<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ORANGE-CO, INC.
(Name of Issuer)
COMMON STOCK, $.50 PAR VALUE
(Title of Class of Securities)
684177108
(CUSIP Number)
GREGG M. ZEITLIN
RESERVOIR CAPITAL MANAGEMENT, L.L.C.
650 MADISON AVENUE
26TH FLOOR
NEW YORK, NEW YORK 10022
(212) 610-9000
(Name, address and telephone number of person
authorized to receive notices and communications)
July 15, 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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled 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 the
disclosures provided in a prior cover page.
Page 1 of 23 Pages
<PAGE> 2
The information required in the remainder of this cover page shall not be deemed
to be "filed" for purposes 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 of 23 Pages
<PAGE> 3
13D
CUSIP No. 684177108
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Management, L.L.C.
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 5,405,160
OWNED BY --------------------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH --------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
5,405,160
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,405,160
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 23 Pages
<PAGE> 4
13D
CUSIP No. 684177108
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Group, L.L.C.
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 5,405,160
OWNED BY --------------------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH --------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
5,405,160
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,405,160
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 23 Pages
<PAGE> 5
13D
CUSIP No. 684177108
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Partners, L.P.
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 4,535,470
OWNED BY --------------------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH --------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
4,535,470
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,535,470
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 23 Pages
<PAGE> 6
13D
CUSIP No. 684177108
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Associates, L.P.
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 247,016
OWNED BY --------------------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH --------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
247,016
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
247,016
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 23 Pages
<PAGE> 7
13D
CUSIP No. 684177108
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Master Fund, L.P.
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 622,674
OWNED BY --------------------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH --------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
622,674
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
622,674
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 23 Pages
<PAGE> 8
INTRODUCTION
This statement on Schedule 13D (the "Statement") constitutes the
initial filing by Reservoir Capital Management, L.L.C., a Delaware limited
liability company ("RCM"), Reservoir Capital Group, L.L.C., a Delaware limited
liability company ("RCG"), 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, L.P., a limited
partnership organized under the laws of the Cayman Islands ("RCMF"), with
respect to the beneficial ownership of shares of common stock, par value $.50
per share (the "Common Stock"), of Orange-co, Inc., a Florida corporation.
In this Statement, each of RCM, RCG, RCP, RCA and RCMF may be referred
to as a "Reporting Person," and collectively as the "Reporting Persons."
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is the common stock, par value $.50 per share (the "Common Stock"), of
Orange-co, Inc., a Florida corporation (the "Company"). The address of the
Company's principal executive office is 2020 U.S. Highway 17 South, P.O. Box
2158, Bartow, Florida 33831-2158.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by RCM, RCG, RCP, RCA and RCMF.
RCM, an investment management firm, is a Delaware limited liability
company and the managing member of RCG. The address of RCM's principal business
and principal office is 650 Madison Avenue, 26th Floor, New York, New York
10022.
RCG, a subsidiary of RCM, is a Delaware limited liability company. RCG
is an investment management firm and serves as the general partner in RCP, RCA
and RCMF. The address of RCG's principal business and principal office is 650
Madison Avenue, 26th Floor, New York, New York 10022.
RCP is a Delaware private investment partnership whose general partner
is RCG. The address of RCP's principal business and principal office is 650
Madison Avenue, 26th Floor, New York, New York 10022.
RCA is a Delaware private investment partnership whose general partner
is RCG. The address of RCA's principal business and principal office is 650
Madison Avenue, 26th Floor, New York, New York 10022.
RCMF is a private investment partnership organized under the laws of
the Cayman Islands. RCMF's general partner is RCG. The address of RCMF's
principal business and principal office is 650 Madison Avenue, 26th Floor, New
York, New York 10022.
Information regarding the control persons and executive officers of the
Reporting Persons is set forth on Schedule I attached hereto, which Schedule is
hereby incorporated by reference. Except as set forth on Schedule I, all such
persons are citizens of the United States.
