEMENT
SOLICITATION
November 15, 2000
La Belle, Florida
The Board of Directors of ALICO, INC. (the "Company") hereby solicits proxies
to be used at the Annual Meeting of Stockholders of the Company to be held
on December 7, 2000, and at any and all adjournments thereof, and this proxy
statement is furnished in connection therewith. Every proxy may be revoked
at any time prior to the exercise thereof by any stockholder giving such
proxy, by giving written notice of revocation to the secretary of the Company
at or before the annual meeting by duly executing a subsequent proxy
relating to the same shares or by attending the annual meeting. In
addition to the use of the mails, directors, officers and regular
employees of the Company may, without additional compensation, solicit
proxies in person or by telephone, mail or telegraph. All costs of
solicitation will be borne by the Company. Brokerage houses, bankers and
others holding stock in their names or names of nominees or otherwise will be
reimbursed for reasonable out-of-pocket expenses incurred by them in sending
proxies and proxy material to the beneficial owners of such stock.
It is anticipated that this proxy statement and accompanying notice, form of
proxy card and the Company's Annual Report will be first sent to the
stockholders of the Company on or about November 15, 2000.
VOTING SECURITIES
The Company has only one class of voting securities outstanding, its Common
Stock, $1 par value per share of which 7,027,827 were outstanding as of
October 13, 2000. Each share entitles the holder thereof to one vote. Only
stockholders of record at the close of business on October 13, 2000 will be
entitled to vote at the meeting or at any and all adjournments thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF OCTOBER
13, 2000:
(a) Beneficial Ownership of more than 5 percent of Voting Securities:
The following table sets forth certain information as of October 13, 2000,
relating to the beneficial ownership of shares of Common Stock of the Company
by any person known to the Company to be the beneficial owner of more than five
percent (5%) of the Common Stock of the Company. To the best knowledge of the
Company, there are no other persons who own beneficially more than five percent
(5%) of the Company's Common Stock.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP CLASS
____________________ ____________________ __________
Ben Hill Griffin, III 3,561,577(1) 50.68
P. O. Box 127
Frostproof, FL 33843
Private Capital Management, Inc. 444,006 6.31
3003 N. Tamiami Trail
Naples, FL 34103
Dimensional Fund Advisors, Inc. 425,700 6.05
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
______________
(1) Includes 3,493,777 shares held through Ben Hill Griffin Investments, Inc.
(3993 Howard Hughes Parkway, Suite 460, Las Vegas, NV 89109), a wholly
owned subsidiary of Ben Hill Griffin, Inc., of which Mr. Griffin, III may
be considered to be the indirect beneficial owner by virtue of his power to
direct the voting and disposition of such shares of the Company's Common
Stock.
(b) Security Ownership of Management:
_________________________________
NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
_________________ ____________________ ___________
All Directors and 3,581,947 (1) 50.97
Executive Officers
as a group(8 persons)
______________
(1) Includes 3,493,777 shares held through Ben Hill Griffin Investments, Inc.
(3993 Howard Hughes Parkway, Suite 460, Las Vegas, NV 89109), a wholly
owned subsidiary of Ben Hill Griffin, Inc., of which Mr. Griffin, III may
be considered to be the indirect beneficial owner by virtue of his power
to direct the voting and disposition of such shares of the Company's Common
Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, all statements of beneficial ownership required to
be filed with the Securities and Exchange Commission in fiscal 2000 were timely
filed.
NOMINEES FOR ELECTION AS DIRECTORS
At the Annual Meeting, eight Directors will be elected to hold office for the
ensuing year or until their respective 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. All nominees are currently members of the Board of
Directors and have consented to being named in this proxy statement and have
notified management that they will serve, if elected.
The Board of Directors recommends that the stockholders vote FOR the proposal
to elect the eight nominees listed below as Directors of the Company.
The information set forth below as to age, shareholdings, and business
experience for the past five years, including principal occupation or
employment (other than with the Company), has been furnished by each nominee.
Shares of Company
Common Stock
Position with Company, Beneficially Percent
if any, and Owned as of of
Nominee Age Principal Occupation Oct. 13, 2000 Class
_______ ___ _____________________ _________________ _____
Ben Hill Griffin, III 58 Chairman of the Board 3,561,577(1) 50.6782
Frostproof, Florida (2) and Chief Executive
Officer;
Director since 1973.
