<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _____)/1/
Odwalla, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
676111 10 7
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(CUSIP Number)
Ann Marie Viglione, Controller
Two Copley Place, 7th Flr.
Boston, Massachusetts 02116
(617) 572-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 2000
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(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 22 Pages)
_______________________________
/1/ 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 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>
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CUSIP NO. 676111 10 7 Page 2 of 22 Pages
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13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bain Capital Fund VI, L.P.
EIN No.: 04-3405560
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,612,122 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,612,122 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,122 shares
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
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14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP NO. 676111 10 7 Page 3 of 22 Pages
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13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Associates II
EIN No.: 04-3404818
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) or 2(e)
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,612,122 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,612,122 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,122 shares
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP NO. 676111 10 7 Page 4 of 22 Pages
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13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Associates II-B
EIN No.: 04-3404819
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,612,122 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,612,122 shares
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,122 shares
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
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14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP NO. 676111 10 7 Page 5 of 22 pages
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13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Associates II-C
EIN No.: 04-3424217
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) or 2(e)
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,612,122 shares
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,612,122 shares
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,122 shares
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP NO. 676111 10 7 Page 6 of 22 pages
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13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Trust Associates II
EIN No.: 04-3400371
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,612,122 shares
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,612,122 shares
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,122 shares
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7 %
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14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP NO. 676111 10 7 Page 7 of 22 pages
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13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Trust Associates II-B
EIN No.: 04-3400372
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) or 2(e)
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,612,122 shares
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,612,122 shares
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,122 shares
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7 %
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
---------------------- SCHEDULE 13D ----------------------
CUSIP NO. 676111 10 7 Page 8 of 22 pages
---------------------- ----------------------
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1. NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PEP Investments PTY Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Australia
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 3,612,122 shares
OWNED BY -----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH 3,612,122 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,122 shares
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
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14. TYPE OF REPORTING PERSON*
00 - Australia Company limited by shares
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<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D (the
"Statement") relates is the Common Shares, no par value per share (the "Common
--------- ------
Stock") of Odwalla, Inc., a California corporation (the "Company").
----- -------
The principal executive offices of the Company are located at 120 Stone
Pine Road, Half Moon Bay, California 94019.
Information given in response to each item shall be deemed incorporated by
reference in all other items.
Item 2. Identity and Background.
(a) This Statement is being filed jointly by the following (each a
"Reporting Person" and collectively, the "Reporting Persons"): (1) Bain Capital
Fund VI, L.P., a Delaware limited partnership ("Fund VI"), (2) BCIP Associates
-------
II, a Delaware general partnership ("BCIP II"), (3) BCIP Associates II-B, a
-------
Delaware general partnership ("BCIP II-B"), (4) BCIP Associates II-C, a Delaware
---------
general partnership ("BCIP II-C"), (5) BCIP Trust Associates II, a Delaware
---------
general partnership ("BCIP Trust II"), (6) BCIP Trust Associates II-B, a
-------------
Delaware general partnership ("BCIP Trust II-B" and together with BCIP II, BCIP
---------------
II-B, BCIP II-C, and BCIP Trust II, the "BCIP Entities"), and (7) PEP
-------------
Investments PTY Ltd., an Australian company limited by shares organized under
the laws of New South Wales ("PEP").
---
Bain Capital Partners VI, L.P., a Delaware limited partnership ("Bain
----
Partners VI") is the sole general partner of Fund VI. Bain Capital Investors
-----------
VI, Inc., a Delaware corporation ("Bain Investors VI"), is the sole general
-----------------
partner of Bain Partners VI. Mr. W. Mitt Romney is the sole shareholder, sole
director, Chief Executive Officer and President of Bain Investors VI and thus is
the controlling person of Bain Investors VI. The executive officers of Bain
Investors VI are set forth on Schedule A hereto.
