PARIS – Former Paris residents Bob Bahre and his son, Gary, minority shareholders in C.N. Brown Co., are suing the owners alleging greed and fraud, and asking that the corporation be dissolved.
The Alton, N.H., residents accuse the Paris heating oil company of giving a $2.6 million retirement package to a company director, diverting corporate money to the family-owned Ripley and Fletcher car dealership in Paris, giving excessive pay to family members while the company posted pre-tax losses of about $6.4 million, and failing to pay any dividends to shareholders.
Company attorney Stephen Langsdorf has denied the charges, which were filed in Oxford County Superior Court against Chief Executive Officer Harold Jones of Norway and his three children: President Jinger Jones Duryea of Norway, Senior Vice President Grant Jones of Norway and Treasurer Kurt Jones of Falmouth.
“It’s been unfortunate there’s a dispute by the minority shareholders. The company is confident that the decisions they made were in the best interest of the company,” Langsdorf said Tuesday afternoon.
He said he expects to file an answer to the complaint within 20 days.
Harold Jones is retired and unavailable for comment, a company employee said Tuesday.
Company spokesman Jinger Jones said it is their policy not to comment on such matters.
In the complaint filed Friday, the Bahres said they are acting to protect themselves “from the greed, self-dealing and oppressive conduct of the family that controls the corporation.” They accuse the owners of “illegal, oppressive or fraudulent behavior,” including misapplying and wasting corporate assets.
The Bahres own about 40 percent of the shares in the company, which operates about 90 Big Apple convenience stores and 34 Red Shield Heating Oil offices, and services more than 100 gas stations in Maine, New Hampshire and Vermont. It employs between 800 and 900 people, according to Mainebiz magazine.
The Bahres claim they have been denied a seat on the Board of Directors. Bob Bahre bought shares in the company in March 2006.
Harold Jones owns about 30,000 shares or 52.15 percent of the company, according to court records, while his children also hold stock. All four sit on the Board of Directors, along with Charles Wilkins, who acts as vice president and general manger of C.N. Brown Co. He is the only non-family member on the board and was appointed after the retirement of Carlton “Bud” Brown Jr., of Paris, son of the founder Carlton Brown.
The Jones family came into the 60-year-old business in the early 1970s when Brown appointed Harold Jones as general manager and CEO.
“Since becoming shareholders, the Bahres have watched helplessly and with increasing alarm, as the Jones family has used its control position to enrich itself at the expense of the corporation and its minority shareholders,” according to the complaint.
The Bahres said they have found what they called “a disturbing pattern of oppressive conduct, waste, gross mismanagement and self-dealing,” according to court records.
Among examples, they say, are that in 2006 the Board of Directors held a special meeting in Portland and unanimously voted to enter a retirement agreement with “Bud” Brown, which would give him more than $2.6 million in benefits, including $500,000 as a “supplemental retirement benefit,” $1 million for his release of all commercial rights to the C.N. Brown name; $900,000 for his agreement not to compete against the corporation for five years and another $232,500 to provide consulting services to the corporation for three years.
The Bahres contend in court records that the Joneses have also had an ongoing diversion of corporate assets to Ripley and Fletcher auto dealership and have not kept transactions separate between the two companies.
The father and son claim that C.N. Brown also approved and authorized “dramatic” salary increases for Jinger, Grant and Kurt Jones between 2005 and 2007 amounting to $831,000. During that period, the Bahres said, C.N. Brown suffered pre-tax losses of approximately $6.4 million.
In 2008, the Bahres claim the Jones children received further compensation or remained at the same salary level despite the company suffering another $485,000 in losses.
The Bahres claim the Joneses also diverted company money to a recreational camp that is used only by the Joneses and serves no legitimate corporate business.
Langsdorf said some of the facts in the complaint are accurate, such as the salary increases, and some are inaccurate such as the amount of the company’s losses. He defended the salary increases, saying it was “good and fair compensation.”
The Bahres are asking that the corporation be dissolved and a receiver appointed to oversee the liquidation of its assets.
“I don’t want to say too much right now,” Bob Bahre said Tuesday afternoon.
Asked if he is looking to end his connection with C.N. Brown, he replied, “I don’t know. At this point it just hasn’t been pleasant so far.”
Bob Bahre, 82, owns the former Hannibal Hamlin estate on Paris Hill and is a well-known businessman and developer of shopping malls, housing complexes and other projects around northern New England. He sold Oxford Plains Speedway in Oxford and built New Hampshire International Speedway in Loudon, N.H., selling it in January 2008 for $340 million in cash.
The Bahres’ attorney, Chris Coggeshall, of Verrill Dana in Portland, said the statute under which the Bahres have filed a complaint gives the court a wide latitude in deciding how to remedy the issue if it agrees with the allegations.
“It gives the court wide discretion,” Coggeshall said. “We’re listing some possible alternatives to the court assuming we can prove them.”
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