Chairman, President and
Chief Executive Officer
of Ben Hill Griffin, Inc.
(citrus production and
packing, fertilizer
manufacturing and ranching
company).
Richard C. Ackert 58 Director since 1998. 300 .0043
Fort Myers, Florida President and Chief Executive
Officer of SouthTrust Bank,
N.A./Southwest FL (since 1994).
William L. Barton 61 Director since 1998. 3,400 .0484
Naples, Florida Chairman/CEO (retired) Wilson,
Miller, Inc.
Director & President, Mitigation
Land Partners, Inc.
Shares of Company
Common Stock
Position with Company, Beneficially Percent
if any, and Owned as of of
Nominee Age Principal Occupation Oct. 13, 2000 Class
_______ ___ _____________________ _____________ _______
Walker E. Blount, Jr. 80 Director since 1973. 2,000 .0285
Bartow, Florida Business Advisor to Wright,
Walker & Company, P.A.
(since 1987).
Vice President & Director,
Citrus & Chemical
Bancorporation, Inc.
Director, Citrus & Chemical
Bank.
Ben Hill Griffin, IV 32 Director since 1994. 6,800 .0968
Frostproof, Florida (2) Vice President, Ben Hill
Griffin, Inc. (since 8/25/94).
Fresh Fruit Division Manager,
Ben Hill Griffin, Inc.
(8/92 to 8/94).
K. E. Hartsaw 74 Director since 1991. 1,000 .0142
Orlando, Florida Retired Partner of KPMG LLP.
Partner through 6/30/86.
Consultant with KPMG LLP
(7/1/86 through 6/30/91)
Director, Ben Hill Griffin,
Inc.
Shares of Company
Common Stock
Position with Company, Beneficially Percent
if any, and Owned as of of
Nominee Age Principal Occupation Oct. 13, 2000 Class
_______ ___ _____________________ _____________ _______
(C>
W. Bernard Lester 61 President and Chief 6,820 .0970
La Belle, Florida Operating Officer;
Director since 1987.
Thomas E. Oakley 58 Director since 1992. 50 .0007
Winter Haven, Florida President, Oakley Transport,
Inc. (international food
transportation company).
___________________________
(1) Includes 3,493,777 shares held through Ben Hill Griffin Investments, Inc.
(3993 Howard Hughes Parkway, Suite 460, Las Vegas, NV 89109), a wholly
owned subsidiary of Ben Hill Griffin, Inc., of which Mr. Griffin, III may
be considered to be the indirect beneficial owner by virtue of his power
to direct the voting and disposition of such shares of the Company's
Common Stock.
(2) Mr. Griffin, III is father of Mr. Griffin, IV. No other nominees are
related.
DIRECTORS' COMPENSATION, COMMITTEES OF THE
BOARD OF DIRECTORS AND CERTAIN MEETINGS
The Company's Board of Directors held 13 meetings in fiscal 2000. Each member
of the Board of Directors, including employees of the Company, received $1,000
for each Board meeting attended. During the year ended August 31, 2000, no
director attended fewer than 75% of the aggregate of (1) the total number of
meetings of the Board and (2) the total number of meetings of all the
Committees of the Board on which he served.
The Company has an Executive Committee, an Audit Committee, and a Compensation
Committee; it does not have a Nominating Committee.
The Executive Committee, which exercises, to the extent permitted by Florida
law, all the powers of the Board of Directors during intervals between Board
meetings, consists of Ben Hill Griffin, III, W. Bernard Lester, and Ben Hill
Griffin, IV. The Executive Committee met 11 times during fiscal 2000. No
compensation is paid for executive committee meetings.
The Audit Committee, which is composed of four independent non-employee
directors, met twice during the fiscal year. The principal functions of the
Audit Committee are to recommend to the Board of Directors the engagement of
the Company's independent public accountants, to review with such accountants
the plan for and results of their examination of the financial statements of
the Company, to determine the independence of such accountants, and to review
the adequacy of the system of internal accounting controls, procedures and
practices. Each outside director received $1,000 for the committee meetings,
except the Chairman who received $1,250.