Page 8 of 23 Pages
<PAGE> 9
During the last five years, none of the Reporting Persons or, to the
best knowledge of the Reporting Persons, any person named in Schedule I has been
(a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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
The 5,405,160 shares of Common Stock beneficially owned by the
Reporting Persons would be acquired pursuant to a letter of intent ("Reservoir
Letter of Intent"; such Letter of Intent is attached as Exhibit 1, which Exhibit
is hereby incorporated by reference), dated as of July 14, 1999, by and among
RCG, Ben Hill Griffin, III ("BHGIII") and Ben Hill Griffin, Inc. ("BHGI", and
collectively with "BHGIII", the "Seller" or "BHG") whereby RCG was granted an
option to purchase the Seller's 5,405,160 shares of Common Stock (the "BHG
Shares"), subject to the satisfaction of various conditions discussed below. If
the option is exercised, RCP, RCA and RCMF will purchase the BHG Shares with
working capital at an aggregate cost of $37,836,120.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of the option is the first step by the Reporting
Persons in the possible acquisition of control of the entire ownership interest
in the Company. Pursuant to the Reservoir Letter of Intent, BHG offers, subject
to certain conditions set forth below, to sell the BHG Shares for a cash price
of $7.00 per BHG Share, such offer to remain open and be irrevocable for 25
business days. The right to purchase the BHG Shares is conditioned upon and
would not occur prior to: (i) the execution of an Asset Purchase Agreement and a
Management Agreement between the Company and Pasco Acquisition Inc. ("Pasco")
pursuant to which Pasco contracts for the management of and agrees to buy and
the Company agrees to sell the Company's processing plant located in Bartow,
Florida (the "Asset Purchase and Management Agreements"), with such sale
conditioned upon completion of the merger referenced in (iv) below, (ii) the
execution of a fruit purchase agreement between BHGI and Pasco (the "Fruit
Purchase Agreement") and a consulting and non-compete agreement between Pasco
and BHGIII (the "Consulting and Non-Compete Agreement") accompanied by the
payment of the required initial payments under such agreements, (iii) RCG's
agreement to acquire the remaining outstanding stock of the Company at $7.00 per
share and (iv) the approval by an independent committee of the Company's Board
of Directors (and to the extent required the Company's Board) of the
transactions contemplated by the Reservoir Letter of Intent, including the
approval and execution of a merger agreement between the Company and RCG with
terms satisfactory to RCG and to the Company pursuant to which each remaining
shareholder of the Company other than RCG (who did not elect to exercise and
perfect dissenter's rights if applicable) would receive $7.00 per share. After
completion of the transactions contemplated under the Reservoir Letter of
Intent, neither BHGI nor BHGIII will have any continuing obligations or
liability for any representations and warranties to RCG or the Company, except
for customary representations of title in connection with the transfer of the
BHG Shares.
Page 9 of 23 Pages
<PAGE> 10
The Letter of Intent does not create an obligation on the part of RCG
to purchase the BHG Shares. Its decision to purchase such shares would be
subject to such matters as: (a) the completion of a due diligence investigation,
(b) its counsel's determination that the Reporting Person would not become
subject to applicable control share or affiliated transactions statutes, (c) the
approval by appropriate independent director committee action of a definitive
agreement providing for the acquisition of all outstanding shares of the Company
at $7.00 per share on terms satisfactory to RCG, (d) receipt by all parties of
all corporate, regulatory and other third party approvals and authorizations
necessary to consummate the transactions contemplated by the Reservoir Letter of
Intent (including expiration of any required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; this filing
has been made, and the waiting period will expire on August 21, 1999 at 11:59
p.m. eastern time if not terminated sooner) and (e) the Company's entering into
definitive Asset Sale and Management Agreements with Pasco satisfactory to RCG.
In addition, the Reporting Persons understand that as a result of the
Reservoir Letter of Intent and the transactions contemplated thereunder, Bobby
F. McKown, BHGIII, C.B. Meyers Jr., W. Bernard Lester and George Harris will
resign as directors of the Company. RCG's decision to purchase may be
conditioned upon the Company's independent director committee approval of all
actions necessary to cause the appointment to the Company's board of directors
of five replacement directors acceptable to RCG including fulfilling all
required actions of the Company and all required filings under Section 14(f) of
the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated
thereunder.
