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Ben Hill Griffin Investments Inc, et al. · SC 13D · Orange Co Inc/FL · On 11/14/97

Filed On 11/14/97 · SEC File 5-06122 · Accession Number 950144-97-12335

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

11/14/97  Ben Hill Griffin Investments Inc  SC 13D                 2:11   Orange Co Inc/FL                  950144
          Ben Hill Griffin III
          Ben Hill Griffin Investments Inc

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Orange-Co, Inc. Schedule 13d                          10     46K 
 2: EX-99.1     Joint Filing Agreement                                 1      6K

SC 13D · Orange-Co, Inc. Schedule 13d
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) BHG Investments Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
5	Item 1. Security and Issuer
"	Item 2. Identity and Background
7	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
8	BHG Investments
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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.     )*
                 -----

 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) 

NOVEMBER 5, 1997
 (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 10 Pages

-------------------                                                             
       * The remainder of this cover page shall be filed 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).                                                                     

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SCHEDULE 13D

                                                        · Enlarge/Download Table
                                                                                                                             
CUSIP NO. 684177108                                                                                        PAGE 2 OF 10 PAGES
-----------------------------------------------------------------------------------------------------------------------------
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)/ /

-----------------------------------------------------------------------------------------------------------------------------
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                        5,193,660                                                                          
        OWNED BY                                                                                                             
          EACH              -------------------------------------------------------------------------------------------------
        REPORTING             9           SOLE DISPOSITIVE POWER                                                             
       PERSON WITH                                                                                                           

                            -------------------------------------------------------------------------------------------------
                              10          SHARED DISPOSITIVE POWER                                                           
                                          5,193,660                                                                          

-----------------------------------------------------------------------------------------------------------------------------
11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                  
               5,193,660                                                                                                     

-----------------------------------------------------------------------------------------------------------------------------
12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                     / /

-----------------------------------------------------------------------------------------------------------------------------
13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                            
               50.41%                                                                                                        

-----------------------------------------------------------------------------------------------------------------------------
14             TYPE OF REPORTING PERSON*                                                                                     
               IN                                                                                                            

-----------------------------------------------------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

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SCHEDULE 13D  

                                                        · Enlarge/Download Table
                                                                                                                             
CUSIP NO. 684177108                                                                                        PAGE 3 OF 10 PAGES
-----------------------------------------------------------------------------------------------------------------------------
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                                                                                                        

-----------------------------------------------------------------------------------------------------------------------------
                            7           SOLE VOTING POWER                                                                    

       NUMBER OF                                                                                                             
        SHARES            ---------------------------------------------------------------------------------------------------
     BENEFICIALLY           8           SHARED VOTING POWER                                                                  
       OWNED BY                         5,105,160                                                                            
         EACH                                                                                                                
       REPORTING          ---------------------------------------------------------------------------------------------------
      PERSON WITH           9           SOLE DISPOSITIVE POWER                                                               

                          ---------------------------------------------------------------------------------------------------
                            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)                                                             
              49.56%                                                                                                         

-----------------------------------------------------------------------------------------------------------------------------
14            TYPE OF REPORTING PERSON*                                                                                      
              CO                                                                                                             

-----------------------------------------------------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

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SCHEDULE 13D  

                                                        · Enlarge/Download Table
                                                                                                                             
CUSIP NO. 684177108                                                                                        PAGE 4 OF 10 PAGES
-----------------------------------------------------------------------------------------------------------------------------
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             ---------------------------------------------------------------------------------------------------
       REPORTING            9           SOLE DISPOSITIVE POWER                                                               
      PERSON WITH                       5,105,160                                                                            

                          ---------------------------------------------------------------------------------------------------
                            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)                                                             
              49.56%                                                                                                         

-----------------------------------------------------------------------------------------------------------------------------
14            TYPE OF REPORTING PERSON*                                                                                      
              CO                                                                                                             

-----------------------------------------------------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!   

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SCHEDULE 13D

CUSIP NO. 684177108                                           PAGE 5 OF 10 PAGES

INTRODUCTION

  This statement on Schedule 13D (the "Statement") constitutes the
initial filing by Ben Hill Griffin Investments, Inc., a Nevada corporation ("BHG
Investments"), with respect to the acquisition by BHG Investments of 5,105,160  
shares of the common stock, par value $.50 per share (the "Common Stock"), of   
Orange-co, Inc., a Florida corporation (the "Company"). This filing also        
constitutes an amendment to the Schedule 13D previously filed on June 5, 1992,  
by (i) Ben Hill Griffin, Inc. ("BHGI"), a Florida corporation which owns all of 
the issued and outstanding stock of BHG Investments, and (ii) Ben Hill Griffin  
III, an individual who has an indirect controlling interest in BHGI. On November
5, 1997, BHGI transferred to BHG Investments all 5,105,160 shares of the Common 
Stock of the Company owned by BHGI. The purpose of such transaction was to      
transfer all Common Stock of the Company held by BHGI to a holding company for  
investment management purposes. The transaction did not involve a change in the 
ultimate beneficial ownership of the transferred shares.                        