The Compensation Committee reviews the compensation of the executive officers
of the Company and makes recommendations to the Board of Directors regarding
such compensation. The Compensation Committee met two times during the fiscal
year 2000. Outside directors were paid $1,000 for the committee meetings,
except the Chairman who received $1,250.
AUDIT COMMITTEE REPORT
The Audit Committee has adopted a formal written charter, which is attached
as Appendix A. The Audit Committee fulfilled its responsibilities under and
remained in compliance with the charter during fiscal year 2000. Furthermore,
the Committee has prepared the following report on its activities with respect
to the Company's audited financial statements for the fiscal year ended August
31, 2000 (the "audited financial statements").* The Committee has reviewed and
discussed the audited financial statements with management of the Company.
* The Committee has discussed with KPMG LLP, the Company's independent
auditors, the matters required to be discussed by Statement on Auditing
Standards No. 61.
* The Committee has received the written disclosures and the letter from KPMG
LLP required by Independence Standards Board Standard No. 1, and has
discussed with KPMG LLP its independence from the Company.* Based on and
relying on the review and discussions described above, the Committee has
recommended to the Board of Directors that the audited financial statements
be included in the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 2000, for filing with the U.S. Securities and Exchange
Commission.
AUDIT COMMITTEE
Richard C. Ackert, Chairman
William L. Barton
Walker E. Blount, Jr.
Thomas E. Oakley
COMPENSATION COMMITTEE REPORT
The Company's general compensation philosophy aims to provide base compensation
comparable with similar Florida businesses, allowing the Company to attract and
retain qualified employees. In addition, the Company provides incentive
compensation through a bonus program which is dependent on the individual's
performance and which will also vary with the Company's performance.
Accordingly, while the executive compensation program provides an overall level
of compensation that is competitive within the Florida agribusiness industry,
actual compensation levels in any given year may be greater of less than
average competitive levels in comparable companies, depending on the Company's
overall performance for such year and on the specific individual's performance
of contribution to the Company. As additional incentive compensation, the
Company adopted the 1998 Incentive Equity Plan, pursuant to which employees of
the Company may be selected by the Board, in the Board's sole discretion, to
receive stock options, restricted stock awards, or stock appreciation rights.
The Compensation Committee, comprised of independent directors on the
Company's Board of Directors, reviews executive compensation and determines
compensation levels which it then recommends to the Board of Directors. In
determining the base compensation and any bonuses to be awarded to its
executives, the Compensation Committee uses no set formula but rather evaluates
a series of factors, including but not limited to (i)industry performance for
such year, (ii) the Company's performance as compared to others in the industry
that year, (iii) the Company's performance for such year as compared to the
Company's performance with the previous year, and (iv) the individual's
performance or contributions for such year as compared with such individual's
performance or contributions the previous year, if applicable. In addition,
the Compensation Committee will, in its discretion, evaluate other external
and internal factors affecting performance, including individual circumstances.
The Chief Executive Officer's compensation is established using the same
criteria as set forth above generally for executive compensation. For fiscal
2000, Mr. Ben Hill Griffin, III's base salary was comparable to that of the
previous year, with a bonus award reflecting the Company's performance vis a
vis comparable businesses and Mr. Griffin's contribution to such performance.
In addition to his base salary and bonus pursuant to the terms of the Company's
1998 Incentive Equity Plan, Mr. Griffin received a grant of options to purchase
4,913 shares of Company's common stock on September 9, 1999. The exercise
price was based on the market price of the Company's common stock on April 6,
1999. Other Company employees also received stock options as part of their
compensation during 2000.
Certain non-performance-based compensation to executives of public companies in
excess of $1,000,000 is not deductible for tax purposes. It is the
responsibility of the Compensation Committee to determine whether any actions
with respect to this compensation limit should be taken by the Company. During
fiscal year 2000 no executive officers of the Company received any compensation
in excess of this limit nor is it anticipated that any executive officer will
receive any such compensation during fiscal year 2001. Therefore, the
Compensation Committee has not taken any action to date to comply with this
limit.
