Ocean Spray Proxy fight gets down and dirty: three nominees for BOD are targets of blatant innuendo

2/12/00 - A  letter dated Feb. 9th which is being mailed to grower-owners of the Ocean Spray cooperative (1), in advance of the Feb. 21-23 annual meeting, is accusing by implication, several area nominees of not being open-minded and loyal. The letter, signed by twelve grower-owners, implies, in bold type and capital letters, that these nominees do not have the "highest possible integrity" and that they have not "demonstrated a willingness to put the best interests of the co-op ahead of their personal agendas."   They go on to say that their candidates (and this suggests that the candidates who they want off the slate would not want this) are committed to evaluating and planning for the future. The dozen signers of the letter would have you believe that only their slate is "aligned with the best interest of the stockholders so the company can 'get back to business'. "

As reported previously on Stressline, if the downsized board is approved, the alternate slate will replace two of the three winners of the Massachusetts, Chip Morse and Don LeClair, nominations with two of the losers, Ben Gilmore (current board vice chairman) and Douglas Beaton. The only winner of the nomination from Massachusetts to be unchallenged is the board member from A.D. Makepeace, the largest cranberry company, Chris Makepeace. It will replace the winner of the Washington-Oregon nomination, Daryl Robison, with the loser, current board chairman Donald Hatton. (2)

While not a frontal attack like saying one's opponents are liars, writing in bold and capital letters that the alternate candidates Doug Beaton, Ben Gilmore and Don Hatton have the highest possible integrity, implies that Morse, LeClair and Robison do not have the highest possible integrity.

A confusing aspect of the letter states "we are working to insure that each area receives an equitable share of director positions." None of the nominees suggested otherwise. The reader is led to the supposition that Morse, LeClair and Robison want to deprive growing areas of the representation agreed upon in the original proxy. This has never been the case. Likewise, these three nominees have never come out against downsizing the board, yet the letter states, again in bold and capitals, "we are working to insure that the new board size is approved by at least two-thirds of the outstanding stock." Why are these two issues addressed as if only the alternate proxy candidates favors them?

The signers of the letter claim that "hundreds of stockholders have already offered their support and given us their proxies to represent their interests at the Annual Meeting." Unless the alternate proxy is withdrawn, there is a good chance that the will of the voters in Massachusetts and Washington-Oregon will be overturned by a vote of the shares of the entire cooperative.

If, as the letter suggest, the issue of integrity is important, why are these twelve signers resorting this low form of politics?  Instead of innuendo, state the reasons why it is important enough to overturn area nominations with a national vote in order to remove three duly elected nominees from the board.

HB

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