ALICO, INC.
Post Office Box 338
La Belle, Florida 33975
________________________
Notice of Annual Meeting of Stockholders
To be held December 6, 2001
________________________
November 16, 2001
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 6, 2001, for the following purposes:
1. To elect nine 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 12, 2001 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-Second Annual Report to Stockholders, dated
November 16, 2001, is enclosed herewith.
By Order of the Board of Directors
Denise Plair
Secretary
ALICO, INC.
Post Office Box 338
La Belle, Florida 33975
PROXY STATEMENT
SOLICITATION
November 16, 2001
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 6, 2001, 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 16, 2001.
VOTING SECURITIES
The Company has only one class of voting securities outstanding, its Common
Stock, $1 par value per share of which 7,059,039 were outstanding as of
October 12, 2001. Each share entitles the holder thereof to one vote.
Only stockholders of record at the close of business on October 12, 2001
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 12, 2001:
(a) Beneficial Ownership of more than 5 percent of Voting Securities:
________________________________________________________________
The following table sets forth certain information as of October 12, 2001,
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 3,584,926(1) 50.78
P. O. Box 127
Frostproof, FL 33843
Dimensional Fund Advisors, Inc. 411,400 5.85
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
EQSF Advisors, Inc. 353,300 5.03
767 Third Avenue
New York, NY 10017
______________
(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 OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
_________________ ____________________ ___________
All Directors and 3,604,111 (1) 51.06
Executive Officers
as a group(9 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 2001 were
timely filed.
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. 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. If any of the nominees should be unable to
serve as a Director, the persons designated as proxies reserve
full discretion to cast their votes for another person in his place.
A plurality of the votes received will elect each director.
The Board of Directors recommends that the stockholders vote FOR the proposal
to elect the nine 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. 12, 2001 Class
_______ ___ _____________________ _________________ _____
Ben Hill Griffin, III 59 Chairman of the Board 3,584,926(1) 50.78
Frostproof, Florida (2) and Chief Executive
Officer;
Director since 1973.
Chairman and
Chief Executive Officer
of Ben Hill Griffin, Inc.
(citrus production and
packing, fertilizer
manufacturing and ranching
company).
Richard C. Ackert 59 Director since 1998. 300 .0042
Fort Myers, Florida President and Chief Executive
Officer of SouthTrust Bank,
Southwest FL (since 1994).
William L. Barton 62 Director since 1998. 3,400 .0482
Naples, Florida Chairman/CEO Wilson,
Miller, Inc. (Retired)
Director & President, Mitigation
Land Partners, Inc.
Walker E. Blount, Jr. 81 Director since 1973. 1,600 .0227
Bartow, Florida Business Advisor to Wright,
Walker & Company, P.A.(since 1987).
Vice President & Director,
Citrus & Chemical
Bancorporation, Inc.
Director, Citrus & Chemical
Bank.
Monterey Campbell 70 Director since February 2001. 215 .0030
Bartow, Florida Of Counsel, Gray Harris Robinson
Lane Trohn Attorney at Law.
Chief Judge, Second District
Court of Appeal (Retired)
(1980-2001).
Shares of Company
Common Stock
Position with Company, Beneficially Percent
if any, and Owned as of of
Nominee Age Principal Occupation Oct. 12, 2001 Class
_______ ___ _____________________ _________________ _____
Ben Hill Griffin,IV 33 Director since 1994. 6,800 .0963
Frostproof, Florida (2) President, Ben Hill
Griffin, Inc. (since 6/7/01).
Vice President, Ben Hill Griffin, Inc.
(8/25/94 through 6/7/01)
K. E. Hartsaw 75 Director since 1991. 0 0
Orlando, Florida Director, Ben Hill Griffin, Inc.
Partner KPMG LLP (Retired)
W. Bernard Lester 62 Director since 1987. 6,820 .0966
La Belle, Florida President (since 1997)
Chief Operating Officer (since 1986)
Executive Vice President
(1/88 to 12/97)
Thomas E. Oakley 59 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.
LITIGATION PROCEEDINGS INVOLVING DIRECTORS OR NOMINEES
The Company has been informed by Ben Hill Griffin III that he is a party to a
Lawsuit filed against him in Polk County, Florida Circuit Court by the
families of his four sisters, most of the members of whom are beneficiaries of
a trust, entitled the Ben Hill Griffin, Jr. Revocable Intervisos Trust #1 (the
"Trust"). The plaintiffs in the lawsuit (The Four Sisters Protectorate, et al
v. Ben Hill Griffin, III, Trustee, Case No. GC-G-0054, Section 81) sought to
impose judicial sanctions on Mr. Griffin III, including his removal as Trustee
of the Trust based on allegations of over-compensation and receipt of an
illegal bonus. On March 29, 2001, after court-ordered mediation pending
completion of which the trial was adjourned. Mr. Griffin III and a
representative of the Four Sisters Protectorate, joined by their respective
counsel, executed a "Settlement Agreement" which set forth the basic elements
of a settlement of the lawsuit, contingent upon several events, including
Internal Revenue Service approval of the proposed transaction as a tax free
split-off for federal income tax purposes, and the Court's judicial termination
of the Trust. The terms contained in the Settlement Agreement were not
intended, nor were they sufficient, to resolve all specific items necessary
to consummate a settlement of the lawsuit. The Settlement Agreement provided
that the shares of Alico stock then owned by Ben Hill Griffin Investments, Inc.
would be utilized in the tax free split-off, along with other assets, as a
means of allocating to the FSP assets approximating the value of their
interests in Ben Hill Griffin Investments, Inc., a holding company wholly
owned by the Trust, Ben Hill Griffin III, the Four Sisters Protectorate and
its members.
