Sorry for the delay in responding, but here is the information you
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let me know through a follow-up Request for Clarification, and I'll
get back to you.
The following link of a shareholder lawsuit filed against Ocean Spray
identifies AR DeMarco Enterprise as a 3% shareholder of Ocean Spray:
A.R. DEMARCO ENTERPRISE, INC.,
Individually and derivatively on behalf of Ocean Spray Cranberries
OCEAN SPRAY CRANBERRIES, INC
"Plaintiff, A.R. DeMarco Enterprises, Inc. ("DeMarco"), is a
corporation organized and existing under the laws of the State of New
Jersey, having its principal place of business at 44 N. Packard
Street, Hammonton, New Jersey 08037. J. Garfield DeMarco is the
President and CEO of DeMarco."
"At all relevant times, DeMarco was a shareholder of Ocean Spray,
having at least 121,740 common shares, or approximately three percent
(3%) of the shareholder interests issued and outstanding. It has a
right to purchase an additional 27,904.74 shares at $25.00 per share
based on its past cranberry production."
A cranberry growers bulletin board item describes a shareholder
proposal offered at a recent annual meeting for Ocean Spray. The
proposal identifies 33 shareholders who collectively own almost half a
million shares of the cooperative, representing more than 10% of the
total shares. The item is excerpted, in part below, along with the
list of the 33 owners:
Group of Ocean Spray growers add resolution to board agenda to replace
2/6/03 The anxiously awaited Ocean Spray proxy has arrived and with it
a stockholder proposal that seeks to reduce the current board from 15
to 12 members, and to replace the current board with 12 new directors.
Thirty-three growers representing a total of 441,156 shares signed the
petition to get the item on the proxy for a vote. This is more than
the 10% of shares needed to get an item considered at the annual
meeting. The Ocean Spray board has recommended against a vote for this
proposal for reasons articulated in the appendix to the proxy, below.
ITEM 3 - REDUCTION IN BOARD SIZE AND REMOVAL OF DIRECTORS
The Stockholder Proposal is as follows:
WHEREAS, the Stockholders and all other stockholders of the Company
are fruit growers who depend upon the Company to market their crops on
terms that enable them to operate their farms profitably; and
WHEREAS, since the 1999 crop season, the Board of Directors of the
Company has failed to restore stability and profitability to the fruit
grower's cooperative such that many farms now have insufficient
revenues to operate at a profit; and
WHEREAS, the Stockholders intend to solicit proxies in favor of a
slate of twelve (12) directors to be nominated at the Annual Meeting;
WHEREAS, the Stockholders intend to submit the following stockholder
resolution to be voted upon by the stockholders of the Company
entitled to vote at the Annual Meeting.
NOW, THEREFORE, BE IT RESOLVED: That at the Annual Meeting the Board
of Directors of the Company shall be reduced from fifteen (15) to
twelve (12) members and the current members of the Board of Directors
of the Company shall be removed and a new slate of twelve (12)
directors shall be nominated, elected and take office immediately....
The growers who are signatories to this proposal are as follows:
John Talcott, Jr.
William Stearns III
Robert C. Whiting, Jr.
Paul R. Morse (also Florida)
G. Howard Morse, Jr.
"ocean spray" shareholder