Under the Reservoir Letter of Intent, before August 19, 1999 (i) BHG
cannot, and must use its best efforts to cause the Company not to, solicit,
initiate, accept any offers for the purchase of, engage in any discussions
relating to or provide any information or otherwise facilitate any such offer,
or sell or transfer (whether by merger, consolidation or otherwise) or agree to
sell or transfer any shares of capital stock of the Company (including shares
owned by BHG), or options or warrants to purchase any such stock or any
securities convertible into or exchangeable for any such stock, or all or any
substantial portion of the assets and properties of the Company; (ii) BHG must,
and must use its best efforts to cause the Company to, terminate and not renew
any current discussions in which it is engaged with any party concerning the
matters described in clause (i) above, except for those discussions and
transactions contemplated by the Reservoir Letter of Intent; and (iii) BHG must
use its best efforts to cause the Company to conduct its business only in the
usual and ordinary course consistent with past practice and use its best efforts
to sustain and preserve in all material respects its goodwill and business
organization and all of its advantageous business relationships with lenders,
customers and suppliers and in particular to apply all proceeds from the
liquidation of inventories and receivables to service payables or reduce debt.
However, this will not prevent BHGIII from taking any action or refraining from
taking any action which based on advice of counsel he believes is prudent in
order to comply with his fiduciary duties as a director of the Company nor will
it be deemed to require BHGI or BHGIII to use its best efforts to cause the
Company's directors to take any action which they believe based upon advice of
counsel would not be prudent in light of their fiduciary duties to the Company's
stockholders. Each party must bear its own expenses in connection with the
Reservoir Letter of Intent and the transactions contemplated thereunder.
If within 25 business days from the date of the Reservoir Letter of
Intent any person or group (excluding Pasco) makes any proposal or offer with
respect to a business
Page 10 of 23 Pages
<PAGE> 11
combination involving the purchase of (i) all or any significant portion of the
Company's assets and its subsidiaries taken as a whole, (ii) 20% or more of the
outstanding Company common stock or (iii) 20% of the outstanding capital stock
of any of the Company's subsidiaries and a definitive agreement with respect to
such offer or proposal is executed and closed within one year from the date of
the Reservoir Letter of Intent under circumstances where the parties were
proceeding in good faith but were unable to complete the transactions because
the Company's Board in the exercise of its fiduciary duties did not take actions
to fulfill the conditions set forth in the Letter of Intent, then BHGI and
BHGIII must pay to RCG and Pasco all documented out-of-pocket expenses and fees
incurred by RCG and Pasco in connection with the Reservoir Letter of Intent and
the transactions contemplated thereunder up to $1,000,000 in the aggregate.
Additionally, Pasco, the Company, RCG, BHGI and BHGIII have entered
into a separate letter of intent, dated as of July 14, 1999 (the "Pasco Letter
of Intent"; it is attached as Exhibit 2 and is hereby incorporated by reference)
pursuant to which Pasco would purchase and the Company would sell all of the
assets of the Company used in the Company's citrus processing and beverage and
food servicing businesses, including the processing plant, for $17.925 million
plus the Net Working Capital of the Businesses (as such terms are defined in the
Pasco Letter of Intent) and Pasco's assumptions of the liabilities relating to
the Business. In addition, Pasco will pay $4.75 million to BHGI in connection
with the Fruit Purchase Agreement and $2.0 million to BHG in consideration of
BHGIII's and BHGI's agreement to consult and not to compete with the Businesses
for a period of five years from the closing.