Mr. Griffin III has indicated that following execution of the Settlement
Agreement the parties disagreed as to its validity or enforceability on various
grounds. On May 14, 2001, the Harris Family filed a motion in the Circuit Court
of the 10th Judicial Circuit in and for Polk County, Florida (Case No. GC-G-
0054) seeking to have the Settlement Agreement set aside as invalid and
unenforceable. On November 2, 2001 the Court entered a written order that the
Settlement Agreement is enforceable. Mr. Griffin III's attorneys indicate that
a large number of issues related to the mechanism and terms of the proposed
distribution of certain of the assets of the Trust to the families of the
four sisters, including the Alico stock beneficially owned by the Trust,
remain to be worked out between the representatives of the four sisters and
Ben Hill Griffin III and are currently being negotiated. According to them
these terms are expected to be set forth in a definitive separation
agreement, which is still being negotiated by the parties to the litigation
but is expected to be finalized shortly. The Company further understands that
consummation of the settlement will be subject to various conditions which
are still being discussed, but will include the requirement that the parties
receive a favorable IRS Revenue Ruling. Mr. Griffin III's attorneys indicate
that no ruling request has yet been submitted. Neither the Company nor Mr.
Griffin III know when or if the settlement will be implemented but believe
IRS ruling process alone could take 6 months from the date a ruling request
is submitted.
Mr. Griffin III has also informed the Company that immediately before the
hearing on the enforcement of the State court action, lawyers for the Harris
family provided Mr. Griffin III's attorneys with copies of a federal court
action naming among others as defendants, Mr. Griffin III, individually
and as Trustee of the Ben Hill Griffin Jr. Revocable Intervisos Trust #1,
and BHG Inc. According to Mr. Griffin III's attorneys, this litigation was
filed in the federal district court for the Northern District of Florida
(Case No: 4:olcv 432-5PM). The complaint, amount other things, seeks to
set aside the settlement agreement based on alleged violations of the
securities laws, fraud, and negligence. Although this suit was filed on
October 2, 2001, Mr. Griffin III's attorneys indicate that, as of this date,
neither Mr. Griffin III nor BHG Inc. has been served in this action. Mr
Griffin III's attorneys have indicated that they believe this suit is
without merit, if not frivolous, and have stated that if Mr. Griffin III
is ever served, he will defend it vigorously.
DIRECTORS' COMPENSATION, COMMITTEES OF THE
BOARD OF DIRECTORS AND CERTAIN MEETINGS
The Company's Board of Directors held 15 meetings in fiscal 2001. 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, 2001, 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 10 times during fiscal
2001. No compensation is paid for executive committee meetings.
The Audit Committee, which is composed of five 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.
The Audit Committee operates pursuant to a Charter approved by the
board, a copy of which was attached to last year's Proxy Statement. All
members of the Audit Committee are independent directors as defined by the
National Association of Security Dealers rules. Each outside director
received $1,000 for the committee meetings, and the Chairman 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 three times during the
fiscal year 2001. Outside directors were paid $1,000 for the committee
meetings, and the Chairman was paid $1,250.
AUDIT COMMITTEE REPORT
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, 2001 (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, 2001, 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
Monterey Campbell
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
or less than average competitive levels in comparable companies,
depending on the Company's overall performance
or such year and on the specific individual's performance or
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
2001, 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
11,651 shares of the Company's common stock, the exercise price of
which was based on the market price of the Company's common stock on
September 12, 2000. The exercise price was based on the market price
of the Company's common stock on August 31, 2000. Other
Company employees also received stock options as part of their compensation
during 2001.
