Cranberry Stressline

The vote against merger, the shareholder reaction, and the mainstream press coverage in the two weeks between Nov. 8 - 21, 1999

 

A Call To Action!
- The Future
by "business person"

and

Nabiel Shawa's response

Editor's note: "Business person" is a regular poster on the Forum and for reasons I believe are legitimate, chooses to remain anonymous.

11/20/99 - 11/22/99 Emotions are running high. Grower/Owners continue to feel they are in the dark about the facts required to make an intelligent decision for the future of their company. It certainly appears that change is not coming as quickly as many feel it should. In light of all that, I would like to comment on Mr. Shawa's call to action* and to provide something for Grower/Owners to think about.

I feel some of the most intelligent postings have been placed by Nabiel Shawa during the past few months. I do not agree with his solution of selling the cooperative, but that is just a difference of opinion. He may be right, or I may be right that a merger with other fruit cooperatives is a better strategy than selling all or part of OSC, only time will tell.
CONTINUED | Easy to print version

Nabiel Shawa's response - I would agree that Business Person’s comments are reasonable and insightful. We seem to agree on many points however I respectfully disagree on seeking Welchs and Tree Top as the best merger candidates. Assuming you are a fellow Grower/Owner, what is your most dire need and that of our company? In one word, I believe the answer is Capital (followed closely by competence and stability). CONTINUED | Easy to print version

* Editor's note: You can read and/or print the dicusssion thread Nabiel Shawa began on Friday, Nov. 19th, with 28 responses, all on one page here.

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Ocean Spray shareholder revolt brewing:
decision by board prompts "call to action"

11/19/99 "Our Board of Directors has spit in the face of us stockholders," according to Long Beach, Washington grower/owner Nabiel Shawa. Oregon grower/owner Cheré Winters and others posting on the Cranberry Stressline Forum are calling for an immediate special meeting and a recall vote of the Board, replacing them with a smaller board committed to selling the cooperative. Winters writes:

"The board members responsible for this decision should be recalled. How many more consulting fees do they expect us to pay for, with no results? We should all demand to see the Bain report. The uncensored version. Knowledge is power...maybe that's why we are kept in the dark as much as possible."

Stressline has learned that decisive action is likely to begin within the next week. Reliable sources indicate that the result of the Board's vote was not unexpected. The sale of the cooperative which, as nomination elections suggest, is supported by a large majority of shareholders, will not be pursued with this sitting Board. The next step is calling a special meeting and recalling the Board, to replace them with a Board favoring a sale or merger.

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Ocean Spray
Press Release:

Riding Wave of Marketplace Momentum, Ocean Spray Rejects Potential Transaction

LAKEVILLE, Mass., Nov. 19 /PRNewswire/ -- Riding a wave of renewed popularity in its brand, Ocean Spray Cranberries, Inc. has decided not to pursue the idea of selling all or part of its company in favor of building a stronger grower-owned organization to better compete in a world of food and beverage giants.

``Over the last 70 years, we have created an incredible brand and category that stands for health and refreshment,'' said chairman Don Hatton. ``We believe we can continue growing our brand and ensuring the financial health of our grower-owners by revitalizing the organization.''

The 25-member Board of Directors, which represents the company's 900 grower-owners, voted to remain a cooperative after reviewing the findings of a six-month business analysis that involved the Board, management and outside advisors, Merrill Lynch and Bain & Co.

Ocean Spray commands an industry-leading 50 percent share of the cranberry juice category and is often credited with creating the grocery juice aisle. But poor grower returns caused by record surpluses and slippage in Ocean Spray's market share have created intense pressure on the Board and management to improve grower-owner profitability.

Ocean Spray's marketing plans have begun to yield success with volume trends up sharply for 20 consecutive weeks. This success is building on the strength of two significant product launches: a new line of Premium 100% Juices and Cranberry Juice Cocktail PLUS, both of which contain 130 percent of the recommended dietary allowance (RDA) of vitamin C. Cranberry Juice Cocktail PLUS also contains calcium and vitamins A and E. While these changes will not impact owner profitability in the short-term, they have created renewed confidence among employees and shareholders.