The completion of the transactions contemplated by the Pasco Letter of
Intent is subject to (i) the execution of the Asset Purchase and Management
Agreements, the Fruit Purchase Agreement and the Consulting and Non Compete
Agreements, (ii) the completion of the purchase of the BHG Shares, and (iii) the
completion of Pasco's due diligence review. The Asset Purchase and Management
Agreements will be executed on or simultaneous with the execution of the Fruit
Purchase Agreement and the Consulting and Non-Compete Agreement and payments
under the Fruit Purchase Agreement and the Consulting and Non-Compete Agreement
but closing under the Asset Purchase Agreement will not occur prior to the
purchase by RCG of all of the outstanding shares of the Company. In addition,
the Management Agreement will terminate at the Company's option if the merger
agreement referred to in the Reservoir Letter of Intent with the Reporting
Persons terminates.
Currently, the Company's Common Stock is listed on the New York Stock
Exchange ("NYSE"). The purchase of the Shares pursuant to the merger agreement
referred to in the Reservoir Letter of Intent would cause the Shares to be
delisted under the published guidelines of the NYSE.
The Company's Common Stock is currently registered under the Exchange
Act. The purchase of the Shares pursuant to the merger agreement referred to in
the Reservoir Letter of Intent would result in the Common Stock becoming
eligible for deregistration under the Exchange Act. Registration of the Shares
may be terminated upon application by the Company to the Commission if its
Common Stock is not listed on a "national securities exchange" and there are
fewer than 300 record holders of such stock.
Page 11 of 23 Pages
<PAGE> 12
Except as set forth above, the Reporting Persons have no plan or
proposal which relates to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Each of RCM and RCG beneficially own 5,405,160 shares
(52.4%) of the Common Stock of the Company. RCP beneficially owns 4,535,470
shares (44%) of the Common Stock of the Company. RCA beneficially owns 247,016
shares (2.4%) of the Common Stock of the Company. RCMF beneficially owns 622,674
shares (6.0%) of the Common Stock of the Company.
(b) RCM and RCG each have the sole power to vote, direct the
voting of, dispose of and direct the disposition of 5,405,160 shares of Common
Stock of the Company. RCP has the sole power to vote, direct the voting of,
dispose of and direct the disposition of 4,535,470 shares of the Common Stock of
the Company. RCA has the sole power to vote, direct the voting of, dispose of
and direct the disposition of 247,016 shares of the Common Stock of the Company.
RCMF has the sole power to vote, direct the voting of, dispose of and direct the
disposition of 622,674 shares of the Common Stock of the Company
(c) Except as described in paragraph (a) above, neither the
Reporting Persons nor, to the best knowledge of the Reporting Persons, any of
the persons referred to in Schedule I attached hereto, has effected any
transactions in the Common Stock during the past 60 days.
(d) The Reporting Persons have the sole right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock owned by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, none of the Reporting Persons nor any other
person referred to in Schedule I attached hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter of Intent, dated as of July 14, 1999 by and among the
Company, the Reporting Persons, BHGIII and BHGI.
Page 12 of 23 Pages
<PAGE> 13
2. Letter of Intent, dated as of July 14, 1999 by and among Pasco, the
Company, BHGIII and BHGI.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the Reporting Persons, each such person or entity certifies that the
information set forth in this Schedule 13D is true, complete and correct and
agrees that this statement is filed on behalf of each of them.
Dated: July 26, 1999
RESERVOIR CAPITAL MANAGEMENT, L.L.C.
By:_/s/ Daniel H. Stern
---------------------------
Name: Daniel H. Stern
Title: President
RESERVOIR CAPITAL GROUP, L.L.C.
By:_/s/ Daniel H. Stern
---------------------------
Name: Daniel H. Stern
Title: President
RESERVOIR CAPITAL PARTNERS, L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By:_/s/ Daniel H. Stern
----------------------------
Name: Daniel H. Stern
Title: President
Page 13 of 23 Pages
<PAGE> 14
RESERVOIR CAPITAL ASSOCIATES L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By:_/s/ Daniel H. Stern
-------------------------------
Name: Daniel H. Stern
Title: President
RESERVOIR CAPITAL MASTER FUND, L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By:_/s/ Daniel H. Stern
-------------------------------
Name: Daniel H. Stern
Title: President
Page 14 of 23 Pages
<PAGE> 15
SCHEDULE I
CONTROL PERSONS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The names, present principal occupations and business addresses of the
control persons and executive officers of RCM and RCG are set forth below. The
control person's or executive officer's business address is that of the
Reporting Person. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to the Reporting Person. Each of the named
individuals is a citizen of the United States of America. RCG is the general
partner and control person of RCP, RCA and RCMF.