        In this Statement, 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 Statement 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 statement
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                                       

      This Statement is being filed by 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 Chairman of the Board, President, and Chief     
Executive Officer of BHGI, and President and Chairman of the Board of BHG       
Investments.                                                                    

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SCHEDULE 13D

CUSIP NO. 684177108                                           PAGE 6 OF 10 PAGES

    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 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 at BHGI.             

     Jefferson C. Barrow, Jr., who is a United States citizen, is a Vice
President of BHG Investments. Mr. Barrow's current principal occupation is      
acting as an administrative assistant to the President and Treasurer of BHGI.   
Mr. Barrow's business address is 700 South Scenic Highway, P.O. Box 127,        
Frostproof, Florida 33843.                                                      

       Tamara J. Christensen, who is a United States citizen and who has the
same business address as BHGI Investments, is Assistant Secretary and Assistant 
Treasurer of BHG Investments. Ms. Christensen's principal occupation is as an   
assistant officer manager for Bradshaw, Smith & Co., an accounting and business 
consulting firm which is located at the same address as BHG Investments.        

The following persons are officers and directors of BHGI:     

      Jefferson C. Barrow, Jr. is a United States citizen who has the same
business address as BHGI. Mr. Barrow's current principal occupation is acting as
Treasurer and Assistant Secretary of BHGI.                                      

     Ben Hill Griffin IV, who is a United States citizen and who has the
same business address as BHGI, is a director of BHGI. As noted above, Mr.       
Griffin's principal occupation is acting as Vice President of BHGI.             

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SCHEDULE 13D

CUSIP NO. 684177108                                          PAGE 7 OF 10 PAGES 

   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.                                                                        

        Donna H. Respress is a United States citizen who has the same business
address as BHGI. Ms. Respress is principally employed as 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             

    Because the transfer of Common Stock of the Company by BHGI to BHG
Investments constituted a transfer to a wholly owned subsidiary, no stock or    
other consideration was issued to BHGI in connection with such transaction.     

ITEM 4.           PURPOSE OF TRANSACTION                                        

        The purpose of the transaction was to transfer the Common Stock of the
Company held by BHGI to a holding company for investment management purposes.   
The transaction did not involve a change in the ultimate beneficial ownership of
the transferred shares.                                                         

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER                          

(a) - (b)                                                     

       Ben Hill Griffin III beneficially owns 5,193,660 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). 88,500 of such shares are directly owned by the Griffin Family Limited 
Partnership, in which Mr. Griffin is a Class A partner and in which Mr. Griffin 
owns a controlling interest (Mr. Griffin has shares 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.                                                                    

       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                                                        

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SCHEDULE 13D

CUSIP NO. 684177108                                           PAGE 8 OF 10 PAGES

BHG Investments. BHGI has shared voting and shared investment power with respect
to such shares.                                                                 

(c) Not applicable.                                           

(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 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 Common Stock 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.             

      Mr. Griffin is a Class A partner in, and owns a controlling interest
in, the Griffin Family Limited Partnership. Consequently, Mr. Griffin is the    
beneficial owner of the 88,500 shares of the Common Stock of the Company that   
are owned directly by the Griffin Family Limited Partnership, 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                               

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SCHEDULE 13D

CUSIP NO. 684177108                                           PAGE 9 OF 10 PAGES

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.                                                                        

                              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

Date: November 12, 1997                                                         

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SCHEDULE 13D

CUSIP NO. 684177108                                          PAGE 10 OF 10 PAGES

 EXHIBIT INDEX

1.  Joint Filing Agreement

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	6/5/92	5
	11/5/97	1	5
	11/12/97	9
Filed On / Filed As Of	11/14/97			SC 13D
	11/19/97

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Ben Hill Griffin Investments Inc, et al. · SC 13D · Orange Co Inc/FL · On 11/14/97

Filed On 11/14/97 · SEC File 5-06122 · Accession Number 950144-97-12335

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

SC 13D · Orange-Co, Inc. Schedule 13dDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

SC 13D · Orange-Co, Inc. Schedule 13d
Document Table of Contents