Thursday, November 09, 2006

Le Nature's Workers, Speak Up!

Workers, comment about your experiences with Le Nature's now.

Note: If you'd like some background and history on how this whole thing got started, see here -- Le Nature's stands AGAINST FREE SPEECH



My condolences to the people who's sweat and labor held up this company while it crumbled from the top down. Some of your fellow coworkers have already spoken up about their experiences. Whether you worked for Le Nature's or with Le Nature's, I invite you, as a worker, to express yourself here. You can do so anonymously. Whether you have good or bad things to say, you can speak up here without fearing.

Some workers have already said:

  • "if you only knew what went on there - they have just scratched the surface"

  • "What Podlucky did with fraud was just the tip of the iceberg when it came to his employees. Constant email threats and abusing his authority to make it clear his political choice was your choice. Even as far as having his secretary call homes of his employees anonymously to see who they were voting for. I do feel bad for the workers under the upper management who slaved under him to make a living, but this is a long deserving end to him. I hope he sees time."

  • "your an asshole..you know this leaves 200 families with out an income..all your doing is getting your rocks off about podlucky"

  • "these are mean spirited people who took pleasure in making the people in their employ by constantly threatining to fire them and going out of their way to be mean"

  • "It was a very bizarre work environment"

  • "I worked in their IT Dept (i.e Computer Fag Dept)"

  • "From day one, we knew something was strange about the way they conducted themselves."

  • Note: emphasis added by author

    Please add your own comments
    , and invite your coworkers to do the same. If you're not a worker but still want to make a comment please go here.

    647 comments:

    1 – 200 of 647   Newer›   Newest»
    Anonymous said...

    Being a former employee, along with the threatening emails, I found it quite interesting that Greg Podlucky had a paddle displayed in the main hallway upstairs in the Latrobe Headquarters. One the paddle was inscribed, "The beatings will continue until morale improves". He'd also had a bulletin board displayed that he would post email trails of mistakes that may have been made and try to embarrass the employee. Soooo many true stories not enough time. Enough said.

    Anonymous said...

    Boy I bet he's twisting that piece of hair on the back of his head. Greg thought he was never going to get cought. Jesse are you still filling out false invoices for your dad. Hey Drew where's Paulenger. I guess he can't hide behind that Church flag any more. How many times he filled up the tanks with water and told the investors that it was some millon dollor ingrediant that was used for making tea. Can't wait to see them take you away in cuff's. Greg you've always been a big pussy. Wait til bubba get's a hold of your ass in jail. Remember it all comes around in the end.

    Anonymous said...

    It is a sad day for Latrobe and all the employee's of Le-Nature's.

    Anonymous said...

    The sad thing is he tried to get away with this, and has now ruined the lives of many people. We all knew by his threatening emails, signed christ likeness here and now. No man of Christ would lie this bad, and hurt sooo many people. His day of reckoning is coming and he will be the one to stand trial. An eye for an eye...

    Anonymous said...

    My father worked there. Now he is out of a job and on the verge of filing bankruptcy himself. He hated working there but could not afford to leave. I heard the horror stories daily from my father and I knew the fear he lived in of taking one misstep within his job. My family is going to lose its home because of Podlucky's greed. I hope the "Christ-like" figure of Greg burns in Hell.

    Anonymous said...

    this only gets better. seems that in 1999 le natures was global bevs. of course they were run by the same group of thugs, podlucky and his army of sleaze. seems that they were shut down by the state in 1999 because they were operating without a permit - and seems some of the customers got sick because of an ecoli bacteria- very dangerous - so podlucky paid a $ 50k fine and contributed $ 150k to an envioronmental project - just to get the state off their backs - shame on PA - they also contacted a rabbi blugrond from the union of orthodox jewish congregation of america- in brooklyn - to be approved for kosher - rabbi did not approve but the podluckys-being the podluckys - put the insignia on the bottles anyway - they claimed that they received oral permission to do this - makes no sense because a certificate is normally generated by the rabbis association - the are just soooooooooooo sleazy -

    Anonymous said...

