Cranberry Stressline

Dates: Sept 15-21, 1999

  • According to Makepeace survey, 57% think merger makes sense

  • Certificate of Incorporation could to be amended to lower percent of shares needed for approval

  • Northland Cranberries, Inc. Reports Record Revenues and Net Operating Income for Fiscal 1999; Announces Quarterly Cash Dividend

  • Co-ops: Blue Diamond - a co-op that works

  • "The truth at last from Don Hatton"

  • Letters: ...from David B. Mann and Paul Jonjak

  • Surplus puts squeeze on region's cranberry industry: Interviews with Jack Angley, Carol Heinz, Jeff Lafleur and others in the boston Globe and How boards deal with lazy directors.
  • Ocean Spray launches new marketing campaign

  • Potential suitors: Eye on Quaker Oats

  • Ocean Spray web site has new look

  • Swendrowski predicts "phenomenal" harvest

  • Photo Essay - End of a twelve hour day

  • Ocean Spray Narrows CEO Search; Half Dozen Candidates Remain in the Running

  • Ocean Spray: Directors to "make more clear to growers structurally where they want to go" after Nov. board meeting

  • Massachusetts' legislators tour cranberry country from the Patriot Ledger


    According to Makepeace survey, 57% think merger makes sense

    10/21/99 In a letter dated October 15, 1999,   A.D. Makepeace Company, the largest single Ocean Spray grower, revealed preliminary results of their phone and mail survey of Ocean Spray growers as to opinions about the possibility of the cooperative being acquired in a strategic merger. Some survey forums are still being received by mail.

    The results show that 57% of the grower/owner contracts counted agree that a strategic merger makes sense, while 7% disagree. The remainder, 36% of respondents, are either neutral or not sure. Ninety percent of the grower/owners requested more information.


    Certificate of Incorporation could to be amended to lower percent of shares needed for approval

    According to the Ocean Spray Certificate of Incorporation, as amended February 7, 1996, three- quarters of the shares of stock must vote approval of any merger:

    Paragraph Eighth, section (7):

    The corporation shall not be liquidated or become a party to any merger, consolidation or reorganization, except in case upon the affirmative vote of three-fourths of the shares of stock entitled to vote thereon. The terms and conditions upon which a sale or exchange of all the property and assets, including the good will and corporate franchises of the Corporation is voted, may include payment therefor in whole or in part in property consisting of shares, notes, bonds or other certificates of interest in or indebtedness of any corporation, joint stock company, trust firm or association.

    Section Tenth (relevant portion below) allows the Corporation, on two-thirds vote of shares of stock to amend, change or repeal any provisions in the Certificate of Incorporation. Thus, the shareholders are empowered to vote first to change the required percentage for a merger, and then vote on a merger.If grower/owners holding two-thirds or 67% of the shares are in favor of a merger, they could first vote to change the Paragraph Eighth, section (7) to requiring a two-thirds, instead of a three-fourths, vote for a merger.Then approximately 8% fewer voted shares would be required for approval.

    Section Tenth:

    The Corporation reserves the right to amend, alter, change or repeal any or all of the provisions contained in this Certification of Incorporation in the manner now or hereafter prescribed by statute, and all the rights conferred on Stockholders herein are granted subject to this reservation; provided, however that (a) any amendment shall require the affirmative vote of two-thirds of all the stock of the Corporation outstanding and entitled to vote thereon.........

Northland Cranberries, Inc. Reports Record Revenues and Net Operating Income for Fiscal 1999; Announces Quarterly Cash Dividend

WISCONSIN RAPIDS, Wis., Oct. 21 /PRNewswire/ -- Northland Cranberries, Inc. (Nasdaq: CBRYA), manufacturer of Northland brand 100% juice cranberry blends and Seneca brand fruit juice products, today reported fiscal 1999 year-end and fourth quarter financial results for the periods ended August 31, 1999. Total revenues recorded for the fiscal year were $236.8 million, up 110% over fiscal 1998 revenues of $112.8 million. Net income was $5.6 million, up 95% over the previous fiscal year's net income of $2.9 million. Earnings per share were up 47% to $0.28 per share versus $0.19 per share in fiscal 1998. CONTINUED | Easy to print version

Co-ops:

Blue Diamond - a co-op that works

"Against a larger background of supply gluts in major products, prices miles below the cost of production for most noncorporate farmers, a three-year-old federal law that has been a complete failure at both saving money and empowering market-based farm policies, and genuine fear in the small communities that still depend on family agriculture...."

