<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. )*
-----
ORANGE-CO, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
684177108
(CUSIP Number)
DAVID C. SHOBE, ESQ.
501 E. KENNEDY BOULEVARD, SUITE 1700
TAMPA, FLORIDA 33602
(813) 228-7411
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
Page 1 of 10 Pages
- -------------------
* The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
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CUSIP NO. 684177108 PAGE 2 OF 10 PAGES
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: BEN HILL GRIFFIN III
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/x/
(b)/ /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ben Hill Griffin III is a United States citizen
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,193,660
OWNED BY
EACH -------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,193,660
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,193,660
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.41%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
<TABLE>
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CUSIP NO. 684177108 PAGE 3 OF 10 PAGES
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: BEN HILL GRIFFIN, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/x/
(b)/ /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,105,160
EACH
REPORTING ---------------------------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,105,160
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,105,160
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.56%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
<TABLE>
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CUSIP NO. 684177108 PAGE 4 OF 10 PAGES
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: BEN HILL GRIFFIN INVESTMENTS, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/x/
(b)/ /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,105,160
NUMBER OF ---------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ---------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,105,160
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,105,160
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.56%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 684177108 PAGE 5 OF 10 PAGES
INTRODUCTION
This statement on Schedule 13D (the "Statement") constitutes the
initial filing by Ben Hill Griffin Investments, Inc., a Nevada corporation ("BHG
Investments"), with respect to the acquisition by BHG Investments of 5,105,160
shares of the common stock, par value $.50 per share (the "Common Stock"), of
Orange-co, Inc., a Florida corporation (the "Company"). This filing also
constitutes an amendment to the Schedule 13D previously filed on June 5, 1992,
by (i) Ben Hill Griffin, Inc. ("BHGI"), a Florida corporation which owns all of
the issued and outstanding stock of BHG Investments, and (ii) Ben Hill Griffin
III, an individual who has an indirect controlling interest in BHGI. On November
5, 1997, BHGI transferred to BHG Investments all 5,105,160 shares of the Common
Stock of the Company owned by BHGI. The purpose of such transaction was to
transfer all Common Stock of the Company held by BHGI to a holding company for
investment management purposes. The transaction did not involve a change in the
ultimate beneficial ownership of the transferred shares.
In this Statement, each of BHG Investments, BHGI, and Ben Hill Griffin
III are occasionally referred to as a "Reporting Person," and they are
occasionally collectively referred to as the "Reporting Persons." The Reporting
Persons are filing this Statement together as a group pursuant to Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is the common stock, par value $0.50 per share (the "Shares"), of
Orange-co, Inc., a Florida corporation (the "Company"). The address of the
Company's principal executive office is 2020 Highway 17 South, P.O. Box 2158,
Bartow, Florida, 33831-2158.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by BHG Investments, BHGI, and Ben Hill
Griffin III.
BHG Investments is a Nevada corporation which serves as a holding
company for BHGI's investments. The address of BHG Investments' principal
business and principal office is: 5851 West Charleston Blvd., Suite 1000, Las
Vegas, Nevada, 89102.
BHGI is a Florida corporation which is engaged in agribusiness. The
address of BHGI's principal business and principal office is: 700 South
Alternate Highway 27, Post Office Box 127, Frostproof, Florida 33843.
Ben Hill Griffin III is a United States citizen whose business address
is: 700 South Alternate Highway 27, Post Office Box 127, Frostproof, Florida
33843. Mr. Griffin is currently Chairman of the Board, President, and Chief
Executive Officer of BHGI, and President and Chairman of the Board of BHG
Investments.
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SCHEDULE 13D
CUSIP NO. 684177108 PAGE 6 OF 10 PAGES
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), nor have any of the Reporting Persons been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any of the Reporting Persons was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The following persons are officers and directors of BHG Investments:
Michael J. Aloian, who is a United States citizen and who has the same
business address as BHG Investments, is a director, Vice President, Controller,
and Treasurer of BHG Investments. Mr. Aloian's current principal occupation is
acting as a tax manager for Bradshaw, Smith & Co., an accounting and business
consulting firm which is located at the same address as BHG Investments.
Gordon W. Stewart, who is a United States citizen and who has the same
business address as BHG Investments, is a director and the Secretary of BHG
Investments. Mr. Stewart's current principal occupation is that of an attorney
with the law firm of Stewart & Associates, located at Chase Manhattan Centre,
1201 North Market Street, Wilmington, Delaware, 19801.
Ben Hill Griffin IV, who is a United States citizen and who has the
same business address as BHGI, is a Vice President of BHG Investments. Mr.
Griffin's principal occupation is acting as Vice President at BHGI.
Jefferson C. Barrow, Jr., who is a United States citizen, is a Vice
President of BHG Investments. Mr. Barrow's current principal occupation is
acting as an administrative assistant to the President and Treasurer of BHGI.
Mr. Barrow's business address is 700 South Scenic Highway, P.O. Box 127,
Frostproof, Florida 33843.