    God Bless all of the families this is going to effect. My prayers are with each and everyone of you.

    Anonymous said...

    Podlucky and his "crew" hurt the lives of so many poeple - that place was a house of cards for many many years - between the harrasment of employees and you always lived in fear.
    He is no god fearing man

    Anonymous said...

    So many differant stories, it's hard to pick just one. How about the Rabbi that sued the company over use or misuse of the kosher symbol? Seems Global beverag or Lenatures was trying to target a Jewish market without actually being kosher. You can read about it on the Pittsburgh Post Gazzette site. Does this company have absolutely no morals?

    Anonymous said...

    I'm not an employee - know one who was miserable under the tyrant. I heard about the paddle, and emails that said things like "...those who don't agree can come to my office to get their last paycheck".

    My condolences to all who innocently lost jobs - but things will get better for you good people who were in a bad situation.

    We need to get a call out to employers to take care of you. A job fair - SOMETHING! These employees were the victims of this horrible crime. They should not have to suffer for this man's actions. He will do time. These people should not have "do time" in the unemployment line!!!

    Anonymous said...

    Greg once wrote to me "Trust in God - not Greg" For once he didn't lie.

    Anonymous said...

    Pod(un)lucky and his buddy Drew Vermin are twistin' in the wind at the end of their rope.

    Anonymous said...

    I can sympathize with the employees who lost their jobs and were not aware of the fraudulent activities occuring at the plant. However, the employees that either had suspicions of illegal activities or actually knew of such activities can not be called victims if they did not try to step forward and stop it or report it. Any former employees can now ease their consciences by stepping forward and revealing any illicit acts that they knew Greg and his corrupt and shady entourage had perpetrated. Also, how can anyone with any self respect be intimidated by a paddle on a wall? You mean to tell me that people took this type of crap for $10.00 an hour!!! That's really sad. Why couldn't anyone standup to Greg and Drew when all you were earning was $10.00/hour while they were stealing millions? (on your sweat!) They took the financial stability from all the employees, so why don't any of the employees step forward with the priceless opportunity to put the gang behind bars and gain some respect back for Latrobe.

    Anonymous said...

    Sometimes you work in fear when you don't know where your next bill payments are coming from if you are fired. (Not an employee, but a family member of one.)

    Anonymous said...

    From what I understand and rumor has it, he would hire trucks from a local truck stop to come to the plant and make it appear to be very busy. This would only happen when the investors or lenders would be in the town when looking the plant over prior to making a loan.

    Anonymous said...

    i was one of the workers from lenatures i cud tell u sum stories about them that wud make ur toes curlthe harassment from therefrom greg , an his so called body guard an hes worker diane the wud follow the one girl around all the time when she first started there they were ignorant to her they made fun of the one guy cause he cudnt read they were terrible they wud threaten to firer them they wud take pictures of them workin if they were just talkin to sumone they got wrote up for it there was more there than met the eye believe me there was so much lying goin on thereu wudnt believe it

    Anonymous said...

    As a family member of a former employee who is stilled owed wages and unreimbursed expenses from Le-natures (and who will probably never see it)I have very little charity in my heart. I am sure that the owner's and their families will enjoy a great holiday while all the former employees pray that the unemployment check covers the bills. I hope the government is smart enough to take away all of their passports!

    Anonymous said...

    I was an employee for Le-nature's for less than a year and luckily got out long before this saga unraveled. I sincerely hope that the employees stranded by the corruption and greed of this company can manage to stay on their feet.

    The only silver lining to this very dark cloud is that Podlucky is no longer free to torment his employees.

    Anonymous said...

    As an employee of Le'Natures i and many other employees where appalled when we seen carol whittmore the human resource manger at a nov 3rd meeting for displaced workers...heres a woman that ignored numerous complaints from workers..one complaint that went on was sexual harassment by the personal manger.he had numerous law suits filed by women..she ignored them..instead ran to greg or johnath podulky..in turn they made those womens life a nightmare..now that they found sex toys in the offices upstairs..it makes sence now what she was doing..at $80.000 thousand a year she must of been pretty good..but the nerve she had showing up like she was one of us took gall..she still thinks her shit doesn't stink

    Anonymous said...