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
RESERVOIR CAPITAL MANAGEMENT, L.L.C.
<S> <C>
Daniel H. Stern President and Chief Executive Officer and Senior
Managing Member; President and Chief Executive
Officer of Reservoir Capital Group, L.L.C.
Craig A. Huff Managing Member and Managing Director; Managing
Director of Reservoir Capital Group, L.L.C.
Gregg M. Zeitlin Managing Member and Managing Director; Managing
Director of Reservoir Capital Group, L.L.C.
Celia Felsher Secretary and General Counsel; Secretary and
General Counsel of Reservoir Capital Group, L.L.C.
Sal DiFranco Chief Financial Officer and Treasurer; Chief
Financial Officer and Treasurer of Reservoir
Capital Group, L.L.C.
RESERVOIR CAPITAL GROUP, L.L.C.
Daniel H. Stern President and Chief Executive Officer; see
information under Reservoir Capital Management,
L.L.C.
Craig A. Huff Managing Director; see information under
Reservoir Capital Management, L.L.C.
Gregg M. Zeitlin Managing Director; see information under
Reservoir Capital Management, L.L.C.
Celia Felsher Secretary and General Counsel; see
</TABLE>
Page 15 of 23 Pages
<PAGE> 16
<TABLE>
<CAPTION>
<S> <C>
information under Reservoir Capital Management, L.L.C.
Sal DiFranco Chief Financial Officer and Treasurer; see
information under Reservoir Capital Management,
L.L.C.
</TABLE>
Page 16 of 23 Pages
<PAGE> 1
EXHIBIT 1
LETTER OF INTENT
July 14, 1999
Ben Hill Griffin, III
Ben Hill Griffin, Inc.
c/o Rabobank International
Attention: Ms. Molly Humes, Executive Director
1201 West Peachtree Street, Suite 3450
Atlanta, Georgia 30309
Gentlemen:
1. The purpose of this Letter of Intent is to state our mutual
understanding regarding the acquisition of shares of Orange-co, Inc. (the
"Company") held by Ben Hill Griffin Inc. ("BHGI") and Ben Hill Griffin, III
("BHGIII") (together, "BHG"). The transaction would involve the purchase of
5,405,160 shares, or 52.4% of the outstanding common stock of the Company (the
"BHG Shares"), from BHG for cash price of $7.00 per share.
2. BHG hereby agrees to offer and, subject to the terms and
satisfaction of the conditions set forth in this Letter of Intent, sell to us
the BHG Shares for a cash price of $7.00 per BHG Share, such offer to remain
open and be irrevocable for 25 business days following the date of this Letter.
Our right to purchase would be conditioned upon and would not occur prior to the
last to occur of: (i) the execution of an Asset Purchase and Management
Agreement between the Company and Pasco Acquisition, Inc. ("Pasco") pursuant to
which Pasco contracts for the management of and agrees to buy and the Company
agrees to sell the Company's processing plant located in Bartow Florida with
such sale conditioned upon completion of the merger referenced in (iv) below,
(ii) the execution of a fruit purchase agreement between BHGI and Pasco and a
consulting and non-compete agreement between Pasco and BHGIII accompanied by the
payment of the required initial payments thereunder, (iii) our agreement to
acquire the remaining outstanding stock of the Company at $7.00 per share and
(iv) the approval by an independent committee of the Company's Board of
Directors (and to the extent required by the Company's Board) of the
transactions contemplated hereby, including the approval of and execution of a
merger agreement between the Company and us with terms satisfactory to us and to
the Company pursuant to which each remaining shareholder of the Company other
than us (who did not elect to exercise and perfect dissenter's rights if
applicable) would receive $7.00 per share. After completion of the transactions
contemplated hereby, neither BHGI nor BHGIII will have any continuing
obligations or liabilities for any representations and warranties to us or the
Company except for customary representations of title in connection with the
transfer of the BHG Shares.