Bain Capital, Inc., a Delaware corporation ("Bain Capital"), is the sole
------------
managing partner of the BCIP entities. Mr. W. Mitt Romney is the sole
shareholder, sole director, Chief Executive Officer and President of Bain
Capital and thus is the controlling person of Bain Capital. The executive
officers of Bain Capital are set forth on Schedule B hereto.
By an Irrevocable Power of Attorney, dated August 17, 1998, previously
filed with the Commission via EDGAR, PEP has appointed Bain Capital and each of
its officers its attorneys-in-fact, with full power and authority to act, with
respect to certain matters, including the right to vote and dispose of
securities owned by PEP.
9 of 22
<PAGE>
The Reporting Persons have entered into a Joint Filing Agreement, dated
July 13, 2000, a copy of which is filed with this Schedule 13D as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934 (the "Act").
---
Under Fund VI's partnership agreement, Fund VI and the BCIP Entities are
generally required to make and dispose of securities of an issuer on the same
terms and conditions and dispose of securities in the same proportions. PEP
also makes and disposes of securities of an issuer in the same proportions as
the Fund VI and BCIP Entities. Because of these relationships, Fund VI, the
BCIP Entities and PEP may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act.
(b) The principal business address of each of Fund VI, Bain Partners VI,
Bain Investors VI, the BCIP Entities and Bain Capital is Two Copley Place,
Boston, Massachusetts 02116.
The principal business address of PEP is Level 34 The Chifley Tower, 2
Chifley Square, Sydney, New South Wales, Australia.
The principal business address of W. Mitt Romney and each of the executive
officers of Bain Investors VI and Bain Capital are set forth on Schedules A and
B respectively.
(c) The principal business of Fund VI is that of an investment limited
partnership. The principal business of Bain Partners VI is that of general
partner of Fund VI. The principal business of Bain Investors VI is that of
general partner of Bain Partners VI and ultimate general partner of Fund VI.
The principal occupation of Mr. W. Mitt Romney and each of the executive
officers of Bain Investors VI is set forth on Schedule A hereto.
The principal business of the BCIP Entities is that of investment general
partnerships. The principal business of Bain Capital is that of a management
company and managing partner of the BCIP Entities.
The principal business of PEP is that of an Australian investment company
limited by shares.
(d) None of the Reporting Persons, Bain Partners VI, Bain Investors VI or
its executive officers, W. Mitt Romney, or Bain Capital or its executive
officers, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, Bain Partners VI, Bain Investors VI or
its executive officers, W. Mitt Romney, or Bain Capital or its executive
officers,
10 of 22
<PAGE>
has, during the last five years, been 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.
(f) Each of Fund VI, Bain Partners VI, Bain Investors VI, the BCIP
Entities, and Bain Capital is organized under the laws of the State of Delaware.
Mr. W. Mitt Romney and each of the executive officers of Bain Investors VI, and
the executive officers of Bain Capital is a citizen of the United States.
PEP is organized under the laws of New South Wales, Australia.
Item 3. Source and Amount of Funds or Other Consideration.
The securities that are the subject of this filing were acquired by the
Reporting Persons through their membership interest in Samantha Investors, LLC,
a Delaware limited liability company ("Samantha Investors") formed in connection
with the merger of Fresh Samantha, Inc. ("Fresh Samantha") with and into a
wholly-owned subsidiary of the Company (the "Merger"). Immediately prior to the
Merger, all shareholders of Fresh Samantha, including the Reporting Persons,
contributed their shares to Samantha Investors and received membership interests
in Samantha Investors in proportion to their shares of the Company. Upon
completion of the Merger, Samantha Investors received 3,612,122 common shares of
the Company. The Reporting Persons did not borrow any funds to effectuate the
transaction whereby the Reporting Persons received the securities which are the
subject of this filing on Schedule 13D.
Item 4. Purpose of Transaction.