    We actually received an e-mail from the "powers that were" dictating that according to new policy we were not allowed to "Blog" about the company. Worried about something, Greg?!?!?! Well, thanks for the forum! They always say that hind-sight is 20/20 and now it all makes sense. If I had to use one word to describe Le-Nature's from my paoin of view it would be "micro-manage". I didn't understand at the time why everything had to be approved way up at the top... and now it all makes sense. I actually had to call and beg suppliers to deliver even though we were 120 days late in paying their invoices. And when they called for payment information, I had to tell them that I wasn't allowed to give it to them... only Greg Podlucky has payment information. Gee, I wonder why?!?!?! I could kick myself for not seeing through it earlier.

    I wasn't in Latrobe so I hardly ever say Greg or any of the other executives, but of the four times Greg was on-site... he never introduced himself. What kind of man does that?

    So, as a God-Fearing Christian, I was actually excited to know that the owner of our company was too. Until I got the e-mail stating that we should remember who signs our paychecks and the one about Christmas being his day of reckoning and better yet, the one about people who can't afford the high gas prices are bad drivers anyway. He's a nut-job and I ask that none of you judge God-Fearing Christians by his example! Great timimg though, I guess Christmas was someone elses' day of reckoning too!

    It just makes me sick! For all of those that are out of jobs, good luck. Don't be jaded by these rotten people. Keep your heads up! When God closes one door, he really does open another. There are plenty of opportunities out there.

    Around here, Le-Nature's products have all but disappeared and I'm hoping the bad taste in my mouth does as well.

    Anonymous said...

    being a former employee - i had a very bad conversation with bob lynne - i had just left the company and i was reviewing some of the details about my departure and of corse bob could not have been more caustic - 2 years ago - i finally told him that i knew that he and the podluckys were corrupt and that i could not wait for the day when they would get caught and go straight to jail - for a while i thought that they would never get caught - feel bad about the employees who worked there but the podlucky's and his banditos were such crooked bastards who thought that they were so very gifted and talented and therefore everyone should bow before them - hope the judge throws the book at them - how stupid were their investors ?

    Anonymous said...

    i don't know very much about this situation except for some of the poor journalism that i read from the tribune review and richard gazarik, however, at least half the people that have commented on this blog cannot even spell or use proper grammer so i am suspect as to how much contact they actually have with executive management or the validity of these "stories"

    Anonymous said...

    uh oh their is a comment that is trying to discredit the posts - stating that the people cant spell nor do they have any credibility because they dont have first hand knowledge of what happenend - i know one thing a lot of people would not have the stomach to steal like they did and then turn around and try to defend this - will be fun to see them in court - sounds like bob lynne or one of the podluckys - thought the agencies investigating this situation would have taken their home computers oh well - good to see that they are alive and they are obviously pissed off - great hope they see this and they wind up in jail soon -

    Anonymous said...

    jay you dont have to post as anonymous. we all know that last comment was from you.

    Anonymous said...

    this is a lot of fun they think ( bob l. ) that jay posted a note - you know what i am sure that these investigators have it all wrong and the podluckys will be back in the saddle soon - not - oh sure i think that your sales were in the 250 million $ range and those mean people think that it is less - and that there was no destruction of any documents - and there was no fraudulent activity at all - and they did not lie to their creditors in any way - so sad that they should take the low road and think that bob l and the podluckys did something wrong sure this is just a large misunderstanding - hey i am sure that the podluckys and yourself had a really sad thanksgivng because the traditional email threatening employees jobs could not be sent out - those stupid investigators but you know what maybe this will all be straightened prior to christmas- how dare they mess with the mighty le nature gang - and you can all be back just in time to send a really threatening email to all employees - that so all in the lucky gang can feel so much better - by by

    Anonymous said...

    In response to Anonymous 12-11-2006 at 2:12 PM that chose to criticize the postings and spelling errors of others. Well, BUTT HEAD, before you criticize anyone, buy a dictionary and learn how to spell yourself! GrammAr is spelled with an "A" not an "E". You're much better at destroying docoments and threatening people than you are at spelling.

