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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(Amendment No. 1)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
ORANGE-CO, INC.
(Name of Subject Company)
ORANGE-CO, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.50 per share
(Title of Class of Securities)
684177108
(CUSIP Number of Class of Securities)
Dale A. Bruwelheide
Vice President and Chief Financial Officer
Orange-co, Inc.
2020 U. S. Highway 17 South
Post Office Box 2158
Bartow, Florida 33831-2158
(914) 533-0551
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person(s) filing statement)
Copies to:
Jeremy P. Ross
Bush Ross Gardner Warren & Rudy, P.A.
220 South Franklin Street
Tampa, Florida 33602
(813)224-9255
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "COMMISSION") on October 1, 1999 (as
amended and supplemented, the "SCHEDULE 14D-9") by Orange-co, Inc., a Florida
corporation (the "COMPANY"), with respect to the offer by OJ Acquisition Corp.,
a Florida corporation (the "PURCHASER"), all of the capital stock of which is
owned by Reservoir Capital Partners, L.P., a Delaware limited partnership
("RCP"), Reservoir Capital Associates, L.P., a Delaware limited partnership
("RCA"), and Reservoir Capital Master Fund, a limited partnership organized
under the laws of the Cayman Islands ("RCMF"), as disclosed in a Tender Offer
Statement on Schedule 14D-1 also filed with the Commission on October 1, 1999,
as the same may be amended from time to time, to purchase all of the Company's
outstanding shares of common stock, $.50 par value (the "SHARES"), not already
owned by Purchaser, at a price of $7.00 per Share, net to each seller in cash,
and without interest thereon, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase, dated October 1, 1999, and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "OFFER"). The general partner of each of
RCP, RCA and RCMF is Reservoir Capital Group, L.L.C., a Delaware limited
liability company ("RCG"), whose managing member is Reservoir Capital
Management, L.L.C., a Delaware limited liability company ("RCM" and, together
with RCP, RCA, RCMF and RCG, the "Parent"). Capitalized terms used but not
defined herein have the same meanings ascribed to them in the Schedule 14D-9.
ITEM 2. TENDER OFFER OF THE BIDDER
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
At 12:00 midnight, New York City time, on Friday, October 29, 1999,
the Offer expired. Based on a preliminary count, approximately 4,278,779 Shares
were tendered pursuant to the Offer, of which 45,354 were tendered pursuant to
notice of guaranteed delivery. The Shares tendered, together with the Shares
already owned by Purchaser, constitute approximately 94% of the total
outstanding. All Shares validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment.
On November 1, 1999, Purchaser was merged with and into the Company
(the "MERGER") pursuant to the Merger Agreement, with the Company continuing as
the surviving entity and a wholly-owned subsidiary of RCP, RCA and RCMF. As a
result of the Merger, each Share (other than Shares held by Parent, Purchaser
or any wholly-owned subsidiary of Parent or Purchaser or in the treasury of the
Company or by any wholly-owned subsidiary of the Company, which Shares were
canceled with no payment being made with respect thereto, and other than
Shares, if any, held by shareholders who perfect their dissenters' rights under
the Florida Business Corporation Act) was, by virtue of the Merger and without
any action by the holder thereof, converted into the right to receive $7.00 in
cash (without interest).
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The amount paid by Purchaser in the Offer and the Merger was
approximately $34,000,000.
A copy of the Parent's press release announcing the expiration of the
Offer, the acceptance of validly tendered Shares and the Merger is attached
hereto as Exhibit (a)(1).
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
Pursuant to the Merger Agreement, the individuals comprising the
directors and officers of the Purchaser immediately prior to the Effective Time
of the Merger (November 1, 1999), will, from and after the Effective Time,
comprise the directors and officers, respectively, of the Company until their
successors are elected or appointed and qualified or until their earlier
deaths, resignations or removals in accordance with the Company's Articles of
Incorporation and Bylaws. Each of the Company's existing directors and officers
has tendered his resignation, effective as of the Effective Time of the Merger.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
<TABLE>
<CAPTION>
Exhibit No. Designation
----------- -----------
<S> <C>
(a)(1) Text of Parent's press release issued by the Company and the Purchaser on
November 1, 1999.
</TABLE>
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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.
ORANGE-CO, INC.
Dated: November 1, 1999 By: /s/ Gene Mooney
--------------------------------
Gene Mooney, President and Chief
Operating Officer
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EXHIBIT (a)(1)
RESERVOIR CAPITAL GROUP ANNOUNCES THE COMPLETION OF ITS
ACQUISITION OF ORANGE-CO
NEW YORK, NY--Reservoir Capital Group, L.L.C. announced today that its
cash tender offer, through its subsidiary , OJ Acquisition Corp., for all of
the outstanding shares of common stock of Orange-co, Inc. not already owned at
$7.00 cash net per share expired at 12:00 midnight, New York City time, on
Friday, October 29, 1999, and that it has accepted for payment all shares of
Orange-co common stock tendered pursuant to the tender offer. Reservoir
previously purchased a 52.4% stake in Orange-co from affiliates of Ben Hill
Griffin, Inc. for $7.00 per share in cash on September 2, 1999.
Reservoir has been advised by the depositary for the tender offer that, as
of the expiration of the tender offer, 4,278,779 shares had been validly
tendered and not withdrawn, including 45,354 shares submitted subject to a
notice of guaranteed delivery. The shares tendered, together with the shares
already owned by Reservoir, represent approximately 94% of the outstanding
shares of Orange-co stock. Reservoir will promptly pay the holders who tendered
their shares pursuant to the tender offer following delivery of the shares.
Following the close of the tender offer, Reservoir intends to complete its
acquisition of Orange-co by merging its subsidiary, OJ Acquisition Corp., into
Orange-co later today. As a result of the merger, each outstanding share of the
Orange-co stock will, by virtue of the merger, be converted into the right to
receive $7.00 in cash, subject to applicable dissenter's rights. Following the
merger, shareholders who did not tender their shares in the tender offer will
be receiving information from Orange-co explaining how they surrender their
shares in exchange for the $7.00 per share payment.