The shares of Common Stock covered by this Statement are being held for
investment purposes. The Reporting Persons may assess the market for the
purchase and sale of the Common Stock, as well as the Company's financial
position and operations. Depending upon a continuing assessment and upon future
developments and contingent upon restrictions contained in various agreements to
which Samantha Investors and the Company are parties, the Reporting Persons may
determine, from time to time or at any time, to acquire or to sell or otherwise
dispose of some or all of the Common Stock. In making any such determination,
the Reporting Persons will consider their goals and objectives, other business
opportunities available to them, as well as general economic and stock market
conditions.
Pursuant to the Shareholders' Rights Agreement, dated as of May 2,
2000 (the "Shareholders' Rights Agreement"), entered into by certain principal
shareholders and management of the Company (collectively, the "Shareholders"),
the Reporting Persons
11 of 22
<PAGE>
have a contractual right to elect two nominees to the Board of Directors and
intend to participate in management of the Company. For a more detailed
description of the above arrangements, see Item 6 below.
Other than as stated herein, the Reporting Persons do not have any plans or
proposals which relate to or would result in any of the following:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries
(other than the merger of Fresh Samantha with and into a wholly-owned subsidiary
of the Company as a result of which the Reporting Persons acquired the shares
which are the subject of this filing on Schedule 13D);
(b) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(c) any material change in the present capitalization or dividend policy
of the Company;
(d) any other material change in the Company's business or corporate
structure;
(e) changes in the Company's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(f) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(g) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(h) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Company.
(a) and (b) By virtue of the relationships described herein, the Reporting
Persons may be deemed to constitute a "group" within the meaning of Rule 13d-
5(b) under the Exchange Act. As a member of a group, each Reporting Person may
be deemed to share voting and dispositive power with respect to, and therefore
beneficially own, the shares beneficially owned by members of the group as a
whole. Consequently, the Reporting Persons may be deemed to beneficially own
3,612,122 or 32.7% of the Company's outstanding Common Stock based on 11,063,791
shares outstanding as stated in the Company's Current Report on Form 8-K, dated
May 2, 2000, filed with the Commission on May 12, 2000.
12 of 22
<PAGE>
Bain Partners VI, as the sole general partner of Fund VI, may be deemed to
share voting and dispositive power with respect to the 3,612,122 shares which
may be deemed to be held by Fund VI by virtue of its membership in Samantha
Investors. The filing of this statement by Bain Partners VI shall not be
construed as an admission that Bain Partners VI is, for the purpose of Section
13(d) of the Exchange Act, the beneficial owner of such shares held by Fund VI.
Bain Investors VI, as the sole general partner of Bain Partners VI and the
ultimate general partner of Fund VI, may be deemed to share voting and
dispositive with respect to the 3,612,122 shares which may be deemed to be held
by Fund VI by virtue of its membership in Samantha Investors. The filing of this
statement by Bain Investors VI shall not be construed as an admission that Bain
Investors VI is, for the purpose of Section 13(d) of the Exchange Act, the
beneficial owner of such shares held by Fund VI.
Bain Capital, as managing partner of the BCIP Entities and as attorney-in-
fact for PEP, may be deemed to share voting and dispositive power with respect
to the 3,612,122 shares which may be deemed to be held by the BCIP Entities and
PEP by virtue of their membership in Samantha Investors. The filing of this
statement by Bain Capital shall not be construed as an admission that Bain
Capital is, for the purpose of Section 13(d) of the Exchange Act, the beneficial
owner of such shares held by the BCIP Entities and PEP.
Mr. W. Mitt Romney, in his capacity as sole shareholder of Bain Investors
VI and Bain Capital, may be deemed to share voting and dispositive power with
respect to the 3,612,122 shares held by the Reporting Persons by virtue of their
membership in Samantha Investors. The filing of this statement by Mr. W. Mitt
Romney shall not be construed as an admission that he is, for the purpose of
Section 13(d) of the Exchange Act, the beneficial owner of such shares held by
the Reporting Persons.