Page 17 of 23 Pages
<PAGE> 2
3. The acquisition would not be contingent on financing; we would
provide the financing from internal funds. This Letter of Intent does not create
an obligation on our part to purchase the BHG Shares. Our decision to purchase
would be subject to such matters as (a) the completion of our due diligence
investigation (including environmental and title) in a manner in all respects
satisfactory to us in our discretion, (b) our counsel's determination that we
would not become subject to applicable control share or affiliated transactions
statutes, (c) the approval by appropriate independent director committee action
of a definitive agreement providing for the acquisition of all outstanding
shares of the Company at $7.00 per share on terms satisfactory to us, (d)
receipt by all parties of all corporate, regulatory and other third party
approvals and authorizations necessary to consummate the transactions
contemplated hereby (including expiration of any required waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, it being
understood that you and we will use all reasonable commercial efforts to file
the necessary report forms within five business days from today), and (e) the
Company's entering into definitive Asset Sale and Management Agreements with
Pasco Acquisition, Inc. ("Pasco") satisfactory to us. Additionally, it is our
understanding that as a result of the transactions contemplated hereby Bobby F.
McKown, BHGIII, C.B. Meyers Jr., W. Bernard Lesser and George Harris will be
resigning as directors of the Company. Our decision to purchase would be
conditioned upon the Company's independent director committee approval of all
actions necessary to cause the appointment to the Company's Board of Directors
of five replacement directors acceptable to us including fulfilling all required
actions of the Company and all required filings under Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated
thereunder.
4. In consideration of the substantial time and effort heretofore
expended and to be expended following the execution of this Letter of Intent by
us in connection with consideration of the transactions contemplated hereby, for
25 business days from the date hereof, (i) BHG shall not, and shall use its best
efforts to cause the Company not to, directly or indirectly, solicit, initiate
or accept any offers for the purchase of, engage in any discussions relating to
or provide any information or otherwise facilitate any such offer, or sell or
transfer or agree to sell or transfer (whether by merger, consolidation or
otherwise) any shares of capital stock of the Company (including shares owned by
BHG), or options or warrants to purchase any such stock or any securities
convertible into or exchangeable for any such stock, or all or any substantial
portion of the assets and properties of the Company; (ii) BHG shall, and shall
use its best efforts to cause the Company to, terminate and not renew any
current discussions in which it is engaged with any party concerning the matters
described in clause (i) above, except, with respect to clauses (i) and (ii)
above, for those discussions and transactions contemplated by this Letter of
Intent; and (iii) BHG shall use its best efforts to cause the Company to conduct
its business only in the usual and ordinary course consistent with past practice
and use its best efforts to sustain and preserve in all material respects its
goodwill and business organization and all of its advantageous business
relationships with lenders, customers and suppliers and in particular to apply
all proceeds from the liquidation of inventories and receivables to service
payables or reduce debt; provided however, that nothing in this paragraph shall
prevent BHGIII from taking any action or refraining from taking any action which
based on advice of counsel he believes is prudent in order to comply with his
fiduciary duties as a director of the Company nor shall it be deemed to require
BHGI or BHGIII to use its best efforts to cause the Company's directors to take
any action which they believe based upon advice of counsel would not be prudent
in light of their
Page 18 of 23 Pages
<PAGE> 3
fiduciary duties to the Company's stockholders. Except as may be required by
applicable law, any public disclosure of this Letter of Intent or our
involvement in this transaction remains subject to our approval; provided that
you agree that you will provide to us advance notice of any legally required
press release and if possible allow us an opportunity to comment thereon before
any release thereof. Each party shall bear its own expenses in connection with
these transactions.