``The food and beverage industry is experiencing intense consolidation, but our analysis convinced us that Ocean Spray can compete in this industry if we make the necessary changes,'' said Hatton. ``Our grower-owners take great pride in owning this company and want to continue controlling their destiny,'' he said.

The Board currently is in the final stages of a search for a new Chief Executive Officer and will form a Strategic Committee to advise the new CEO regarding future business plans to improve financial health for growers and realize the untapped value of the Ocean Spray brand.

Ocean Spray is an agricultural cooperative owned by 750 cranberry growers and 150 citrus growers throughout the United States and Canada. Ocean Spray has been the best-selling brand name in the canned and bottled-juice category since 1981, with sales of $1.48 billion in 1998. Headquartered in Lakeville-Middleboro, Mass., Ocean Spray employs more than 2,000 people worldwide. For additional information about Ocean Spray Cranberries, Inc. visit its web site at http://www.oceanspray.com .

Easy to print version

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Readers react to Ocean Spray Board vote

11/19/99 Ocean Spray Board members are completing what has probably been the most significant Board meeting in the history of the cooperative. With the results of the nomination election for new Board members signaling that a large majority of shareholders were in favor of a merger or acquisition, and having heard the reports from Bain and Merrill Lynch, the Board came to a decision on whether to merge or sell the company, or to maintain its status as a cooperative. Their decision is being discussed in the Cranberry Stressline Forum.

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Media:

Fresh fruit promoted

11/16/99 An article in the Food Section of the San Jose Mercury News suggests freezing cranberries during the holiday season to eat all year. An advertising copywriter couldn't have said it better than than this: (the cranberry) "emerges as the shining star of feasts and festivities. Within the past few decades, the tart, red berry has forged its way to the top of the fashionable food ladder. Once appearing primarily as quivering, jellied sauce in a can, the up-and-comer now shines in every corner of the holiday table." Read the article HERE.

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Excerpts
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"New England Chronicle" Ocean Spray story
"Is a mutiny in the offing?"

chronlogo.gif (1804 bytes) 11/13/99 New England's number one news magazine television show, WCVB channel 5's Chronicle   aired a segment on the situation at Ocean Spray and in the cranberry industry on Friday, November 12th at 7:30 P.M.  "Harvest time in New England, but the living isn't totally easy. The cranberry farmers in Ocean Spray are worried about business bogging down. Is a mutiny in the offing?"  Linda and Paul Rinta, Betty and Hal Brown, John Decas, Stu Gallagher and Chris Phillips were interviewed. Their comments can be read HERE with images | or HERE in easy to print, faster loading version without images.

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WSJ

Will the next Ocean Spray CEO come from Pepsi?

11/9/99: Will Tom Bullock's successor come from Pepsi? According to the Wall Street Journal, it's a possibility.  "Individuals familiar with the search see PepsiCo Inc. as a likely source for the new Ocean Spray chief, even though the two companies are involved in litigation over Pepsi's 1998 purchase of Tropicana Products Inc., an Ocean Spray competitor." from the Wall Street Journal, The Jungle/By Rachel Emma Silverman: Fruitful choices?

Pepsi has been frequently mentioned as a corporation interested in buying Ocean Spray.

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Media

New York Times:
Ocean Spray votes against merger idea
"We believe we can continue growing our brand and ensuring the financial health of our grower-owners by revitalizing the organization." Board Chairman Don Hatton

11/20/99 New York Times business reporter, Constance Hays, surveys grower reactions to the decision to maintain Ocean Spray as a cooperative. Tom Gelsthorpe, from E. Sandwich, MA., a grower/owner who was just elected in the nomination to be confirmed at the annual meeting in February is quoted as saying "we are fairly certain that a majority of growers favor the merger, and the board doesn't reflect that. The people who oppose the merger have sentiments about somehow recapturing the past. Those who favor the merger want to raise the industry to a higher level."

Robert Rosbe, a vice president of Ocean Spray's largest grower, A.D. Makepeace, based in Massachusetts, states "we think it puts everybody in jeopardy, particularly the smaller growers." Advocating a recall of the entire Board, Nabiel Shawa from Washington explains his position: "it's really in reaction to the intransigent attitude of our directors. All I'm asking for is an open, democratic process. They have been very tight-lipped. They have not been open or frank with the cooperative membership."

