| Ocean Spray BOD proxy fight continues to heat up 2/12/00 A second letter from a group calling itself the "Massachusetts Shareholders Group"(1: read entire letter here), which Stressline has learned was sent prior to the receipt of the letter supporting the alternate slate (2: click here), has been received by Ocean Spray grower-owners. The letter urges support of the Board endorsed proxy with candidates who were nominated in regional elections. The letter is signed by Thomas A. Gelsthorpe, who won nomination for the 25 member board but lost in his bid to be seated on the downsized board; David Ross; Peter Stearns, who is Chair of the Massachusetts Ocean Spray Advisory Board; Ron Drolett; and Ed Gelsthorpe, who is Tom's father and a former CEO of Ocean Spray. The letter states: "this 'alternate' proxy is an attempt by a renegade faction of growers and ex-Directors to override the policy of having each area elect its own Directors and instead select a slate nationally -- in this case, with several recent losers re-inserted in the ballot. Incumbent Directors defeated in local elections but re-inserted in the two "alternate" slates include the Chairman, the Vice-Chairman, the Chairmen of the Steering Committee and Audit Committee and the Co-Chairman of the Search Committee. Local growers rejected their current leaders for obvious reasons. These defeated Directors who reappear as the "alternate" substitutions are all long-term Directors who were well-known by their constituents and were rejected by those constituents as a result of Ocean Spray's decline." The alternate candidates, all of whom lost in their renomination bids for the reduced size board, are: Don Hatton, Chairman of the Board; Ben Gilmore, Vice-chairman of the board; and Douglas Beaton, Chairman of the Audit Committee. Ben Gilmore is the brother of Kirby Gilmore and Doug Beaton is the brother of Peter Beaton. Kirby and Peter are among the twelve who signed the letter promoting the alternative slate. The additional alternate candidates for the 25 member board are Jeff Kapell, who is Chairman of the Steering Committee, and Gary Garretson who co-chaired the Search Committee. The letter goes on to say:
In essence, the Massachusetts Shareholder Group is suggesting that by overturning the regional nominations, growers from Wisconsin and New Jersey could, if successful, place their candidates on the Board in place of candidates chosen by grower-owners in Oregon-Washington and in Massachusetts. While the 12 signers of the letter urging support of the alternate slate wrote "we are working to insure that each area receives an equitable share of director positions," in fact they are urging that voters outside growing areas overturn regional choices. Already opinions among grower-owners are polarized, and behind the scenes emotional debates and angry confrontations are becoming commonplace. There is a developing rift between growers who have known each other and often been friends for years. With loyalty and integrity being questioned, personal reputations have been impugned. The specter of defeated candidates for the board nominations allowing themselves to be placed on an alternate proxy is also addressed:
The writers close with optimism, suggesting that overturning the alternate slate in the national board election to be held at the Annual Meeting in San Antonio on Feb. 23, 1999, can heal the already inflicted wounds:
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