<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. 2)*
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)
SEPTEMBER 23, 1999
(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 11 Pages
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* 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
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 2 OF 11
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- ---------------- --------------------------------------------------------------
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) [ ]
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3 SEC USE ONLY
- ---------------- --------------------------------------------------------------
4 SOURCE OF FUNDS*
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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
0**
NUMBER OF ---------- -----------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0**
OWNED BY ---------- -----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0**
PERSON WITH ---------- -----------------------------------------
10 SHARED DISPOSITIVE POWER
0**
- ---------------- --------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
- ---------------- --------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------- --------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ---------------- --------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------- --------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**ON SEPTEMBER 23, 1999, THE REPORTING PERSONS SOLD ALL OF THEIR BENEFICIALLY
OWNED SHARES.
<PAGE> 3
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 3 OF 11
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- -------------- ----------------------------------------------------------------
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
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4 SOURCE OF FUNDS*
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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
0**
NUMBER OF ---------- -------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0**
OWNED BY ---------- -------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0**
PERSON WITH ---------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
0**
- -------------- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
- -------------- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -------------- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------- ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**ON SEPTEMBER 23, 1999, THE REPORTING PERSONS SOLD ALL OF THEIR BENEFICIALLY
OWNED SHARES.
<PAGE> 4
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 4 OF 11
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- -------------- ----------------------------------------------------------------
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*
- -------------- ----------------------------------------------------------------
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
0**
NUMBER OF ---------- -------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0**
OWNED BY ---------- -------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0**
PERSON WITH ---------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
0**
- -------------- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
- -------------- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -------------- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------- ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**ON SEPTEMBER 23, 1999, THE REPORTING PERSONS SOLD ALL OF THEIR BENEFICIALLY
OWNED SHARES.
<PAGE> 5
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 5 OF 11
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INTRODUCTION
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is intended to
amend and supplement certain information set forth in the Schedule 13Ds filed on
November 12, 1997 and June 5, 1992 and the Amendment No. 1 filed on September 8,
1999 (the "Initial Filings") by (i) Ben Hill Griffin Investments, Inc., a Nevada
corporation ("BHG Investments"), (ii) Ben Hill Griffin, Inc. ("BHGI"), a Florida
corporation which owns all of the issued and outstanding stock of BHG
Investments, and (iii) Ben Hill Griffin III, an individual who has an indirect
controlling interest in BHGI.
In this Amendment No. 2, 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 Amendment No. 2 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 Amendment
No. 2 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
The persons filing this Amendment No. 2 are 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 a Class A partner of the Griffin Family Limited
Partnership ("GFLP"), Chairman of the Board, President, and Chief Executive
Officer of BHGI, and President and Chairman of the Board of BHG Investments.
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
<PAGE> 6
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 6 OF 11
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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 of BHGI.
Stewart W. Hurst, who is a United States citizen, is a Vice President
of BHG Investments. Mr. Hurst's current principal occupation is acting as a
Vice President of BHG Investments and as Vice President and Chief Financial
Officer of BHGI.
Stacey D. Roth, who is a United States citizen and who has the same
business address as BHG Investments, is Assistant Secretary and Assistant
Treasurer of BHG Investments. Ms. Roth's principal occupation is acting as a
secretary and clerical assistant for Bradshaw, Smith & Co., an accounting and
business consulting firm which is located at the same address as BHG
Investments.
Donna H. Respress is a United States citizen who has the same business
address as BHGI, and is an Assistant Secretary of BHG Investments. Ms.
Respress's principal occupation is acting as Executive Secretary of BHGI.
The following persons are officers and directors of BHGI:
Norma J. De Antonio, who is a United States citizen and who has the
same business address as BHGI, is an Assistant Treasurer, Assistant Secretary
and Controller of BHGI. Ms. De
<PAGE> 7
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 7 OF 11
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Antonio's principal occupation is acting an Assistant Treasurer, Assistant
Secretary and Controller of BHGI.
Ben Hill Griffin IV, who is a United States citizen and who has the
same business address as BHGI, is a director and Vice President of BHGI. As
noted above, Mr. Griffin's principal occupation is acting as Vice President of
BHGI.
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.
Lloyd G. Hendry, who is a United States citizen and who has the same
business address as BHGI, is a director of BHGI. Mr. Hendry is currently
retired.
Stewart W. Hurst, who is a United States citizen and who has the same
business address as BHGI, is a Vice President and Chief Financial Officer of
BHGI. As noted above, Mr. Hurst's current principal occupation is acting as a
Vice President of BHG Investments and as Vice President and Chief Financial
Officer of BHGI.
Donna H. Respress is a United States citizen who has the same business
address as BHGI, and is an Executive Secretary of BHGI. As noted above, Ms.
Respress's principal occupation is acting as Executive 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. ITEM SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 2 relates specifically to the sale of all of the
Shares of the Company beneficially owned by BHG Investments, BHGI and Ben Hill
Griffin III to Reservoir Capital Group, LLC ("Reservoir"). On September 23,
1999, Reservoir purchased from BHGI and Ben Hill Griffin III 5,405,660 Shares,
or 52.4% of the 10,309,975 outstanding Shares as of the date hereof (based
solely on the Company's Quarterly Report on Form 10Q for the quarterly period
ended June 30, 1999), for a cash price of $7.00 per share. Upon the
consummation of that transaction, none of the Reporting Persons beneficially
own any Shares of the Company.
<PAGE> 8
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 8 OF 11
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ITEM 4. PURPOSE OF TRANSACTION
On July 14, 1999, a letter of intent was signed with Reservoir Capital
Group, LLC ("Reservoir") for Reservoir's purchase of all of the Shares of
Orange-co, Inc. beneficially owned by Ben Hill Griffin III and BHGI. The
purpose of the sale of the 5,405,660 Shares to Reservoir was to effectuate the
transaction contemplated in that letter of intent.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b)
None of the Reporting Persons beneficially own any Shares of the
Company.
(c) On September 23, 1999, the Reporting Persons sold to Reservoir
5,405,660 Shares of the Company for a cash price of $7.00 per share.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the Shares of the Company on September 23, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
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
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 9 OF 11
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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: October 5, 1999
<PAGE> 10
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 684177108 PAGE 10 OF 11
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EXHIBIT PAGE
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1. Joint Filing Agreement 11
<PAGE> 11
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
/s/ Ben Hill Griffin III
------------------------------------------
Ben Hill Griffin III, individually
BEN HILL GRIFFIN INVESTMENTS, INC.
By: /s/ Michael J. Aloian
------------------------------------------
Michael J. Aloian, Vice President
BEN HILL GRIFFIN, INC.
By: /s/ Ben Hill Griffin III
------------------------------------------
Ben Hill Griffin III, President