COMPENSATION COMMITTEE
Walker E. Blount, Jr., Chairman
Richard C. Ackert
William L. Barton
Thomas E. Oakley
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or to be paid by the
Company to the executive officers of the Company, idenifying those whose cash
compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
__________________________
Securities All
Name and Underlying Other
Principal Fiscal Annual Compensation Options/ Compen-
Position Year Salary(a) Bonus(b) SARs(c)# sation(d)
___________ _____ _________ _________ ________________ __________
BEN HILL GRIFFIN, III 2000 $239,870 $222,000 4,913 $45,052
Chairman and Chief 1999 229,000 116,000 5,500 54,002
Executive Officer 1998 169,000 185,000 - 45,703
W. BERNARD LESTER 2000 $223,200 $185,000 3,463 $63,846
President and Chief 1999 216,000 100,000 5,500 65,067
Operating Officer 1998 157,000 170,000 - 57,090
All Executive 2000 $530,170 $427,025 9,824 $142,642
Officers as a 1999 505,500 231,200 13,350 137,937
group (d) 1998 382,300 371,425 - 122,813
___________________
(a) Represents total cash compensation earned.
(b) Represents compensation for discretionary cash bonuses which are based on
individual and company performance.
(c) Stock options were granted, for the first time, during fiscal 1999, under
the Company's Incentive Equity Plan.
(d) Represents Company contributions to the Employee's Profit Sharing Plan, a
nonqualified defined benefit retirement plan and Directors' Fees for
Messrs. Griffin, III and Lester (2000 - $13,000 each; 1999 - $13,000 each;
1998 - $14,000 and $13,000, respectively.)
The following table sets forth stock options granted during fiscal 2000 to each
of the Company's executive officers named in the Summary Compensation Table and
stock options granted to all employees as a group. The table also sets forth
the hypothetical gains that would exist for the options at the end of their ten-
year terms for the executive officers named in the Summary Compensation Table
and for all employees as a group (assuming their options had ten-year terms) at
assumed compound rates of stock appreciation of 5% and 10%. The actual future
value of the optins will depend on the market value of the Company's Common
Stock. All option exercise prices are based on market price on the date of the
date of grant.
Option/SAR Grants in Last Fiscal Year
_____________________________________
Individual Grants (a)
___________________________________________
Number Percent Potential Realizable
of of Total Value at Assumed Annual
Securities Options/ Rates of Stock Price
Underlying SARs Exercise Appreciation for
Options/ Granted to or for Option Term (b)
SARs Employees Base Expir- ______________________
Date Granted in Fiscal to Price ation
Name of Grant (#) Year ($/Sh) Date 0%($) 5%($) 10%($)
____ ________ _______ _______ _______ _____ ____ ______ ________
Ben Hill
Griffin, III 9/9/99 4,913 35.34% $14.62 8/31/10 - $45,173 $114,472
W. Bernard
Lester 9/9/99 3,463 24.91% 14.62 8/31/10 - $31,841 $ 80,687
All Employees
as a Group (c) 13,901 100.00% (c) (c) - $127,813(d)323,892(d)
__________________
(a) Options and stock appreciation rights granted under the Incentive Equity
Plan (the "Plan") to the Company's executive officers named in the Summary
Compensation Table, are first exercisable on August 31, 2000. The Company
issued stock appreciation rights, during fiscal 2000, for 163 shares to
each of the executive officers named in the Summary Compensation Table.
(b) These amounts, based on assumed appreciation rates of 0% and the 5% and
10% rates presented by the Securities and Exchange Commission rules, are
not intended to forecast possible future appreciation, if any, of the
Company's stock price.
(c) Options and stock appreciation rights granted under the Plan during fiscal
2000 were all granted on September 9, 1999, became exercisable on August
31, 2000, and have a contractual life of ten years. The exercise price of
all options granted to employees during fiscal 2000 is $14.62.
(d) No gain to the optionees is possible without an increase in stock price,
which will benefit all stockholders.