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 2001 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 2002. 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
Monterey Campbell
EXECUTIVE OFFICERS
The following table set forth certain information on the Named Executive
Officers other than those already listed in the table for Nominees for
Election as Directors:
Name and Age of
Executive Officer Position and Background with the Company
_________________ ________________________________________
L. Craig Simmons 49 Vice President and Chief Financial Officer
La Belle, Florida (since February 7, 1995)
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, identifying those whose cash
compensation
exceeded $100,000:
SUMMARY COMPENSATON TABLE
_________________________
Securities All
Underlying Other
Name and Fiscal Annual Compensation Options/ Compen-
Principal Position Year Salary(a) Bonus(b) SARs(c)(#) sation(d)
__________________ ____ ________ ________ __________ ________
BEN HILL GRIFFIN, III 2001 $281,767 $222,000 11,651 $44,107
Chairman and Chief 2000 239,870 222,000 4,913 45,052
Executive Officer 1999 229,000 116,000 5,500 54,002
W. BERNARD LESTER 2001 $235,600 $202,000 11,651 $83,847
President and Chief 2000 223,200 185,000 3,463 63,846
Operating Officer 1999 216,000 100,000 5,500 65,067
L. CRAIG SIMMONS 2001 $ 77,200 $ 23,450 4,112 $32,999
Vice President 2000 67,100 20,025 1,448 33,744
Chief Financial Officer1999 60,500 15,200 2,350 18,868
All Executive 2001 $594,567 $447,450 27,414 $160,953
Officers as a group(d) 2000 530,170 427,025 9,824 142,642
1999 505,500 231,200 13,350 137,937
_______________
(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 Employees' Profit Sharing Plan,
a nonqualified defined benefit retirement plan and Directors' Fees for
Messrs. Griffin, III and Lester (2001 - $15,200 each; 2000 - $13,000 each;
1999 - $13,000 each, respectively.)
The following table sets forth stock options granted during fiscal 2001 to each
of the Company's executive officers named in the Summary Compensation Table and
stock options granted to all employees as a group. The table also sets forth
the hypothetical gains that would exist for the options at the end of their ten-
ear terms for the executive officers named in the Summary Compensation Table and
for all employees as a group (assuming their options had ten-year terms) at
assumed compound rates of stock appreciation of 5% and 10%. The actual future
value of the options will depend on the market value of the Company's Common
Stock. All option exercise prices are based on market price on the date of
grant.
Option/SAR Grants in Last Fiscal Year
_____________________________________
Individual Grants(a)
__________________________________________
Percent of
Options/ Potential Realizable
Number of SARs Value at Assumed
Securities Granted to Exer- Annual Rates of Stock
Underlying Employees cise Price Appreciation
Options/SARs in or Base Expira- for Option Term(b)
Date Granted Fiscal Price tion ______________________
Name of Grant (#) Year ($/Sh) Date 0%($) 5%($) 10%($)
____ ________ _______ _______ _______ _____ ____ ______ ________
Ben Hill
Griffin, III 9/12/00 11,651 26.38% $14.62 8/31/11 - $107,125 $271,467
W. Bernard
Lester 9/12/00 11,651 26.38% 14.62 8/31/11 - $107,125 $271,467
L. Craig
Simmons 9/12/00 4,112 9.31% 14.62 8/31/11 - $ 37,808 $ 95,809
All Employees
as a Group (c) 44,168 100.00% (c) (c) $406,103(d)$1,029,110(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, 2001. The Company
issued stock appreciation rights, during fiscal 2001,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
2001 were all granted on September 12, 2000, became exercisable on August
31, 2001, and have a contractual life of ten years. The exercise price of
all options granted to employees during fiscal 2001 is $14.62.
(c) 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, 1996
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
____ ___________ _______ _____
1997 116.49 140.65 125.55
1998 87.67 152.03 98.30
1999 83.19 212.58 114.60
2000 84.16 247.27 118.14
2001 158.11 186.96 128.98
___________________
(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 $10,500. 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, 2001, the Company contributed a total of
$443,942 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
$395,000, $128,000 and $213,000 for the years ended August 31, 2001, 2000 and
1999,
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,
2001 approximately 77 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
639: 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
ll of the 2001-2002 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 $7,614,788 during the year ended August 31, 2001. In
addition,
Griffin was paid $2,185,899 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
$6,029,491 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 statements, 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.
65
The following list details the aggregate fees billed by KPMG LLP for
professional services:
Audit Fees $ 95,640
All other Fees $ 874,605 (1)
(1) This number includes $49,605 billed for Tax Fees and $825,000 billed for
other Consulting Fees.
The Audit committee of the Board of Directors has determined that the provision
of the non-audit professional services is compatible with maintaining KPMG
LLP's independence.
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 14, 2002 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 2002 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
2002 Proxy Statement, but is instead sought to be presented directly at
the 2002 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 July 25, 2002; or (ii) receives
notice of the proposal before the close of business on July 25, 2002
and advises stockholders in the 2002 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
Denise Plair
Secretary
FORM 10-K
A copy of the 2001 Annual Report on Form 10-K for the fiscal year ended
August 31, 2001, 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
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 12,
2001, at the Annual Meeting of Stockholders of the Company to be held on
Thursday,
December 6, 2001, 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., Monterey Campbell, 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 _______________________________, 2001
___________________________________________
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
Alico, Inc.
P.O. Box 338
LaBelle, FL 33975
November 30, 2001
Securities and Exchange Commission
Washington, DC 20549
Dear Sirs:
Herewith, in accordance with Regulation 14A of the Securities Exchange Act
of 1934, we are transmitting our definitive proxy material. The proxy
material was mailed to shareholders of record; however, the Company
overlooked sending a copy to the Securities and Exchange Commission.
Sincerely,
ALICO, INC.
Denise Plair
Denise Plair
Corporate Secretary