(c) On May 2, 2000, Samantha Investors received 3,612,122 shares of
Odwalla Common Stock as consideration of the merger of Fresh Samantha with and
into a wholly-owned subsidiary of Odwalla. On May 2, 2000, the shares of
Odwalla stock were worth approximately $23,478,800. Although the Reporting
Persons are not the only members of Samantha Investors, they have the sole right
to dispose of the shares of Odwalla and can control the vote of the shares of
Odwalla held by Samantha Investors.
(d) Depending on the value of the Odwalla securities at the time the
Reporting Persons should decide to sell them, persons other than the Reporting
Persons may have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of such shares of Common Stock but
in no event will such interest relate to 50% or more of the class.
(e) Not applicable.
13 of 22
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
The Reporting Persons are parties to the following contracts, agreements
and understandings with respect to securities of the Company:
(i) Limited Liability Company Agreement. Pursuant to the Limited Liability
Company Agreement of Samantha Investors, dated as of February 2, 2000 by and
among the Reporting Persons, RGIP, LLC, JIP Enterprises, Inc., Robert Carter,
Julie Carter, Michael D. Carter, Douglas K. Levin, Martha Carter and Abby
Carter, the Reporting Persons currently have the ability to control the
disposition of shares of Odwalla held by Samantha Investors. If the trading
price of Odwalla shares exceeds $6.50 for 95% of the trading days in the nine
months preceding any day after August 2, 2001, then the other members of
Samantha Investors will become entitled to cause the dissolution of Samantha
Investors and receive a portion of the 3,612,122 Odwalla shares currently held
by Samantha Investors.
(ii) Shareholders' Rights Agreement. The Shareholders' Rights Agreement
grants the parties to the agreement rights to register their shares of Common
Stock, co-sale rights in the event another party sells its shares of Common
Stock, a standstill agreement with respect to the purchase of additional shares
of Common Stock and transfer restrictions with respect to shares of Common Stock
under certain cases for one year from the date of the Shareholders' Rights
Agreement, and a voting agreement to elect members of the Board of Directors of
the Company. The Shareholders' Rights Agreement also grants the Company a right
of first offer with respect to shares of Common Stock held by Samantha
Investors.
(a) Registration Rights. The parties to the Shareholders' Rights
Agreement may request that the Company effect the registration of their shares
of Common Stock of the Company on a Form S-3 registration statement, provided
that the gross proceeds of the offering to which the request applies are
expected to be at least $1,000,000. If the Company is not eligible to use a Form
S-3 registration statement, then the Shareholders may request that it use a Form
S-1 or S-2 registration statement, provided that the gross proceeds of the
offering to which the request applies are expected to be at least $5,000,000.
Promptly after receipt of the notice, the Company is obligated to give written
notice of the requested registration to all other shareholders who have
registration rights with respect to their shares. The Company will then use its
commercially reasonable best efforts to expeditiously effect the registration
under the Securities Act of 1933 of the subject shares of Common Stock of the
Company. The right of the Shareholders to request registration of their shares
of Common Stock under the Shareholders' Rights Agreement is subject to
limitations, including that the
14 of 22
<PAGE>
Company is not obligated to effectuate more than two registrations on a Form S-1
or S-2 registration statement or any registration more than twice in a single
year, or if the Chairman of the Board or the Chief Executive Officer of the
Company delivers a certificate to the shareholders stating that in the good
faith judgment of the Board it would be seriously detrimental to the Company and
its shareholders for the registration to be effected at that time, in which case
the Company may defer the filing of the registration statement for a period of
not more than 90 days.
The parties to the Shareholders' Rights Agreement also have "piggy back"
rights in the event the Company elects to file a registration statement for its
own account or for the account of any of its shareholders (unless the
registration is in relation to employee compensation plans or transactions
contemplated by Rule 145 of the Securities Act of 1933, as amended). In the
event the Company decides to file this type of registration statement, it must
notify the parties to the Shareholders' Rights Agreement 30 days prior to the
projected filing date and offer the recipients of the notice the opportunity to
include their respective shares in the registration. Those Shareholders wishing
to include their shares of Common Stock of the Company in the registration must
respond within 20 days.