COMMON STOCK PERFORMANCE
The following graph compares the value of $100 invested on September 1, 1995
in the Company's common stock, the S&P 500 and a Company-constructed peer
group. The S&P 500 index represents a broad equity index and the peer group
index consists of four companies, all of which are agribusiness concerns, one
of which is based in Florida: Alexander & Baldwin Inc., Consolidated Tomoka
Land Co., Scheid Vineyards, Inc., and Tejon Ranch Co. The total return
includes the reinvestment of dividends. There can be no assurance that the
Company's stock performance will continue in the future with the same or
similar trends depicted in the graph below:
Peer
Year Alico, Inc. S&P 500 Group
____ ___________ _______ _____
1996 117.58 118.73 115.09
1997 136.98 166.99 144.49
1998 103.08 180.51 113.13
1999 97.81 252.39 131.77
2000 98.96 293.58 135.51
___________________
(1) Total return calculations for the S&P 500 Index were performed by Standard
& Poor's Compustat Services, Inc.
(2) Total return calculations for the peer group index (consisting of four
companies) were performed by Standard and Poor's Compustat Services, Inc.
CONTINGENT COMPENSATION
1998 Incentive Equity Plan
The Company maintains an incentive equity plan (the "Incentive Equity Plan")
pursuant to which Board members and employees selected by the Board of
Directors may receive options to purchase Company common stock, awards of
restricted stock, and stock appreciation rights (SARs). The purpose of the
plan is to advance the interests of the Company and its stockholders by
offering participants an opportunity to acquire or increase their proprietary
interests in the Company, and thereby receiving additional incentives to
achieve the Company's objectives. No stock options, SARs or restricted stock
may be granted under the plan on or after the tenth anniversary of the plan's
effective date. The Incentive Equity Plan is administered by the Board of
Directors.
Pension and Profit Sharing
The Company operates a Profit Sharing Plan under Section 401(k) of the Internal
Revenue Code (the "Plan"). Under this Plan a regular employee of the Company
becomes eligible to participate upon employment provided he or she continues
such employment through the following August 31. Vesting of the Plan begins
after three (3) years of service with the Company at which time an employee
becomes 20% vested. Vesting increases by 20% with each additional year of
service. Employees become fully vested upon completion of seven (7) years
service.
The Plan is fully funded by contributions by the Company, except for such
contributions of employees electing to take advantage of the salary reduction
feature (Section 401(k) Internal Revenue Code). Contributions by the Company
are determined by its Board of Directors from time to time with allocations
to employee accounts based on each participant's salary. The Plan also
includes a voluntary employee contribution provision pursuant to Section
401(k) of the Internal Revenue Code which allows employees to contribute up to
20% of their salary, or a maximum of $10,000. All 401(k) accounts are 100%
vested.
Employees will be deemed 100% vested and receive full benefits from the Plan,
regardless of their standing on vesting schedules, upon retirement on or after
age 65, death or permanent disability. Benefits commence within 60 days after
request following one of the qualifying events, referred to above, and can be
taken as periodic payments or in a lump sum. For the year ended August 31,
2000, the Company contributed a total of $429,784 to the Profit Sharing Plan.
Additional Plan
The Company has a nonqualified defined benefit retirement plan, which covers
officers of the Company, as well as certain management and key personnel (the
"Nonqualified Plan"). The Nonqualified Plan is being funded by the purchase
of insurance contracts and is designed to provide a set monthly benefit after
the participant reaches age 65. The participants are required to pay a portion
of the cost of the Nonqualified Plan and the Company pays the remaining amount.
The expense and monthly benefit amount are based on the participant's annual
salary and age at the date of entry into the Nonqualified Plan.
Pension expense for the additional retirement benefits was approximately
$128,000, $213,000, and $345,000 for the years ended August 31, 2000, 1999
and 1998, respectively.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Effective November 2, 1983, the Company entered into a continuing marketing
contract covering the majority of its citrus crop with Ben Hill Griffin, Inc.,
a company which is controlled by Ben Hill Griffin, III, the Company's Chairman
of the Board and Chief Executive Officer. This contract provides for
modifications to meet changing conditions and cancellation by either party by
giving notice prior to August first preceding the next fruit season.