If within 25 business days from the date hereof any person or group
(other than Pasco Acquisition as contemplated by this Letter of Intent) makes
any proposal or offer (including, without limitation, any proposal or offer to
the Company's stockholders) with respect to a merger, consolidation or other
business combination including the Company or any of its subsidiaries or any
acquisition or similar transaction (including, without limitation, a tender or
exchange offer) involving the purchase of (i) all or any significant portion of
the assets of the Company and its subsidiaries taken as a whole, (ii) 20% or
more of the outstanding shares of Company common stock or (iii) 20% of the
outstanding shares of capital stock of any subsidiary of the Company and a
definitive agreement with respect to such an offer or proposal is executed and
closed within one year from the date hereof under circumstances where we were
proceeding reasonably and in good faith towards completing the transactions
contemplated hereby but were not able to do so because the Company's Board, in
the exercise of its fiduciary duties did not take actions necessary to satisfy
the conditions to exercise contained in paragraph 2 or 3 herein, then BHGI and
BHGIII shall pay to us and Pasco by wire transfer of same day funds within two
business days after execution and closing an amount equal to all documented
out-of-pocket expenses and fees incurred by us and Pasco in connection with this
Letter of Intent and the transactions contemplated hereby, provided that in no
event shall the amount of such reimbursable fees and expenses exceed $1,000,000
in the aggregate.
If the foregoing terms and conditions are acceptable to you, please so
indicate by signing both of the enclosed copies of this Letter of Intent where
indicated and returning one to us.
Very truly yours,
RESERVOIR CAPITAL GROUP, L.L.C.
By: /s/ Craig Huff
---------------------------------
Name: Craig Huff
Title: Managing Director
By: /s/ Gregg Zeitlin
---------------------------------
Name: Gregg Zeitlin
Title: Managing Director
Page 19 of 23 Pages
<PAGE> 4
Accepted and agreed as of the date set forth above:
BEN HILL GRIFFIN, INC.
By: /s/ Ben Hill Griffin, III
--------------------------------------
Name: Ben Hill Griffin, III
Title: Chairman of the Board
BEN HILL GRIFFIN, III
/s/ Ben Hill Griffin, III
- -----------------------------------------
Page 20 of 23 Pages
<PAGE> 1
EXHIBIT 2
PASCO ACQUISITION, INC.
C/O ENGLES URSO FOLLMER CAPITAL CORPORATION
3811 TURTLE CREEK BOULEVARD
SUITE 1300, L.B. 50
DALLAS, TEXAS 75219
(214) 526-9728
July 14, 1999
Ben Hill Griffin, III
Ben Hill Griffin, Inc.
c/o Rabobank International
1201 West Peachtree Street, Suite 3450
Atlanta, Georgia 30309
Attn: Ms. Molly Hume, Executive Director
Orange-co, Inc.
2020 US Highway 17 South
P.O. Box 2158
Barrow, Florida 33831-2158
Attn: Gene Mooney
Reservoir Capital Group, LLC
650 Madison Avenue, 20th Floor
New York, New York 10022
Attn: Craig Huff
Gentlemen:
We understand that Reservoir Capital Group, LLC ("Reservoir") has
submitted a proposal (the "Reservoir Letter of Intent") to acquire all of the
shares of common stock, par value $.50 per share (the "BHG Shares"), of
Orange-co, Inc., a Florida corporation (the "Company"), beneficially owned by
Ben Hill Griffin, Inc. ("BHGI") and Ben Hill Griffin III ("BHGIII"). This letter
sets forth our agreement in principle respecting the purchase by us through a
wholly-owned subsidiary (the "Purchaser") of certain assets of the Company if
Reservoir or its affiliates are successful in acquiring the Shares.
1. Assets to be Acquired. The Purchaser will acquire all of the assets
(the "Assets") of the Company used in the Company's citrus processing and
beverage and food servicing businesses (the "Businesses"). The Assets will
include, without limitation, inventory, receivables, property, plant, equipment,
contract rights, intangible assets and prepaid expenses used in the Businesses,
but will not include cash. If any Assets are used in the Businesses and the
Company's other businesses (the "Grove Business"), the
Page 21 of 23 Pages
<PAGE> 2
Company and the Purchaser shall reasonably agree to appropriate licensing,
transitional, sharing or other allocation in the Definitive Agreement (as
defined below).
