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) July 14, 1999
ORANGE-CO, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 1-6442 59-0918547
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
2020 U.S. Highway 17 South, P.O. Box 2158, Bartow, Florida 33830
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (941) 533-0551
Not Applicable
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Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On July 14, 1999, Ben Hill Griffin, III and Ben Hill
Griffin, Inc. entered into a letter of intent with Reservoir
Capital Group, LLC ("Reservoir") to acquire the shares of Orange-
Co., Inc., a Florida corporation (the "Registrant") held by Ben
Hill Griffin, Inc. and Ben Hill Griffin, III (jointly, "BHG").
Subject to the terms of the letter of intent, Reservoir would
purchase the 5,405,160 shares, or 52.4%, of the outstanding
common stock of the Registrant held by BHG (the "Shares") for a
cash price of $7.00 per share. A copy of the letter of intent
with Reservoir is attached as Exhibit 10-34.
Also on July 14, 1999, Ben Hill Griffin, III and Ben Hill
Griffin, Inc. entered into a letter of intent with Pasco
Acquisition, Inc. to purchase the processing plant and food
service assets of the Registrant if Reservoir or its affiliates
complete the acquisition of the Shares. A copy of the letter of
intent with Pasco Acquisition, Inc. is attached as Exhibit 10-35.
On July 15, 1999, the Registrant issued a press release
regarding the foregoing, a copy of which is attached as Exhibit 99-5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.34 Letter of Intent from Reservoir Capital Group, LLC. to Ben Hill
Griffin, Inc. and Ben Hill Griffin, III, dated July 14, 1999.
10.35 Letter of Intent between Pasco Acquisition, Inc.,and Ben Hill
Griffin, Inc. and Ben Hill Griffin III, dated JUly 14, 1999.
99.5 Press Release by Orange-co, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be duly
signed on its behalf by the undersigned hereunto duly authorized,
on July 16, 1999.
Orange-co, Inc.
(Registrant)
By:/s/ Dale A. Bruwelheide
-----------------------
Vice President and
Chief Financial Officer
EXHIBIT 10-34
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 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 liability 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.
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 Lester
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 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 the 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
paragraphs 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, LLC
By______________________________
Name: Craig Huff
Title: Managing Director
By______________________________
Name: Gregg Zeitlin
Title: Managing Director
Accepted and agreed as of the date
set forth above:
BEN HILL GRIFFIN, INC.
By:_____________________________
Name: Ben Hill Griffin, III
Title: Chairman of the Board
BEN HILL GRIFFIN, III
________________________________
EXHIBIT 10-35
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
Bartow, 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 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 BHGIII'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 BHGI, 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.
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:
Name: Todd W. Follmer
Title: President
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
BEN HILL GRIFFIN III
__________________________________
BEN HILL GRIFFIN, INC.
By:_______________________________
ORANGE-CO, INC.
By:_______________________________
RESERVOIR CAPITAL GROUP, LLC
By:_______________________________
Name: Craig Huff
Title: Managing Director
By:_______________________________
Name: Craig Zeitlin
Title: Managing Director
EXHIBIT 99-5
ORANGE-CO, INC.
ANNOUNCES POTENTIAL CHANGE OF CONTROL
Bartow, Florida: July 15, 1999
Gene Mooney, President and Chief Operating Officer of Orange-co,
Inc. announced that Ben Hill Griffin, Inc. and Ben Hill Griffin
III have informed the Company's Board of Directors that they
intend to grant to Reservoir Capital Group, LLC, a private
investment partnership, an option pursuant to which Reservoir
will have the right for 25 business days to purchase their shares
in Orange-co., representing 52.4% of the shares outstanding, at a
purchase price of $7.00 per share. The option is subject to
satisfaction of various conditions including a requirement that
Reservoir agree to purchase all of the remaining shares of Orange-
co at $7.00 per share. In response to this information, the
Company's Board of Directors has formed a Special Committee of
independent directors (the "Special Committee") to review certain
proposed transactions involving the Company which must be
approved in order for the sale of shares to proceed. The option
would not be exercisable until and unless the following events
occur:
1. The Company and Reservoir must have entered into a merger
agreement on terms acceptable to Reservoir and the Special
Committee in which Reservoir commits to purchase all of the
remaining outstanding stock of the Company at a purchase price of
$7.00 per share.
2. The Company and Pasco Acquisition, Inc. ("Pasco"), which has
entered into a letter of intent to purchase the processing plant
and food service assets of the Company, must have agreed upon and
entered into an asset sale agreement, on terms acceptable to
Reservoir, the Special Committee and Pasco, committing the
Company to sell and Pasco to purchase the processing plant and
food service assets subject to the satisfaction of various
conditions. These conditions include Reservoir's purchase of the
BHG shares and all of the remaining shares of Orange-co for a
purchase price of $7.00 per share prior to the closing of the
plant and food service asset sale. Simultaneous with the
execution of the asset sale agreement, (i) a fruit purchase
agreement, between and on terms acceptable to Pasco and Ben Hill
Griffin, Inc., must be executed pursuant to which a long term
supply of fruit from Ben Hill Griffin, Inc. is guaranteed to
Pasco, (ii) a non-compete and consulting agreement, between and
on terms acceptable to Pasco and Ben Hill Griffin, III, must be
executed pursuant to which Mr. Griffin agrees to consult for
Pasco and not compete in the processing and food service business
for a period of five years, and, (iii) all required initial
payments estimated at $4,750,000 under the fruit purchase
agreement and $2,000,000 under the non-compete and consulting
agreement must be paid. The letter of intent with Pasco
contemplates the requirement for a fruit supply agreement with
Ben Hill Griffin, Inc. and non-compete and consulting agreements
with Ben Hill Griffin, III. Additionally, simultaneous with the
execution of the asset sale agreement, the Company and Pasco must
enter into a management agreement pursuant to which Pasco will
assume management of the processing plant and food service
business on terms to be agreed upon by Reservoir, the Special
Committee and Pasco. The management agreement will be effective
as of the date of the execution of the asset sale agreement
which, subject to approval by the Special Committee, must occur
on or about the same time as the sale of the BHG Shares to
Reservoir.
3. Reservoir and Pasco must have completed, to their
satisfaction, their due diligence investigation of the Company
and all other conditions to be satisfied prior to the exercise of
the option as set forth in the letters of intent must have been
satisfied or waived by the appropriate party, including the
requirement that the Special Committee approve any replacement of
the five directors expected to resign as a result of the sale of
the BHG shares with directors who are acceptable to Reservoir.
Mr. Mooney indicated that he expected the Special Committee to
begin its work immediately with the expectation that the
Committee would be ready with its recommendation during the 25-
business day option period.
Statements or estimates contained in this release which are not
historical facts are forward-looking statements subject to the
Safe Harbor created by the Private Securities Litigation Reform
Act of 1995. Examples of forward-looking statements are those
containing words such as "hope", "may", "will", "expect",
"believe", "anticipate", or "intend", or words of similar import.
We caution you that, as a result of a number of factors, actual
results could differ materially from those set forth in this
press release. All forward-looking statements included in the
press release or in any other press release of the company are
made as of the date of the release, and Orange-co, Inc. does not
undertake any obligation to update any such statements.
Additional detailed information concerning a number of these
factors is readily available in statements and reports that
Orange-co, Inc. has filed with the Securities and Exchange
Commission. Copies of these reports are available from Orange-
co, Inc.