Modifications to the terms of the contract are made upon the mutual agreement
of both parties and can relate to numerous provisions of the contract
including the quantity of fruit to be delivered and service fees to be
collected by Ben Hill Griffin, Inc. Such modifications may be necessary
depending on factors such as weather and general market conditions. During
the year ended August 31, 2000 approximately 76 percent of the Company's crop
was marketed under this contract. Under the terms of this contract, the
Company's fruit is harvested, packed and/or otherwise processed and sold along
with fruit from other growers, including Ben Hill Griffin, Inc., and the
proceeds distributed on a pro rata basis as sales of the finished product are
made by the buyer. The Company bears the costs of harvesting. The co-mingling
of fruit with other growers permits Alico to participate in the negotiation
of higher prices from buyers that would not likely be available if price
negotiations were limited only to Alico's fruit. The marketing contract also
permits Alico's fruit to be sold in either fresh or processed form, in
whichever market will provide the highest return. Historically, this contract
has provided highly competitive returns. Ben Hill Griffin, Inc. receives a
handling fee and a marketing fee out of the sales proceeds. The assistance
provided for by the contract is considerable and reduces the number of staff
which the Company would otherwise have to employ. Additionally, the Company
may receive advances on sales which are then deducted from its share of the
distributed proceeds. Substantially all of the 2000-2001 citrus crop will be
marketed under the terms of this contract; also, Ben Hill Griffin, Inc.
provides harvesting services for citrus sold to unrelated processors. The
total amount paid to Ben Hill Griffin, Inc., under the terms of the marketing
contract, for harvesting and other costs was $7,531,491 during the year ended
August 31, 2000. In addition, Griffin was paid $1,987,660 for harvesting citrus
sold to an unrelated processor. These charges are comparable to similar
services available in the industry.
The Company purchased from Ben Hill Griffin, Inc., on a competitive bid basis,
fertilizer, spray, herbicides and other miscellaneous supplies at a total cost
of $7,371,356 during the year.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of KPMG LLP, Certified Public Accountants, 111 North Orange Avenue,
Suite 1600, Orlando, Florida 32801, has served as the Company's independent
certified public accountants since January 1, 1984. In addition to performing
the year-end audit of the financial statements, the independent public
accountant: (1) performs a limited review of the quarterly financial state-
ments, reviews the financial information included in the annual report to
shareholders and the Forms 10-Q and 10-K filed with the Securities and Exchange
Commission; and (2) prepares the federal and state income tax returns. All
services performed by the independent accountants are approved by the Audit
Committee of the Board of Directors prior to performance.
Representatives of KPMG LLP are expected to be present at the Annual Meeting of
Stockholders and will be given an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions from
stockholders. Upon the Audit Committee's recommendation, the Board of Directors
reaffirmed continuation of KPMG LLP as auditors.
SHAREHOLDERS' PROPOSALS
Shareholders' proposals intended to be presented at the next annual meeting
should be sent by certified mail, return receipt requested, and must be
received by the Company at its principal executive offices (Attention:
Corporate Secretary) by July 15, 2001 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 2001
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.
For any stockholder proposal that is not submitted for inclusion in the
2001 Proxy Statement, but is instead sought to be presented directly at
the 2001 Annual Meeting, management will be able to vote proxies in its
discretion if the Company: (i) does not receive notice of the proposal
prior to the close of business on November 13, 2001; or (ii) receives
notice of the proposal before the close of business on November 13, 2001
and advises stockholders in the 2001 Proxy Statement about the nature of
the matter and how management intends to vote on such matter.
OTHER BUSINESS
The Board of Directors is aware of no other matter that will be presented for
action at the meeting. If any other matter requiring a vote of the
shareholders properly comes before the meeting, the persons authorized under
management proxies will vote and act according to their best judgment.
By Order of the Board of Directors
Billie Jo Gaskins
Secretary
FORM 10-K
A copy of the 2000 Annual Report on Form 10-K for the fiscal year ended
August 31, 2000, as filed with the Securities and Exchange Commission,
may be obtained upon request and without charge, by writing:
Alico, Inc.
Post Office Box 338
La Belle, Florida 33975
APPENDIX A
ALICO, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. AUDIT COMMITTEE PURPOSE
The Audit Committee is appointed by the Board of Directors to assist the Board
in fulfilling its oversight responsibilities. The Audit Committee's primary
duties and responsibilities are to:
* Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and legal
compliance.
* Monitor the independence and performance of the Company's independent
auditors.
* Provide an avenue of communication among the auditors and management.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities and it has direct access to
the independent auditors as well as the CEO, COO, CFO and anyone else in
the organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other consultants or
experts it deems necessary in the performance of its duties.