    Anonymous said...

    All that chatter gotta be Bob Lynn - loser now at another local company - putting them under too.
    Cut us a break Bob!

    Anonymous said...

    As a former Le-Nature’s employee of several years, I implore my onetime colleagues to not dwell upon their anger at the Executive Committee of the company. Organizations open and close all of the time in the business world. Each of us was lucky to have a well-paying job in Western PA, a rare commodity, for as long as we did. If any of the staff was so terribly unhappy at LNI that it was placing an unbearable burden upon him/her personally, he or she had a personal obligation to devote all after-hour efforts to finding another situation that was more tolerable.

    Although there may have been times when some members of management exhibited eccentricities, the Le-Nature’s workforce overall was comprised of some very talented and dedicated individuals who were able to form strong bonds with their co-workers, grow their professional skill set during their tenure with the company, and increase their marketability towards future opportunities. If these employees can take the energy that is currently focused on fueling their rage over their situation and redirect it into positive efforts towards finding their next position, I know that they have what it takes to jump back into the working pool.

    Despite this unexpected situation, each of the dislocated workers should ponder what they have learned while with Le-Nature’s and focus upon his/her individual strengths – these are the items that should be discussed during their next interview. Remember that any interviewing company will not be impressed with a potential candidate that badmouths his or her former employer – regardless of the circumstances. I believe in these people and know that if they can just keep their chins up, they can turn what they believe to be a negative into a positive situation for themselves and their families.

    Lastly, I am hoping that, although there has been much talk circulating about what are almost impossible to believe stories regarding the executive committee and outrageous activities that occured within the building, we are all able to remember that our American judicious system follows an ‘Innocent Until Proven Guilty’ philosophy. None of the executive team has been tried yet for any of the alleged wrongdoing. It is easy to jump on the bandwagon and join the gossip parade, but those dedicated to taking the higher road should resist this temptation and simply move on with their lives. The courts will handle dispensing justice.

    I am no happier about being unemployed than the next person, but I am concerned that my former workmates will pass up chances to do the same by allowing their bitterness trap them in a well of inactivity. I wish all of the Le-Nature’s employees the best of luck in all future endeavors and hope that each one of them can catch some kind of break soon.

    Anonymous said...

    As a vendor... When I asked my customer at HQ to have lunch she said "we aren't permitted to each lunch with vendors OR coworkers. The vendors I understand, I guess, but coworkers? That really struck me as odd. The guy had his hand on everyone. He went through sales managers like "water"

    Anonymous said...

    Have a backbone Anonymous 12/12 2:39... the rage that the workers feel is that Greg was non-appreciative to anybody that worked under him. They have pride in what they did under him and to have their lives taken away because of his arrogance.

    You are obviously a sympathizer of the Podlucky's to turn a blind eye to what was happening. You must have some stake in them, being a family member or part of the executive committee.

    I was an employee that worked on the same floor. You being an employee for several years can obviously deny the "impossible to believe stories" of threatening emails, inscribed paddles, arrogant attitude, and micro-managing that everyone has been talking about.

    If you deny, I KNOW you truly did not work there any length of time, because day one when I was there, emails were tossed at the employees. My personal favorite ending of his, was "If you have any questions, come see me for your final paycheck".

    People are mad that HE took away the jobs. They have every right to vent. The workers are smart enough not to let the anger affect them earning a living.

    If Greg and executive board were honest, the workers would never be in this position. I love hearing what has happened since I had left. I feel bad for the workers, but the stories I hear I'm not surprised to hear.

    This is justice to me. I hope Greg has a very hard time living the rest of his life, because made it hard for a lot of people to live theirs. Unfortunately, he is probably not sweating this and having a comfortable Christmas. God before country, right Greg!!!

    Anonymous said...

    Quit your cryin'Anonymous, 12/14/2006 8:08 AM
    Le-Nature's was Greg's company-unconditionally. The events that have been described happened over a period of time, years even - long enough for any employee to figure out what Greg was like.