Tamara J. Christensen, who is a United States citizen and who has the
same business address as BHGI Investments, is Assistant Secretary and Assistant
Treasurer of BHG Investments. Ms. Christensen's principal occupation is as an
assistant officer manager for Bradshaw, Smith & Co., an accounting and business
consulting firm which is located at the same address as BHG Investments.
The following persons are officers and directors of BHGI:
Jefferson C. Barrow, Jr. is a United States citizen who has the same
business address as BHGI. Mr. Barrow's current principal occupation is acting as
Treasurer and Assistant Secretary of BHGI.
Ben Hill Griffin IV, who is a United States citizen and who has the
same business address as BHGI, is a director of BHGI. As noted above, Mr.
Griffin's principal occupation is acting as Vice President of BHGI.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 684177108 PAGE 7 OF 10 PAGES
K.E. Hartsaw, who is a United States citizen and who has the same
business address as BHGI, is a director of BHGI. Mr. Hartsaw is currently
retired.
Donna H. Respress is a United States citizen who has the same business
address as BHGI. Ms. Respress is principally employed as Secretary of BHGI.
Ben Hill Griffin III exercises ultimate control over BHGI and BHG
Investments. During the last five years, none of the above-mentioned officers
and directors of BHGI or BHG Investments has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), nor has any
such person been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Because the transfer of Common Stock of the Company by BHGI to BHG
Investments constituted a transfer to a wholly owned subsidiary, no stock or
other consideration was issued to BHGI in connection with such transaction.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to transfer the Common Stock of the
Company held by BHGI to a holding company for investment management purposes.
The transaction did not involve a change in the ultimate beneficial ownership of
the transferred shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b)
Ben Hill Griffin III beneficially owns 5,193,660 shares of the Common
Stock of the Company. 5,105,160 of such shares are directly owned by BHG
Investments, in which Mr. Griffin has an indirect controlling interest (Mr.
Griffin has shared voting and shared investment power with respect to such
shares). 88,500 of such shares are directly owned by the Griffin Family Limited
Partnership, in which Mr. Griffin is a Class A partner and in which Mr. Griffin
owns a controlling interest (Mr. Griffin has shares voting and shared investment
power with respect to such shares).
BHG Investments directly owns 5,105,160 shares of the Common Stock of
the Company and has sole voting and sole investment power with respect to all
such shares.
BHGI, as the holder of all of the issued and outstanding stock of BHG
Investments, beneficially owns all 5,105,160 shares of the Common Stock of the
Company directly held by
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SCHEDULE 13D
CUSIP NO. 684177108 PAGE 8 OF 10 PAGES
BHG Investments. BHGI has shared voting and shared investment power with respect
to such shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Ben Hill Griffin III is the Chairman of the Board and President of BHG
Investments. He is also Chairman, President, and Chief Executive Officer of (i)
BHGI, which is wholly owned by B.H.G., Inc., a Florida corporation, and (ii)
B.H.G., Inc., in which a controlling interest is held by an irrevocable family
trust of which Mr. Griffin is sole trustee. As a result of these relationships,
Mr. Griffin beneficially owns the 5,105,160 shares of Common Stock of the
Company which are directly owned by BHG Investments, and Mr. Griffin has shared
voting and shared investment power with respect to all such shares.
Mr. Griffin is a Class A partner in, and owns a controlling interest
in, the Griffin Family Limited Partnership. Consequently, Mr. Griffin is the
beneficial owner of the 88,500 shares of the Common Stock of the Company that
are owned directly by the Griffin Family Limited Partnership, and Mr. Griffin
has shared voting and shared investment power with respect to all such shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed herewith as an exhibit to this
statement:
(a) Joint Filing Agreement
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 684177108 PAGE 9 OF 10 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BEN HILL GRIFFIN INVESTMENTS, INC.
By: /s/ Michael J. Aloian
--------------------------------------
Michael J. Aloian
Vice President
/s/ Ben Hill Griffin III
---------------------------------------
Ben Hill Griffin III, individually
BEN HILL GRIFFIN, INC.
By: /s/ Ben Hill Griffin III
--------- ----------------------------
Ben Hill Griffin III, President
Date: November 12, 1997
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 684177108 PAGE 10 OF 10 PAGES
EXHIBIT INDEX
1. Joint Filing Agreement
<PAGE> 1
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Orange-co, Inc. or any subsequent acquisitions or dispositions of equity
securities of Orange-co, Inc. by any of the undersigned.
Date: November 12, 1997
BEN HILL GRIFFIN INVESTMENTS, INC.
By: /s/ Michael J. Aloian
-----------------------------------------
Michael J. Aloian
Vice President
/s/ Ben Hill Griffin III
----------------------------------------
Ben Hill Griffin III, individually
BEN HILL GRIFFIN, INC.
By: /s/ Ben Hill Griffin III
----------------------------------------
Ben Hill Griffin III, President
