Cray Group Responds To Win In Johnson County, Kansas District Court
ATCHISON, Kan., Oct. 3, 2013
ATCHISON, Kan., Oct. 3, 2013 /PRNewswire/ -- The Cray Group (which includes
Bud Cray, Karen Seaberg, Ladd Seaberg and certain partnerships formed for
estate planning purposes) announced today that the Johnson County, Kansas
District Court issued an order on October 2, 2013 dismissing all of the claims
brought by MGP Ingredients, Inc. (the "Company") in the litigation it
commenced in that court against Cloud L. "Bud" Cray, Karen Seaberg, Ladd
Seaberg, Dick Cray (now deceased) and Tom Cray. The court ruled that the
Company is not a beneficiary of, and does not have legally protectable
interest in, the MGP Ingredients, Inc. Voting Trust (the "Voting Trust") and
therefore does not have standing to challenge any matter relating to the
Voting Trust, including the capacity, qualifications or decisions of the
trustees of the Voting Trust or the validity of the Second Amendment to the
Voting Trust. As a result, the Company's purported goal of resolving these
claims before holding the 2013 Annual Meeting of Stockholders (the "Annual
Meeting") has been fulfilled.
The court further held that Tim Newkirk, the Company's CEO and one of three
trustees of the Cray Family Trust, lacked standing to challenge the capacity,
qualifications or decisions of the trustees of the Voting Trust or the
validity of the Second Amendment to the Voting Trust. The court deferred its
ruling on whether Mr. Newkirk may still challenge the validity of the actions
taken in 2005 in forming the Voting Trust by the then-trustees of the Cray
Family Trust. However, the Cray Family Trust has been terminated by action of
the other two trustees, in accordance with Article II, Section 11 of the Trust
Agreement under which the Cray Family Trust was formed. As a result, we
believe that it is even more clear that Mr. Newkirk cannot challenge the
validity of actions taken by the then trustees of the Cray Family Trust in
forming the Voting Trust.
We believe Mr.Newkirk, and the Company's other directors brought this
litigation solely for the purpose of entrenchment through delay of the 2013
Annual Meeting and thereby to thwart the will of the stockholders. We call on
the Company's Board of Directors and management to cease their waste of
corporate assets in pursuing this meritless litigation and to promptly
reconvene the Annual Meeting.
Our campaign will continue until the Company holds the Annual Meeting which
stockholders are entitled to have as a matter of law. We plan to continue to
pursue all of our available legal remedies to seek a prompt reconvening of the
Annual Meeting and allow stockholders to exercise their voting rights.
3 EASY WAYS TO VOTE
1. Vote by Telephone. Call the toll-free number listed on your proxy card or
voting instruction form. Have your control number listed on the form ready
and follow the simple instructions.
2. Vote by Internet. Go to the website listed on your proxy card or voting
instruction form. Have your control number listed on the form ready and
follow the simple instructions.
3. Vote by Mail. Mark, sign, date and return your proxy or voting instruction
form in the postage-paid return envelope provided.
PLEASE ACT TODAY
YOUR VOTE IS IMPORTANT
All you have to do is vote the GOLD proxy card or voting instruction form that
was included with this letter. It will supersede any original proxy that you
submitted. Do NOT return the white proxy from MGP Ingredients.
If you submit a proxy to us by signing and returning the enclosed GOLD proxy
card, do not sign or return any white proxy card or follow any voting
instructions provided by MGPI management unless you intend to change your
vote, because only your latest-dated proxy will be counted. If you have
already sent a proxy card to MGPI, you may revoke it and vote on the GOLD card
simply by signing, dating and returning the enclosed GOLD proxy card. Please
do not return any white proxy card; it will revoke any GOLD card you have
STREET NAME SHAREHOLDERS: IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE
FIRM, BANK NOMINEE OR OTHER INSTITUTION, ONLY THEY CAN VOTE YOUR SHARES AND
ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
If you have any questions or require any assistance in executing your GOLD
proxy card, please call or e-mail:
D.F. King & Co., Inc.
Toll-free: (800) 859-8509
NOTICE TO INVESTORS
ON JULY 10, 2013, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). SECURITY HOLDERS ARE ADVISED
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY THE PARTICIPANTS FROM THE STOCKHOLDERS OF THE
COMPANY FOR USE AT THE 2013 ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT
INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT IS
AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. THE
PARTICIPANTS' DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WERE FIRST SENT
TO COMMON AND PREFERRED STOCKHOLDERS ON OR ABOUT JULY 12, 2013.
SOURCE The Cray Group
Contact: Cloud L. "Bud" Cray, Jr., Karen Seaberg, (913) 367-5823
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