    Why didn't these employees leave if they did not feel appreciated or were unhappy in the work environment? Why work for an unreasonable tyrant?

    Sounds to me like every employee rode this gravy train for as long as they could until it derailed.

    Anonymous said...

    Who's crying? Wow...have you seen the job market in Latrobe lately? Or in Pittsburgh for that matter.

    Some people stay because they have nowhere else to go, or they feel they have no choice. They'd rather get paid, than not. Greg knew this and took advantage of it. If you think people (vendors and lenders) should just sit back and get screwed just because he offered jobs, that isn't how it works.

    Sounds like you think the employees should be truly thankful to Greg, take Greg's punishments, and just shut up. Are you denying that Greg never did any of these things?

    I pray every day for the workers that they are able to get back on their feet. I also pray that Greg and gang get jail time for their actions and the pain that they caused the workers. I'm not one to wish bad on anyone, but these guys deserve it.

    Anonymous said...

    LeNature's was crazy...but I think many of us on the production floor had no clue how crazy it really was. It's unfortunate how it ended, especially since a lot of my coworkers really needed the job. We all complained, sure...but in many ways I think we stayed because we needed the money, and some of the experiences there weren't bad.

    I think Greg'll get his. It's coming to him, he's messed with people's lives, he's shown very little remorse, and what comes around goes around. I can't say that I'm going to be sorry about it. I can't say I won't be smiling either. I might even enjoy it.

    I wish everyone luck. LeNature's employed a good, hardworking team for the most part, and I hope they all find better, less volatile employment in the future. Things will get better for us.

    Anonymous said...

    Read Anonymous 12/12/06 2:39pm. Here you will find a very good example of "Spin." This time the "anonymous" poster tried to cover for the ignorance and arragance for one of his own or his cohorts post (anonymous 12/11/06 2:12pm) this time the poster takes a more subtle approach and attempts to make the employees feel as though they should be glad to be lied to and that they should be glad that they were lucky enough to have a job, (a job appartently paid for with borrowed money) in the Westmoreland County and surrounding areas. The poster forgets that unemployment across the board is at 4% which is quite low, thereby blowing his theory of Latrobe being a depressed area. The poster is using psychology when he tells us to focus on our future and not to bad mouth Le Nature's to a future employer because it would not make for a good appearance on their behalf. I say the future employer will already know about Le Nature's and I personally would be afraid of listing them as a past employer for fear of being associated with them! I have to believe that this poster is attempting to disguise himself as a displaced employee when if you read into it, you can tell that he is simply trying to difuse the anger that others have let out. He sites that some of these stories are hard to believe whereas I say the hard thing to believe is firms like Wychovia and H.K. Baum and associates did not do real due dillegence when investing in this company.

    True, in America one is considered innocent until proven guilty but I believe we all no the truth here and that depositions and indictments will be forthcoming.

    Remember, there is another way we try to do it in America as well. It's called the Golden Rule, we all know the Management tried to hide behind God and use his name for their purposes and gain. So it appears Mr. Poster that we have a stale mate here, doesn't it? Your attage for mine?

    You can spin it any way you want. It is what it is, and it's over! Let the trials begin.

    Anonymous said...

    I worked here till the end. I knew from the begining something wasn't right. but I needed a paycheck. I had hoped somehow someone would buy us out and rid us of the podlucky's.Believe me, the evil things mentioned in these postings are for the most part true.And some things that have not been mentioned.G.P., wether you are ever found guilty of any wrong doings is yet to be determined, but you will have to answer to God someday.I hope you someday realize the hardship you have placed on alot of good people and there families!!

    Anonymous said...

    well i would like to reply to 12/11/06 2:12pm..if you don't know much about this situation..then you should just shut up..i can spell..and if you can read..go fuck yourself..i'm betting your one of the ones behind all this..maybe even greg himself..or the little bastard johnath..if so..just sign your name..i will to..then we can talk about grammer over coffee..before i floor you..so hows my spelling now bitch?

    Anonymous said...