The registration rights of the Shareholders described above are subject
to conditions and limitations, among them the right of the underwriters of an
offering to limit the number of shares included in the registration. The
registration rights terminate, with respect to a given Shareholder, as of the
date when all shares of common stock held by the Shareholder may be sold
pursuant to Rule 144 under the Securities Act of 1933 during any 90 day period.
(b) Right of First Offer. Upon execution of the Shareholders' Rights
Agreement, the Company shall have a right of first offer with respect to
transfers of stock held by Samantha Investors, Catterton-Simon Partners III,
L.P. ("CSP"), U.S. Equity Partners, L.P. ("USEP"), U.S. Equity Partners
(Offshore),L.P. ("USEP Offshore"), and BancBoston Investments, Inc., a
Massachusetts corporation ("BancBoston", and, collectively with USEP and USEP
Offshore, "WP"). If any of Samantha Investors, CSP or WP wish to transfer all or
a portion of their shares of Common Stock of the Company, they must give the
Company and the other two of Samantha Investors, CSP, and WP a notice setting
forth the price and number of shares. If the Company does not purchase the
shares at the price offered within 45 days of the notice, then, subject to the
co-sale rights described below, the party desiring to transfer its shares has
120 days from the expiration of the prior 45 day period to transfer its shares
at a price not less than the price specified in the notice.
The Company's right of first offer is limited and does not apply to all
proposed transfers, including those to affiliates, family members and domestic
partners of Shareholders, transfers pursuant to a registration statement or
through a broker and transfers that do not exceed 5% of the fully diluted Common
Stock of the Company. The right of first offer terminates upon a change in
control of the Company or a sale of all or substantially all of the Company's
assets.
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(c) Co-Sale Rights. In the event the Company does not purchase
the shares described in the paragraphs above, then Samantha Investors, CSP, and
WP shall have the right to include a portion of the shares they own in the
proposed transfer. If the proposed transferee does not wish to purchase all of
the shares offered by the original transferor and those exercising co-sale
rights, then the number of shares of all parties desiring to transfer their
shares shall be reduced proportionately. The co-sale rights in favor of Samantha
Investors, CSP, and WP are limited by, and terminate upon, the same
circumstances as the right of first offer.
(d) Voting Agreement. All of the parties to the Shareholders'
Rights Agreement agree, subject to some limitations, to vote their shares of
Common Stock of the Company to set the size of the board of directors of the
Company and elect nominees to the board designated by specific major
shareholders.
(e) Standstill. Samantha Investors, CSP, and WP also agree not
to increase their ownership percentage in the Company (other than as a result of
the purchase of debt securities or as a result of the purchase of up to 5% of
any class of any publicly-traded equity securities of the Company, Samantha
Investors, CSP, or WP, as the case may be), to solicit votes of the Company
shareholders against any matter recommended by the board of directors of the
Company, or make an unsolicited offer to acquire the Company. These limitations
on ownership are suspended if there is an acquisition proposal regarding the
Company that is not instituted by Samantha Investors, CSP or WP a public
announcement that the Company is "for sale," or the adoption of a plan of
liquidation or dissolution by the Company's board of directors.
(f) Lockup. Subject to the same permitted transfers under the
right of first offer and co-sale right, each of the parties thereto agree not to
transfer any shares of the Common Stock of the Company for a period of one year.
By virtue of the Shareholders' Rights Agreement, the parties thereto may be
deemed a group.
