Attached files
| file | filename |
|---|---|
| 8-K - FORM 8K- DECEMBER 7, 2009 - ALICO, INC. | form8k.htm |
| EX-99.1 - NEWS RELEASE-12-07-09 - ALICO, INC. | ex99-1.htm |
atlanticblue
December
3, 2009
Board of
Directors of Alico, Inc.
Alico,
Inc.
P.O. Box
338
Labelle,
FL 33975
Dear
Board of Directors:
For many
years, Atlantic Blue Group, Inc. ("Atlanticblue") has been supportive of
appropriate governance standards and practices regarding its relationship with
Alico, Inc. ("Alico"). Our most recent undertaking to you is contained in our
letter to you dated September 29, 2006, a copy of which is attached.
Atlanticblue would like to advise the Board of Directors of Alico that,
effective 30 days from the date hereof, Atlanticblue's commitments to Alico will
consist of the following:
Atlanticblue
commits that unless and until Atlanticblue has given Alico 30 days prior written
notice, Atlanticblue will:
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1.
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Vote
its shares of common stock at Alico's annual shareholder meeting to elect
director nominees such that a majority of Alico's Board of Directors is
comprised of directors who are "independent" as defined in Nasdaq Rule
5605(a)(2).
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2.
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Not
acquire, through open market or private purchases, more than 55% of
Alico's outstanding common stock on a fully diluted
basis.
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3.
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Not
engage in any related party transaction with Alico or any of its
subsidiaries unless such transaction is approved by a majority of the
independent directors on Alico's Board of Directors (or a committee of
Alico's Board of Directors comprised entirely of independent
directors).
|
In
accordance with the applicable rules and regulations of the United States
Securities and Exchange Commission, Atlanticblue will disclose the contents of
this letter in an Amendment to its Schedule 13D.
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Sincerely,
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ATLANTIC
BLUE GROUP, INC.
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JD
Alexander President and CEO
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787022.01-Chicago
Server 2A - MSW
mail P.O. Box
1318 | Lake Wales, Florida
33859-1318
location 122 East Tillman
Avenue Lake Wales, Florida
33853
voice
863.679.9595 | fax
863.678.0934 | www.atlanticblue.us
Atlantic
Blue Trust, Inc.
122 East
Tillman Avenue
Lake
Wales, Florida 33853
Phone:
863-679-9595
Fax:
863-678-0934
September
29, 2006
Board of
Directors of Alico, Inc. Alico, Inc. P.O. Box 338 LaBelle, FL 33977
Directors:
Atlantic
Blue Trust, Inc. ("ABT") remains fully supportive of reasonable and appropriate
governance standards and practices as we indicated to you in our letter of March
18, 2005 (copy attached). In this regard, ABT would like to advise the Board of
Directors of Alico, Inc. ("Alico") of certain ABT commitments to Alico to take
effect following the normal date for Alico's 2007 annual shareholders meeting.
Following such date, ABT commits that unless and until ABT has given Alico 30
days prior written notice, ABT will:
|
1.
|
Vote
its shares of common stock at Alico's annual shareholder meeting to elect
director nominees such that a majority of Alico's Board of Directors is
comprised of directors who are "independent" as defined in Nasdaq Rule
4200.
|
|
2.
|
Not
acquire, through open market or private purchases, more than 55% of
Alico's outstanding common stock on a fully diluted
basis.
|
|
3.
|
Not
engage in any related party transaction with Alico or any of its
subsidiaries unless such transaction is approved by a majority of the
independent directors on Alico's Board of Directors (or a committee of
Alico's Board of Directors comprised entirely of independent
directors).
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4.
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Keep
separate the Chairman and CEO, President and CFO of Alico and the Chairman
and CEO, President and CFO of ABT, so that the top executive officer at
each company is a different
individual.
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Page
2
September
29, 2006
Board of
Directors of Alico, Inc.
Alico
agrees to do everything reasonable and appropriate so as to slate and support
the election to its Board of Directors of an individual proposed by ABT. At this
time, ABT would like to propose Mr. Robert Viguet to serve on the Board of Alico
and hereby requests that he be elected to the Board of Alico immediately and be
slated for election as a director of Alico at the 2007 annual shareholders
meeting. Alico hereby agrees to do so and to waive the relevant provision of
ABT's letter of March 18, 2005 for this purpose.
In
accordance with the applicable rules and regulations of the United States
Securities and Exchange Commission, ABT will disclose the contents of this
letter agreement in an Amendment to its Schedule 13D.
Sincerely,
ATLANTIC
BLUE TRUST, INC.
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By:
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/s/
J.D. Alexander
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President
and Chief Executive Officer
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Accepted
and agreed to:
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ALICO,
INC.
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By:
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Dan
L. Gunter
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President
and Chief Operating Officer
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Page
2
September
29, 2006
Board of
Directors of Alico, Inc.
Alico
agrees to do everything reasonable and appropriate so as to slate and support
the election to its Board of Directors of an Individual proposed by ABT. At this
time, ABT would like to propose Mr. Robert Viguet to serve on the Board of Alico
and hereby requests that he be elected to the Board of Alico immediately and be
slated for election as a director of Alico at the 2007 annual shareholders
meeting. Alico hereby agrees to do so and to waive the relevant provision of
ABT's letter of March 18, 2005 for this purpose.
In
accordance with the applicable rules and regulations of the United States
Securities and Exchange Commission, ABT will disclose the contents of this
letter agreement in an Amendment to its Schedule 13D.
Sincerely,
ATLANTIC
BLUE TRUST, INC,
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By:
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J.D.
Alexander
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President
and Chief Executive Officer
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Accepted
and agreed to:
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ALICO,
INC.
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By:
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/s/
Dan L. Gunter
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Dan
L. Gunter
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President
and Chief Operating Officer
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