    12/14/2006 10:10PM:

    You sound like the kind of guy that is going to "floor" somebody. The kind of spineless fuck that can talk all kind of shit after you get canned (probably by Kroll, not the "evil" Podlucky regime) but cannot even sign your name to an Internet blog. Are you still afraid? Are you still a spineless pussy? Until I posted on 12/11 this pathetic Podlucky-bashing blog received 20 comments; since then it has received 36. I can only say that I am a former employee from many, many years ago when LNI was just starting up (more blood, sweat, tears from Greg Podlucky than any of you people will ever know because that does not make for good news). I never had the opportunity to work with Jonathan so I cannot comment on his personality or employment tactics. In any case, I am currently serving the United States in Iraq so I doubt I will be able to accomodate your "flooring" anytime soon but if you would be so kind as to leave me your name I will meet you for coffee when I get back!

    Anonymous said...

    to 12/14/06.at 11:00..your the little fag that got fired for not showing up to work..i know who you are..so next time i run into you..you can run your mouth then..because this is one battle you will lose..you just tell me when and where..you must of been sucking off manny because you to are alike..all mouth no game..or maybe greg was using his sex toys on you..you always did sound like a little bitch..

    Anonymous said...

    As an Ex_employee of Le'Natures..The thing we should be doing is getting a petition together signed by all the employees hurt by The Podluckys and his cohorts..And sent to the court he is tried in..just so the pesiding judge in his case can take into account all the people he hurt..If we don't band together now they will think that he didn't hurt anyone so he should be given a lighter judgement..And we all know how bad he and the rest were..

    Anonymous said...

    to who wrote on 12/17/06 at 7:06.im behind you lets do this,but how?or where can we all meet?lets not let this fuccccccccccccccccck get away with what he did to are lives.lets make sure bubba gets them all.

    Anonymous said...

    comon guys /girls,you have it in you ,to see that word gets out, of how he treated us.and to not let him or them,get away with it.lets stick together,let them know courts,that where still here,we'er not going away.lets stick together,lets help get them.miss you all,lets fight.

    Anonymous said...

    (For GREG PODLUCKY)
    Greg,shame on you, all that time you had everyone at the church fooled. Didn't you now God knew what you were doing? Don't you know that when you treat another human being badly you treat Christ badly? Did you even care? I'll pray for you so that you will see the error of your ways. You will ask God for forgiveness as well as apologize to all the people you misteated and disrespected.

    Anonymous said...

    If you know Greg, GOD will get forgiveness from him, but forget about the apology to everyone else. Unless the church was just a cover for him to do no wrong, which I expect. He does what's best for himself and could care less about anybody else, he's shown that all too well.

    Here's to hoping that they slap him with some charges on Christmas Eve...I wonder if the courts sent him an email threatening him with that!!!

    Anonymous said...

    Imagine, a company that was built on paper. Workers hired and fired for the purpose of exhibiting an actual functional workplace. Employees producing product that would eventually end up as waste in a warehouse or dumped in a place far away from the physical plant. The arrogance and ego that came from money that wasn't even earned rather borrowed based upon the numbers of that paper company. In the begining it was millions, then tens of millions, then hundreds of millions, almost a billion. Banks, venture funds, then Wall Street. What a wild ride!
    Imagine if they would have used their powers for Good rather than that of Evil. Then again, the Love of money is the root of evil.

    Anonymous said...

    Hey 12/12/2006 2:39 PM...We all know that's YOU Jonathan. How can you sleep at night knowing you were so instrumental in ruining HUNDREDS of lives? Shame on each and every one of your so-called "executive committee" members.

    Anonymous said...

    Root of all evil...Podluckys and the executive board. There is a right way to run a company and then there was Le-Natures.

    Threats and micro-managing are no way to inspire company workers. An inspiring story is how Home Depot got things done. There was an active relationship with the employees, vendors, and such. Not at Le-Natures. People weren't around long enough to make those connections. The Podluckys and executive board were above everyone -- employees, vendors, and customers -- and they let it be known.

    The demise of Le-Natures was at the Podluckys and the executive boards own doing, not the workers.