Commenting on the feelings of the growers, Ocean Spray spokesman Chris Phillips is quoted as saying "Clearly there is some disappointment out there"

New York Times, 11/20/99, HERE

In Wisconsin, The Milwaukee Journal Sentinel features this story in its business section. Greg Fanning, who is president of the Wisconsin State Cranberry Growers' Association  says "I will be anxious to learn from our directors about what exactly did transpire and what their logic was. As a farmer-grower-owner, the idea of remaining a co-operative has some appeal to me. At the same time, I'm a realist, and I know that the world market has changed as to the production and sale of food."

Northland grower John Sager is expresses his view on Ocean Spray as follows: "anything they can do to improve themselves is positive. The industry right at the moment is in a state of oversupply and in a state of flux. The industry needs a very strong Ocean Spray. The industry needs a very strong Northland."

Read the Journal Sentinel article HERE

The Cape Cod Times interviewed newly nominated Board member Jim Jenkins and reports:

(Jenkins said the news of the rejection of a merger or sale) was disheartening.
"I felt the idea of a strategic merger should have been used as a benchmark from which all other proposals were looked at," he said.
He said he hopes the current Ocean Spray board and management will release the findings of a Bain & Co. and Merrill Lynch analysis of the company to the growers-owners. To withhold it, he said would be "the height of hypocrisy."

Cape Cod Times, 11/20/99 article HERE

The Boston Herald has an article which quotes Chris Phillips as saying "The decision was that if another buyer could accomplish bringing Ocean Spray to the next level, Ocean Spray could do the same itself. But there are still going to be major changes in how the cooperative is designed and how it's structured. A very different Ocean Spray will emerge when this is over.''

Boston Herald article HERE

Business reporter John Estrella, who has followed Ocean Spray for many years, reports the story in the Patriot Ledger. Asked whether the Board might release the Bain report to shareholders, Chris Phillips said that was not likely stating "that's highly proprietary information." The Ledger article included the following from Don Hatton: "Our grower-owners take great pride in owning this company and want to continue controlling their destiny.''

Patriot Ledger story HERE

The Associated Press is also carrying the news about the Ocean Spray Board's decision. You can read the A.P. story on the Tampa Bay Tribune web site HERE. The Boston Globe and other papers are carrying this story.

The Wall Street Journal had an article featured under the heading "Top Business News" on their online front page. They report the decision but do not include any interviews. It requires a paid subscription to read the article on their web site HERE.

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Ocean Spray board adds pro-merger members
By Robin Lord Cape Cod Times, 11/19/99, here


Ocean Spray Board continues historic meeting

11/17/99 The Ocean Spray Board of Directors is continuing to meet in Plymouth, MA, in a monthly board meeting unlike any other in the history of Ocean Spray. Since several incumbents lost in their bids for renomination to candidates favoring a major restructuring of the company and an acquisition by a global corporation, Board members now have, in effect, heard the results of a referendum on change vs. business-as-usual.


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Be Bold Board of Directors
by Nabiel Shawa

11/12/99 This coming week our Board of Directors has the responsibility to reenergize every Ocean Spray Grower/Owner’s future. Regardless what direction they decide to chart they are certain to face sharp criticism. If they choose to fully explore the sales/merger scenario they will be accused of selling out. If they elect to make minor corrections and/or select a new CEO they will be accused of avoiding the co-op’s inherent structural and financial shortcomings. Frankly they’ll be damned if they do and damned if they don’t. Continued on the Forum.

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Tropicana sales up
Shelf stable Sunny Delight down
Source:
Beverage Digest

11/11/99 Pepsico's refrigerated juice business scored well this quarter with an increase of 1.1 to a 22.2 share, while Coca-Cola's Minute Maid, with a 16.3 share, increased 0.8. On the juice aisle where cranberry beverages compete with the entire range of juices and juice drinks, the shelf stable version of P&G's Sunny Delight was down a whopping 15.8%.


Recommended reading:

Competing in the global marketplace

11/10/99 In an article, "Winning the World Over" by Tim Stevens, that includes 61 slides, the results of IndustryWeek's 1999 senior executive survey is discussed. The survey reveals how to steer a company through competition in the global marketplace. Link to article here.

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