(iii) Letter Agreement. Pursuant to the Letter Agreement, dated May 1,
2000, entered into by Fund VI, the Company and CSP (the "Letter Agreement"),
Fund VI grants CSP the right to approve the Reporting Persons' independent
director designee to the Board of Directors of the Company, if any such director
is to be so designated by the Reporting Persons, as a condition to the Reporting
Persons nominating such designee to the Board of Directors of the Company
pursuant to the Shareholders' Rights Agreement, for so long as CSP holds at
least 5% of the issued and outstanding Common Stock of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement dated July 13, 2000 by and between the
Reporting Persons
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2. Limited Liability Company Agreement of Samantha Investors, LLC, dated
as of February 2, 2000
3. Agreement and Plan of Merger dated February 2, 2000 between Odwalla,
Inc., Fresh Samantha, Inc., and Orange Acquisition Sub, Inc. (Incorporated by
reference to Exhibit 10.8 of the Company's Current Report on Form 8-K dated May
2, 2000, filed with the Commission on May 12, 2000)
4. Shareholders Rights Agreement, dated May 2, 2000, among the Odwalla,
Inc., Samantha Investors, LLC, and other persons named therein (Incorporated by
reference to Exhibit 10.5 to the Company's Current Report on Form dated May 2,
2000, filed with the Commission on May 12, 2000)
5. Letter Agreement, dated May 1, 2000 from Bain Capital Fund VI, L.P. to
Odwalla, Inc. and Catterton-Simon Partners III, L.P. (Incorporated by reference
to Exhibit 10.7 of the Company's Current Report on Form dated May 2, 2000, filed
with the Commission on May 12, 2000)
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: July 13, 2000
BAIN CAPITAL FUND VI, L.P.
By Bain Capital Partners VI, L.P., its general partner
By Bain Capital Investors VI Inc., its general partner
By /s/ Mark E. Nunnelly
-------------------------------
Mark E. Nunnelly
Managing Director
BCIP ASSOCIATES II
BCIP ASSOCIATES II-B
BCIP ASSOCIATES II-C
BCIP TRUST ASSOCIATES II
BCIP TRUST ASSOCIATES II-B
By Bain Capital, Inc., their Managing Partner
and
PEP INVESTMENTS PTY, LTD.
By Bain Capital, Inc., its attorney-in-fact
By /s/ Mark E. Nunnelly
---------------------------------
Mark E. Nunnelly
Managing Director
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SCHEDULE A
----------
EXECUTIVE OFFICERS OF
BAIN CAPITAL INVESTORS VI, INC..
Name/Title Business Address Principal Occupation
---------- ---------------- --------------------
W. Mitt Romney, Two Copley Place Managing Director of
Chief Executive Officer, Boston, MA 02116 Bain Capital, Inc.
President and Managing
Director
Joshua Bekenstein, Two Copley Place Managing Director of
Treasurer and Managing Boston, MA 02116 Bain Capital, Inc.
Director
Stephen Pagliuca, Two Copley Place Managing Director of
Secretary and Managing Boston, MA 02116 Bain Capital, Inc.
Director
Edward W. Conard, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Paul B. Edgerley, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Robert C. Gay, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Michael A. Krupka, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Jonathan Lavine, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Ronald P. Mika, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Mark E. Nunnelly, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Dwight M. Poler, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
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<PAGE>
Joseph P. Pretlow, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Robert F. White, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
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SCHEDULE B
----------
EXECUTIVE OFFICERS OF
BAIN CAPITAL, INC..
Name/Title Business Address Principal Occupation
---------- ---------------- --------------------
W. Mitt Romney, Two Copley Place Managing Director of
Chief Executive Officer, Boston, MA 02116 Bain Capital, Inc.
President and Managing
Director
Joshua Bekenstein, Two Copley Place Managing Director of
Treasurer and Managing Boston, MA 02116 Bain Capital, Inc.
Director
Stephen Pagliuca, Two Copley Place Managing Director of
Secretary and Managing Boston, MA 02116 Bain Capital, Inc.
Director
Roy Edgar Brakeman, III, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Edward W. Conard, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
John P. Connaughton, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Paul B. Edgerley, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Domenic J. Ferrante, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Robert C. Gay, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Michael A. Krupka, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc
Jonathan S. Lavine, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
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Ronald P. Mika, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Mark E. Nunnelly, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Dwight M. Poler, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Joseph P. Pretlow, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Robert F. White, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
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