SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) October 8, 1999
ORANGE-CO, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 1-6442 59-0918547
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
2020 U.S. Highway 17 South
P.O. Box 2158
Bartow, Florida 33830
(Address and Telephone Number of Principal Executive Offices)
ITEM 1. Change in Control of Registrant
(a) On September 27, 1999, OJ Acquisition Corp., a newly formed Florida
corporation ("Purchaser"), acquired from Ben Hill Griffin Investments, Inc.,
a Nevada corporation, the Griffin Family Limited Partnership,
and Dorothy Brown Griffin, all affiliates of Ben Hill Griffin III, the
Registrant's Chairman and Chief Executive Officer, 5,405,660 shares
(the "Shares") of the Registrant's common stock,
$.50 par value (the "Common Stock"), representing 52.4% of the outstanding
Common Stock, at a cash price of $7.00 per Share. All of the outstanding
capital stock of the Purchaser is owned by Reservoir Capital Partners, L.P.,
a Delaware limited partnership ("RCP"), Reservoir Capital Associates, L.P.,
a separate Delaware limited partnership ("RCA") and Reservoir Capital Master
Fund, a limited partnership organized under the laws of the Cayman Islands
("RCMF"). The general partner of each of RCP, RCA and RCMP is Reservoir
Capital Group, L.L.C., a Delaware limited liability company ("RCM"),
whose managing member is Reservoir Capital Management, L.L.C., also a
Delaware limited liability company ("RCM" and, together with RCP, RCA,
RCMF and RCG, the "Parent"). The source of the consideration paid by
Purchaser was derived from the internal capital of the Parent. No part of
such consideration was derived from external loans.
The purchase was made in accordance with the terms of an Agreement
and Plan of Merger, dated as of September 27, 1999, by and among Registrant,
Purchaser and RCP, RCA and RCMF (the "Merger Agreement"), pursuant to which,
following consummation of a pending tender offer commenced by Purchaser on
or about October 4, 1999 to acquire any and all of the outstanding Common
Stock not owned by Purchaser (the "Reservoir Offer"), and the satisfaction
or waiver of certain conditions, Purchaser will be merged with and into the
Registrant (the "Merger"), with the Registrant continuing as the
surviving corporation. In the Merger, each outstanding share of Common Stock
(other than the Shares then held by Purchaser, Parent or any wholly-
owned subsidiary of Parent or Purchaser or in the treasury of the Registrant
or by any wholly-owned subsidiary of the Registrant, which Shares will be
canceled with no payment being made with respect thereto, and other than
Shares, if any, held by shareholders who perfect their appraisal rights under
Florida law) will, by virtue of the Merger and without any action by the
holder thereof, be converted into the right to receive $7.00 in cash,
payable to the holder thereof, without interest thereon (the "Merger
Consideration"), upon the surrender of the certificate formerly representing
such Share.
(b) The Registrant knows of no arrangement, including any pledge by any
person of the securities of Registrant, the Purchaser or the Parent, the
operation of which may at a subsequent date result in a change in control
of the Registrant.
ITEM 2. Acquisition or Disposition of Assets
Initial Closing. On September 27, 1999, concurrently with the
Purchaser's acquisition of the Shares, an Asset Purchase Agreement was
executed by the Registrant, as Seller, and Pasco Acquisition, Inc., a
Delaware corporation ("Pasco"), as the Buyer. Pasco had no material
relationship to the Purchaser, the Parent, the Registrant, any of the
Registrant's directors or officers, any associate of such a director or
officer, or any affiliate of the Registrant. At the time of such execution,
Pasco paid the Registrant the cash sum of $17,925,000, together with a
separate cash amount, $11,767,548, the latter sum constituting payment for
the estimated working capital of the Registrant allocable to its beverage and
food service business (the "Food Service Business"), assumed certain of the
Registrant's liabilities relating to that business, and acquired
the Registrant's Food Service Business assets other than cash and certain
excluded assets.
Final Closing. The closing (the "Final Closing") of the Registrant's
sale and Pasco's purchase of the Registrant's separate citrus processing and
packaging business (the "Processing Business") assets is required by the
Asset Purchase Agreement to take place no later than the first business day
following the satisfaction or waiver of certain conditions, including any
required Registrant shareholder approval, consummation of the Merger,
the absence of any material adverse change, the absence of any proceeding,
statute, rule or regulation that would render such closing illegal, and
performance by each party of its obligations and agreements and compliance
with its covenants as stated in the Asset Purchase Agreement. At least five
business days before such closing, the parties will use their best efforts
to agree upon a reasonable estimate of the Registrant's net working
capital allocable to the Food Service Business (as of the Initial Closing)
and the Processing Business (as of the Final Closing), failing which the
independent certified public accounting firm of Tedder, James, Worden
& Associates ("Tedder James") will make such determination. At the Final
Closing Pasco will be required to pay the Registrant, by wire transfer of
immediately available funds, an amount based upon the net working capital
allocable to the Processing Business, and to assume certain of the
Registrant's liabilities allocable to the Processing Business, and
will, in turn, acquire the Processing Business and its related assets.