10/19/99 Boston Globe columnist, Thomas Oliphant, describes how the 4,000 grower co-op, Blue Diamond, run by CEO Walt Payne from his "decidedly nonswank office" a mile from the capital complex in Sacramento, has been "keeping almonds from 'commodity' status and maintaining healthy, rural communities - two values that are closely linked."

"The people who grow almonds control almonds here at Blue Diamond, one of the better co-op success stories around (more than 4,000 members in a state that grows some 540 million pounds annually); they make products with it and spend money to come up with still more products and marketing methods; they sell almonds aggressively in this country and all over the world; and they're doing more than OK at it."

Read entire Thomas Oliphant Column here.


More media links:

10/19/99 Massachusetts' legislators tour cranberry country from the Patriot Ledger


Sunday Media:

10/17/99: Surplus puts squeeze on region's cranberry industry: Interviews with Jack Angley, Carol Heinz, Jeff Lafleur and others in the Boston Globe HERE.

How boards deal with lazy directors:  reports on a study by Korn/Ferry International, the firm conducting the executive search for a new Ocean Spray CEO in the New York Times HERE


Potential suitors:

Eye on Quaker Oats

10/18/99 A quote from a press release from the Wall Street Transcript praises the CEO of Quaker Oats, frequently mentioned as a corporation interested in acquiring Ocean Spray, as follows:

A buysider singles out Robert S. Morrison, Chairman, President & CEO of Quaker Oats Company (NYSE: OAT). ``Basically, Quaker Oats is a company that continues to beat expectations. CEO Robert Morrison has been there since 1997, and since then, he's made a lot of changes at the company. Probably the most visible change is the fact that they've divested a lot of under performing businesses, they also got rid of Snapple, which was a big dog, and took a big loss on that. Quaker received a lot of criticism at the time; Morrison sort of weathered that storm, and they've undergone a lot of transformation. The company really seems to be delivering.''

General Mills, another possible suitor, is also mentioned in a positive light along with Quaker on the Wall Street Transcript web site:

It has not been a good 18 months for most of the food stocks. There are very few companies that have kept pace with the market, Kanter states, "But the two that have done well on the packaged food front are General Mills (NYSE:GIS) and Quaker Oats (NYSE:OAT). Mills has pretty much outperformed just by delivering earnings, unlike a lot of its packaged food peers, and Quaker Oats has delivered simply on the strength of its Gatorade brand."


Photo Essay

End of a twelve hour day

10/17/99 Thumbnail page HERE. Readers are invited to submit their own photos for publication.


Ocean Spray:

Directors to "make more clear to growers structurally where they want to go" after Nov. board meeting

10/16/99 According to Ocean Spray spokesperson, Chris Phillips, as quoted in the Patriot Ledger, following the November board meeting directors will "make more clear to growers structurally where they want to go." Phillips said "no final word is going to be emerging from the November meeting." According to Phillips, no general meeting of growers has been scheduled, although regional meetings are anticipated. Read article HERE

Potential suitors:

Eye on Quaker Oats

10/18/99 A quote from a press release from the Wall Street Transcript praises the CEO of Quaker Oats, frequently mentioned as a corporation interested in acquiring Ocean Spray, as follows:

A buysider singles out Robert S. Morrison, Chairman, President & CEO of Quaker Oats Company (NYSE: OAT). ``Basically, Quaker Oats is a company that continues to beat expectations. CEO Robert Morrison has been there since 1997, and since then, he's made a lot of changes at the company. Probably the most visible change is the fact that they've divested a lot of under performing businesses, they also got rid of Snapple, which was a big dog, and took a big loss on that. Quaker received a lot of criticism at the time; Morrison sort of weathered that storm, and they've undergone a lot of transformation. The company really seems to be delivering.''

General Mills, another possible suitor, is also mentioned in a positive light along with Quaker on the Wall Street Transcript web site:

It has not been a good 18 months for most of the food stocks. There are very few companies that have kept pace with the market, Kanter states, "But the two that have done well on the packaged food front are General Mills (NYSE:GIS) and Quaker Oats (NYSE:OAT). Mills has pretty much outperformed just by delivering earnings, unlike a lot of its packaged food peers, and Quaker Oats has delivered simply on the strength of its Gatorade brand."


