-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LA/5aCgux1ZDw7sM7CtcBsfAgQlirjZvrRwDTOBUwQZLarrbPcKdaDfnsiePxxFd SbQeReRFXGuKSpUd2SvY8g== 0000004507-99-000005.txt : 19990726 0000004507-99-000005.hdr.sgml : 19990726 ACCESSION NUMBER: 0000004507-99-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990715 ITEM INFORMATION: FILED AS OF DATE: 19990723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORANGE CO INC /FL/ CENTRAL INDEX KEY: 0000004507 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 590918547 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06442 FILM NUMBER: 99669249 BUSINESS ADDRESS: STREET 1: 2020 HWGY 17 S STREET 2: P O BOX 2158 CITY: BARTOW STATE: FL ZIP: 33830 BUSINESS PHONE: 8135330551 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN AGRONOMICS CORP DATE OF NAME CHANGE: 19870506 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH FLORIDA CITRUS INDUSTRIES INC DATE OF NAME CHANGE: 19690318 8-K 1 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 -------- ------ ---------- (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 - ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (941) 533-0551 Not Applicable - --------------------------------------------------------------- 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 EX-10 2 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 ________________________________ EX-10 3 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 EX-99 4 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. -----END PRIVACY-ENHANCED MESSAGE-----