<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1)*
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)
OCTOBER 16, 1998
(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 13 Pages
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* 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 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. 1)
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CUSIP NO. 684177108 PAGE 2 OF 13
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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*
OO
- --------------------------------------------------------------------------------
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
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,405,660
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,405,660
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,405,660
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.43%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
(AMENDMENT NO. 1)
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CUSIP NO. 684177108 PAGE 3 OF 13
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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
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
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
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7 SOLE VOTING POWER
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,105,160
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,105,160
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,105,160
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.52%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
(AMENDMENT NO. 1)
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CUSIP NO. 684177108 PAGE 4 OF 13
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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*
OO
- --------------------------------------------------------------------------------
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
5,105,160
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,105,160
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,105,160
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.52%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 684177108 Page 5 of 13
INTRODUCTION
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is intended
to amend and supplement certain information set forth in the Schedule 13Ds dated
November 5, 1997 and June 5, 1992 (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. 1, 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. 1 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. 1 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. 1 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. 1)
CUSIP No. 684177108 Page 6 of 13
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 Antonio's
<PAGE> 7
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 684177108 Page 7 of 13
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. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 1 relates specifically to GFLP's October 16, 1998
purchase of an aggregate of 177,000 Shares of the Company for an aggregate
purchase price of $ 1,194,750 (not including customary brokerage commissions and
related expenses paid by GFLP in connection with these transactions) on the New
York Stock Exchange. This purchase, when aggregated with Mr. Griffin's
previously beneficially owned Shares as reflected in the Initial Filings, along
with other non-material purchases of 12,800 Shares on August 27, 1998, 3,700
Shares on August 28, 1998, 5,500 Shares on October 15, 1998, 1,500 Shares on
October 20, 1998, 7,000 Shares on October 21, 1998, and 4,000 Shares on October
28, 1998, gave Mr. Griffin beneficial ownership of an aggregate
<PAGE> 8
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 684177108 Page 8 of 13
of 5,405,660 Shares 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). The 177,000 Shares acquired by GFLP on October 16,
1998, represent approximately 1.71% of the outstanding Shares, thus triggering
this reporting requirement. GFLP used its capital to make these purchases and
every other Share purchase.
ITEM 4. PURPOSE OF TRANSACTION
At the time of the transaction, GFLP purchased its Shares strictly for
the purpose of equity security investment. However, 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. BHGI and Ben Hill Griffin III are actively
trying to effectuate that transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b)
Ben Hill Griffin III beneficially owns 5,405,660 Shares of the Common
Stock of the Company. 5,105,160 of such Shares are directly owned by BHG
Investments, in which Mr. Griffin has an indirect controlling interest (Mr.
Griffin has shared voting and shared investment power with respect to such
shares). 300,500 of such Shares are directly owned by GFLP, in which Mr. Griffin
is a Class A partner and in which Mr. Griffin owns a controlling interest (Mr.
Griffin has shared voting and shared investment power with respect to such
Shares). BHG Investments directly owns 5,105,160 Shares of the Common Stock of
the Company and has sole voting and sole investment power with respect to all
such Shares.
BHG Investments directly owns 5,105,160 Shares of the Common Stock of
the Company and has sole voting and sole investment power with respect to all
such Shares.
BHGI, as the holder of all of the issued and outstanding stock of BHG
Investments, beneficially owns all 5,105,160 Shares of the Common Stock of the
Company directly held by BHG Investments. BHGI has shared voting and shared
investment power with respect to such Shares.
<PAGE> 9
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 684177108 Page 9 of 13
(c) GFLP has, since the dates of the Initial Filings, effected the
following Share purchases:
<TABLE>
<CAPTION>
DATE SHARES PURCHASED PRICE PER SHARE
---- ---------------- ---------------
<S> <C> <C>
August 27, 1998 12,800 $5.000
August 28, 1998 3,700 $5.0625
October 15, 1998 5,500 $6.330
October 16, 1998 177,000 $6.750
October 20, 1998 1,500 $7.125
October 21, 1998 7,000 $7.720
October 28, 1998 4,000 $7.00
</TABLE>
These purchases, accomplished via New York Stock Exchange trades, were effected
strictly as security investments. The prices per share set forth above do not
include customary brokerage commissions paid by GFLP in connection with these
transactions. As a result of these purchases, Mr. Griffin is the beneficial
owner of the Shares referenced in (a) above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Ben Hill Griffin III is a Class A partner in, and owns a controlling
interest in, GFLP. Consequently, Mr. Griffin is the beneficial owner of the
300,500 Shares of the Common Stock of the Company that are owned directly by the
GFLP, and Mr. Griffin has shared voting and shared investment power with respect
to all such Shares.
<PAGE> 10
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 684177108 Page 10 of 13
Mr. Griffin is the Chairman of the Board and President of BHG
Investments. He is also Chairman, President, and Chief Executive Officer of (i)
BHGI, which is wholly owned by B.H.G., Inc., a Florida corporation, and (ii)
B.H.G., Inc., in which a controlling interest is held by an irrevocable family
trust of which Mr. Griffin is sole trustee. As a result of these relationships,
Mr. Griffin beneficially owns the 5,105,160 Shares of the Company which are
directly owned by BHG Investments, and Mr. Griffin has shared voting and shared
investment power with respect to all such Shares.
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> 11
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 684177108 Page 11 of 13
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.
/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
Date: September 8, 1999
<PAGE> 12
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 684177108 Page 12 of 13
EXHIBIT INDEX
EXHIBIT PAGE
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1. Joint Filing Agreement 13
<PAGE> 13
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 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