2. Liabilities to be Assumed. The Purchaser will assume solely the
accounts payable and accrued current liabilities incurred in the ordinary course
of business of the Businesses and will not assume any long term liabilities of
the Company including the current portion thereof except for liabilities
relating to the Businesses, all of which will be assumed. If there are
liabilities that are not reasonably allocated to either the Businesses or the
Grove Businesses, the Company and the Purchaser shall agree to appropriate
allocation in the Definitive Agreement.
3. Purchase Price. The Purchase Price will be $17.925 million plus the
Net Working Capital of the Businesses at Closing. Net Working Capital of the
Businesses means the inventory and receivables of the Businesses purchased
pursuant to paragraph 1 less the accounts payable and accrued current
liabilities of the Businesses assumed pursuant to paragraph 2. In addition, we
shall also pay $4.75 million (the "Initial Fruit Purchase Payment") to Ben Hill
Griffin, Inc. or its affiliates ("BHGI") in connection with a fruit supply
agreement (the "Fruit Purchase Agreement") and $2.0 million (the "Consulting and
Non-Compete Payment") to BHG in consideration of BGHIII's and BHGI's agreement
to consult and not to compete with the Businesses for a period of five years
from closing.
4. Binding Nature; Conditions. Our proposal to complete the transaction
contemplated by this letter is subject to the execution of definitive agreements
including an Asset Purchase Agreement and a Management Agreement between the
Company and the Purchaser, a Fruit Purchase Agreement between the Purchaser and
BGHI, and a Consulting and Non Compete Agreement between BHGIII and the
Purchaser (the "Definitive Agreements") containing terms and provisions
appropriate and customary for transactions of this nature consistent with the
terms outlined above and mutually satisfactory to the respective parties
thereto, completion of the purchase of the BHG Shares and completion of our due
diligence review of the Businesses, the results of such review being
satisfactory to us. The Asset Purchase Agreement and the Management Agreement
will be executed on or simultaneous with the execution of the Fruit Purchase
Agreement and the Consulting and Non-Compete Agreement and payment of the
Initial Fruit Purchase Payment and the Consulting and Non-Compete Payments
specified in the related agreements but closing under the Asset Purchase
Agreement will not occur prior to the purchase by Reservoir of all of the
outstanding shares of the Company. The Management Agreement will terminate if
the Merger Agreement with Reservoir terminates. This letter is a non-binding
statement of our mutual intentions and is not intended to constitute a legally
binding agreement and may be terminated by any signatory hereto at any time by
written notice to each other signatory. Notwithstanding the foregoing, we will
be entitled to reimbursement of our out of pocket expenses on the terms and
subject to the limitations and conditions set forth in the Reservoir Letter of
Intent.
Page 22 of 23 Pages
<PAGE> 3
If the foregoing correctly sets forth our understanding with respect to
the subject matter hereof, please so indicate by executing and returning to the
undersigned the enclosed copy of this letter.
Very truly yours,
PASCO ACQUISITION, INC.
By: /s/ Todd W. Follmer
------------------------------------------
Name: Todd W. Follmer
Title: President
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
BEN HILL GRIFFIN III Reservoir Capital Group, LLC
/s/ Ben Hill Griffin III By: /s/ Craig Huff
- ---------------------------------- ------------------------------
Name: Craig Huff
Title: Managing Director
BEN HILL GRIFFIN, INC. By: /s/ Gregg Zeitlin
- ---------------------------------- ------------------------------
Name: Gregg Zeitlin
Title: Managing Director
By: /s/ Ben Hill Griffin III
-------------------------------
ORANGE-CO., INC.
By: /s/ Gene Mooney
-------------------------------
Page 23 of 23 Pages