II. AUDIT COMMITTEE COMPOSITION AND MEETINGS
Audit Committee members shall meet the requirements of the NASDAQ Exchange.
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent nonexecutive
directors, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the Committee
shall have a basic understanding of finance and accounting and be able to
read and understand fundamental financial statements, and at lease one
member of the Committee shall have accounting or related financial
management expertise.
Audit Committee members shall be appointed by the Board. If an audit
committee Chair is not designated or present, the members of the Committee
may designate a Chair by majority vote of the Committee membership.
The Committee shall meet at lease two times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session at least annually with management, the
independent auditors and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. Meetings
may be conducted by telephone if deemed practical. In addition, the
Chair should communicate with management quarterly to review the Company's
financial statements and significant findings based upon the auditors
limited review procedures.
III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES
Review Procedures
1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with SEC
regulations.
2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with management
and independent auditors of significant issues regarding accounting
principles, practices and judgments.
3. In consultation with the management and independent auditors,
consider the integrity of the Company's financial reporting processes
and controls. Discuss significant financial risk exposures and the
steps management has taken to monitor, control and report such
exposures. Review significant findings prepared by the independent
auditors together with management's responses including the status of
previous recommendations.
4. Review with financial management the company's quarterly
financial results prior to the release of earnings and/or the
company's quarterly financial statements prior to filing or
distribution. Discuss any significant changes to the Company's
accounting principles and any items required to be communicated by
the independent auditors in accordance with SAS 61 (see item 9).
The Chair or the Vice Chair of the Committee will represent the
entire Audit Committee for purposes of this review.
Independent Auditors
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence, and performance of the auditors and
annually recommend to the Board of Directors the appointment of
the independent auditors or approve any discharge of auditors
when circumstances warrant.
6. Recommend to the Board the fees and other significant
Compensation to be paid to the independent auditors.
7. On an annual basis, the Committee should review and discuss
with the independent auditors all significant relationships they
have with the Company that could impair the auditors'
independence.
8. Review the independent auditors audit plan - discuss scope,
staffing, locations, reliance upon management and general audit
approach.
9. Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committees in
accordance with AICPA SAS 61.
10. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as applied
in its financial reporting.
Legal Compliance
11. On at lease an annual basis, review with the Company's counsel,
any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, inquiries received from regulators
or governmental agencies.
Other Audit Committee Responsibilities
12. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission.
13. Perform any other activities consistent with this Charter, the
Company's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
14. Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.
ALICO, INC.
P. O. BOX 338
La Belle, Florida 33975
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned stockholder(s) of Alico, Inc., a Florida corporation (the
"Company"), hereby appoints BEN HILL GRIFFIN, III and W. BERNARD LESTER or
either of them, the proxy or proxies of the undersigned, each with the power
to appoint his substitute, and hereby authorizes them to represent and to vote,
as designated on the reverse side, all the shares of Common Stock of the
Company held of record by the undersigned on October 13, 2000, at the Annual
Meeting of Stockholders of the Company to be held on Thursday, December 7, 2000,
and at any and all adjournments thereof, with all powers the undersigned would
possess if personally present:
1. ELECTION OF DIRECTORS:
( ) FOR electing all nominees listed below (except as marked to the
contrary)
( ) WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
Nominees: Richard C. Ackert, William L. Barton, Walker E. Blount, Jr.,
Ben Hill Griffin, III, Ben Hill Griffin, IV, K. E. Hartsaw,
W. Bernard Lester, Thomas E. Oakley.
2. In their discretion, the proxy or proxies are authorized to vote upon
such other business as may properly come before the meeting or any and
all adjournments thereof.
(Continued and to be signed on the other side)
This proxy card when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR PROPOSAL 1.
Dated _______________________________
___________________________________________
Signature of Stockholder
___________________________________________
Signature of Stockholder (if held jointly)
(Executors, Administrators, Trustees,
Guardians, etc. will so indicate when
signing.)
PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE. YOUR PROMPT ATTENTION WILL BE APPRECIATED. NO POSTAGE IS NEEDED IF
MAILED WITHIN THE UNITED STATES.