 

 

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"The truth at last from Don Hatton"

10/22/99 Ocean Spray grower/owner John Gibson comments on an interview published in his local newspaper with Ocean Spray Board Chairman Don Hatton HERE.

Read article from the Daily World Archive HERE., if unable to locate please  Email editor.
 


Letters:

...from David B. Mann

Ocean Spray Cranberry Grower
Buzzards Bay, Massachusetts

Dear Fellow Cranberry Growers:

In my past 29 years of service as your Ocean Spray Director, this is the most difficult, yet most important, letter I have written to you regarding Ocean Spray's future. CONTINUED | Easy to print version

...from Paul Jonjak
Lafayette, Colorado

Wisconsin Growers
Ocean Spray Cranberries

Dear Growers,

Don't sell your marsh yet.

Bain's evaluation of the "juice company" is that better returns were possible regardless of surplus fruit. Bain says that the halving of returns has been caused by mistakes in planning and operating the juice business. Not a surplus. Not competition. Not lack of marketing funds. CONTINUED | Easy to print version

Ed. note: David Mann is a former member of the Ocean Spray Board of Directors who represented the Massachusetts growing area. Paul Jonjak is a current member representing  Wisconsin area grower/owners.
Posted: 10/19/99


Ocean Spray launches new marketing campaign

10/20/99 Integrated communications efforts to support next generation of healthful products - Posted on BevNet


Web sites:

Ocean Spray web site has new look

10/20/99 The Ocean Spray web site has been redesigned with "Ooh the possibilities. You know it's good" as the opening tag lines on page one. There is a "cran-health" section which includes pages on urinary tract infection, general health and nutrition and emerging cran-health news. The later page is up-to-date with a link to the JAMA web site from Oct. 5, 1999 and the vitamin C and E study released on Sept. 24, 1999.


Northland:

Swendrowski predicts "phenomenal" harvest

“I don’t know how the hell it can be another bumper crop,” Swendrowski said. “In a 10-year cycle, you expect two good crops, two bad, and six average. Two great ones in a row is really strange, and we’re looking at our third great one in a row."

10/19/99 From an article in the Nantucket Inquirer and Mirror: Northland is harvesting its second bumper crop in a row, according to CEO John Swendrowski. While he notes that Northland "needs all the berries it is producing plus more to meet demand under its current business plan", he adds "the rest of the industry’s impact, though, is that the earnings potential of that fruit will decrease. Our competitor’s (referring to Ocean Spray) very aggressive marketing campaign forces us to add more marketing dollars to our campaign, thereby reducing the profitability of that fruit. While I expect us to be profitable, it’s is not what I would like.” Read entire article in The Inquirer and Mirror, Nantucket


 

Press release

Ocean Spray Narrows CEO Search; Half Dozen Candidates Remain in the Running

LAKEVILLE-MIDDLEBORO, Mass.--(BUSINESS WIRE)--Oct. 15, 1999--Ocean Spray Cranberries Inc., North America's number-one brand of canned and bottled juice drinks, has narrowed its search for a new chief executive officer to about six candidates from a field of more than 25 leading men and women executives. CONTINUED


Photo Essay

End of a twelve hour day

10/17/99 Thumbnail page HERE. Readers are invited to submit their own photos for publication.


Ocean Spray:

Directors to "make more clear to growers structurally where they want to go" after Nov. board meeting

10/16/99 According to Ocean Spray spokesperson, Chris Phillips, as quoted in the Patriot Ledger, following the November board meeting directors will "make more clear to growers structurally where they want to go." Phillips said "no final word is going to be emerging from the November meeting." According to Phillips, no general meeting of growers has been scheduled, although regional meetings are anticipated. Read article HERE


Ocean Spray:

Directors to "make more clear to growers structurally where they want to go" after Nov. board meeting

10/16/99 According to Ocean Spray spokesperson, Chris Phillips, as quoted in the Patriot Ledger, following the November board meeting directors will "make more clear to growers structurally where they want to go." Phillips said "no final word is going to be emerging from the November meeting." According to Phillips, no general meeting of growers has been scheduled, although regional meetings are anticipated. Read article HERE

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