    Unfortunately, a petition of hurt former employees will only help against the character of Podlucky and the exec board. They will be tried for their fraud against vendors and lenders, not on the fact that the bunch of them are asses.

    Anonymous said...

    Yes, the LOVE of money is the root of all evil, and these people apparently LUSTED after it!. The thing most of you have to understand and accept is that LeNature's was not a real company. Meaning that although it produced a little bit of product that eventually hit the retail market, that was only because it had to in order to fit the model of a functioning company with an acutal building, employees, and product. Without those things, the accounting could not have been produced to present what appeared to be glowing financial statements which facilitated the ability to borrow money in which the "company" could use to live and live rather extravagantly. Then build expansion projects in order to reaffirm to various lenders that the company was indeed growing. Contracting marketing agencies only furthured the name of the company and did very little to sell the product. Again, it is my belief that the company was never set up to be a company that was seeking to turn a profit, instead it was set up to manufacture loans and investments which could be used to live high off the hog which is evidenced by the homes, diamonds, jewels, and watches that were kept hidden. This company's product was borrowing, not teas. Again, soley my opinion but I don't believe they ever ment to run a legitimate company, so there should be no "if's" as in if the Podlucky's would have run it this way or that way we would have survived, or if the board would have done this or that this company would have worked. It simply wasn't to be a real company.
    The micro managing had to be done to keep the "company" under wraps and tight so that the production of money borrowing could continue and that no outsiders would infiltrate the company to upset the boat. Again, they were controlling what I feel blogger 12/19/06 2:42 describes as a "paper company" which means a company built on financial statements and not actual sales. Sadly the people who worked there not knowing anything did so in good faith and lived their lives, paid their car payments, mortgages, rent, and living expenses based on what they thought was a good thing. Unfortunatley innocent people are hurt, families are stressed, and lives are in turmoil. Why? because of a company that was never really met to be profitable, instead it was met to borrow money and in this case it appears...borrowed time. Just one person's opinion.

    Anonymous said...

    I have been following this story in the papers and on this site. However, one thing i have not heard anyone mention is body guards. Why would this man have a body guard?

    Anonymous said...

    To call jeff teacher a body guard disgraces the profession.After all he was gregs puppet.To stupid to know any better.He's not the only one that got rid of key evidence..diane,cris c,even fred he was there ten years .The list goes on.just why is it taking them this long to arrest each and eveyone of them?

    Anonymous said...

    It's not taking so long to arrest them, it just seems that way. This is a federal case that involves many different areas and goes much further than alot of people know or imagine. When something like this happens in todays age (in light of Enron, Adelphia, etc) the Feds want to make sure they gather as many facts as possible and build a case that will ultimately punish the wrongdoer(s)to the maximun allowed by law. This particular case gets more and more crazy by the day, so there truly is a lot of work to be done in order to make sure that the wrongdoer(s) do not slip through the cracks. Just watch as this case continues, you will see and hear things you never thought of.

    Anonymous said...

    I heard that this is worse than Enron, but because of the smaller scale it won't get the coverage it really should.

    Some say that this will be in law textbooks to study for years to come.

    There you go Greg...you will be immoratalized.

    Anonymous said...

    True, the case will be documented and studied in law schools and accounting classes around the USA. The differance between LeNature's and Enron is that Enron was actually a real company that was profitable whereas LeNature's is believed to be set up to act like a company, look like a company, and borrow money like a crazed company, but was never met to be a true company seeking to grow and profit from actual day to day business. I hope the committee doesn't get residules on the text books!

    Anonymous said...

    I don't think they would be able to collect residuals on historical and factual information. What is the maximum penalty they are looking at (and most of us are hoping for)?

    Anonymous said...

    Another little bit on how religious Greg WAS is the symbols on the bottles.one for his deceased daughter one for his brother thats also passed.even one for his father.to honor them.Way to go Greg nothing was sacred to you but the almighty dollar.you managed to even drag the dead down with you.you should be real proud of yourself greg during these blessed days.

    Anonymous said...

    What does everyone think Jonathan's role was in this mess? Do you think he'll get indicted also?

    Anonymous said...