ITEM 4. Changes in Registrant's Certifying Accountant
On October 8, 1999, KPMG Peat Marwick LLP (the "Accountant"), the
independent certified public accounting firm that had been engaged by
Registrant to audit the Registrant's financial statements prepared with
respect to each of its fiscal years ended September 30, 1992 - 1998,
inclusive, was dismissed upon the recommendation of the Registrant's
audit committee and approval of the Registrant's board of directors.
Neither of the two most recent reports given by the Accountant with respect
to the Registrant's financial statements contained an adverse opinion or a
disclaimer of opinion, nor was either qualified or modified as to
uncertainty, audit scope or accounting principles. During that same two
year period ended September 30, 1998, and thereafter through the date of the
referenced dismissal (the "Applicable Period"), there were no disagreements,
either resolved or unresolved, between the Registrant and the Accountant on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
Within the Applicable Period the Accountant never advised the Registrant
that (a) the internal controls necessary for the Registrant to develop
financial statements did not exist; (b) information had come to the
Accountant's attention that had led it to no longer be able to rely upon
management's representations, or that had made it unwilling to be associated
with the financial statements prepared by management; (c) there was need to
expand significantly the scope of its audit, or that information had come to
the Accountant's attention during the Applicable Period that, if further
investigated, might (i) materially impact the fairness or reliability of
either a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering any of the fiscal
periods subsequent to the date of the most recent financial statements covered
by an audit report (including information that might have prevented it from
rendering an unqualified audit report on those financial statements);
or (ii) cause it to be unwilling to rely on management's representations or
be associated with the Registrant's financial statements; or (d) information
had come to the accountant's attention that it had concluded materially
impacted the fairness or reliability of either a previously issued audit
report or the underlying financial statements, or the financial statements
issued or to be issued covering any fiscal period subsequent to the date of the
most recent financial statements covered by an audit report (including
information that, unless resolved to the Accountant's satisfaction, would have
prevented it from rendering an unqualified audit report on those financial
statements.)
The Registrant has requested the Accountant to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether the
Accountant agrees with the statements made by the Registrant in the two
preceding paragraphs, and, if not, then stating in what respects the
Accountant does not agree with such statements, and the Accountant has
agreed to do so within such time period as will enable the Registrant to file
the same as an exhibit to this report within the ten business day period
after the date of its filing. The Registrant acknowledges that,
notwithstanding the availability of such extended period to the Accountant, the
Registrant will file such letter by amendment within the two business day
period following its receipt. On October 8, 1999, after dismissing the
Accountant, the Registrant engaged the services of Tedder, James, Worden
& Associates as the Registrant's principal accountant to audit the
Registrant's financial statements to be prepared with respect to the
Registrant's fiscal year ended September 30, 1999.
ITEM. 7 Financial Statements, Pro Forma Financial Information and Exhibits
The financial statements, pro forma financial information and exhibits
being filed as a part of this report are the following:
(a) Financial Statements of Businesses Acquired: Inapplicable
(b) Pro Forma Financial Information: It is impracticable to
provide any required pro forma financial information
applicable to the described transaction at the present time.
Such information will be filed under cover of a Form 8 on or
before, December 10, 1999.
(c) Exhibits:
(2) Merger Agreement - constituting an exhibit to the
Purchaser's and Parent's Schedule 14D-1 (Tender Offer
Disclosures by Persons Other Than the Issuer for Tender
Offers for the Equity Securities of Issuers Subject to
the 1934 Act Reporting Requirements) which was filed with
the Commission on Friday October 1, 1999, and incorporated
herein by specific reference thereto;
(2) Asset Purchase Agreement - constituting an exhibit to the
Registrant's Schedule 14D-9 (Information Required for
Solicitations and Recommendations in Connection with
Proxy Solicitations Covered by the 1934 Act Reporting
Requirements) which was filed with the Commission on
Friday, October 1, 1999, and incorporated herein by
specific reference thereto;
(16) Letter re Change to Certifying Accountant to be separately
filed under cover of a Form 8 on or before
October 21, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ORANGE-CO, INC.
October 11, 1999
/S/Gene Mooney
________________________
Gene Mooney, President and
Chief Operating Officer
/s/Dale A. Bruwelheide
__________________________
Dale A. Bruwelheide
Vice President and Chief Financial
Officer and Principal Accounting
Officer