    An earlier post referred to Bob L. already working for another company. Who would want to hire him with this scandal looming over his head? I would think the company that hired him, (if they really did) would not want to associate itself with such a person for fear of being investigated itself or losing their credibility.

    Anonymous said...

    I was thinking the same thing. I was also thinking a person friend hired him presuming the "innocent until proven guilty". I thought Bob was the most reasonable one in the bunch and I honestly hope he was not as involved in this. He didn't come across nearly as dishonest as the rest.

    Anonymous said...

    Nearly as dishonest doesn't sound like Honest. You are either honest or you are not. That's like saying "he didn't beat the guy up too bad." Well, the guy is still beat up is he not?

    Anonymous said...

    What about the CFO, David Getsick? What was his role in this debacle? Why aren't we hearing about him?

    Bob Lynne reasonable? Person who wrote this must never have worked with the man or heard him speak....every word out of his mouth was a lie. Man lived in a world of make pretend where all of his lies are truth..must have been totally delusional to have thought for a minute that anyone with a brain bought his far-fetched tales...

    Wonder if any of these former officers spoke at the deposition this past Thursday?

    Wonder if Bob or David will try to plea bargin first? If anyone turns on the Podluckys and Drew Murine, it will be one of them.

    Anonymous said...

    did anyone here anything about the hearing?why are we being kept in the dark on whats going on,we have all rights to know,after all look what he did to all of us,i still can't believe this happend.have a nice christmas.even though its hard.

    Anonymous said...

    I did not see anything in the paper about thursdays hearing.Did anyone hear anything?

    Anonymous said...

    You won't Hear anything about thursdays Deposition.thats just for the attorneys.one has to order it.most likley one of the creditors.or more.its explained looking up depositions.but it can be used at a later time to discredit him if he is found lying.which he will..he did for 15 years now.Greg,johnathn ,drew and bob lynn.you are the lowest form of a human being there is.none even come close to all of you.hope your christmases are as good as the 200+workers you fucked.

    Anonymous said...

    why is johnathn still running free..he's on probation for two DUI's..isn't that a violation? no more crimes?.well maybe there should be a few calls to the DA's office.and now to Mr Barry Dwire the wanna be Soldier..I'll Be HAPPY TO GIVE UP MY NAME.If your willing to take an ass BEATING for those CLOWNS..Then i'll Be HAPPY TO OBLIGE YOU..goes FOR GREG JOHNATHN.DREW AND you BOB..Missed you by a second once..i'll be more then willing to do the time.shame i'll do more and harder time.but i'm willing ..See you soon guys

    Anonymous said...

    Ron&Ray,
    everyone knows the comments about mixing room workers are comming from you! we all are mad about what has happend to us.
    let's stick together instead of throwing stones at each other! unlike G.P.we should believe in God!and know that any wrong doing by any of these people will be given back to them!
    all we can do is hope our lives will be given back to us! don't forget greg & his gang did this to us,not our former co-workers!

    Anonymous said...

    I would like to talk about things that happend while i worked there.
    Instead of throwing stones like 12/26/06 9:45am said.Like when greg&bodyguard would get on the radio's everyone carried and threatend things like no raises because,your department wasn't clean enough outside.or when someone parked their motorbike whithin 20 ft of his mercedez. he threatend to put it in the dumster .these are just a few! If anyone has more please send them to show other people what they were like!

    Anonymous said...

    Does anyone know more about Drew Murin's imvolvement?

    Anonymous said...

    I have to believe that the upper level committe's involvement goes as far as the commander's did. There doesn't seem to be any way they couldn't recognize that 2+2 dosen't equal 5 (no matter how dumb some of them were). Especially those there from the begining.

    Anonymous said...

    the one thing funny in all this.Greg and johnathn didn't even drink there own product.they drank propel water and lipton ice tea.very seldom they took it for home.only if they had a party they served it to company.what a joke they are.all of them

    Anonymous said...

    To all, please draw a Star of David in a circle!

    Anonymous said...

    OK, how would anyone know that Greg/Jonathan only served the product to company unless they were also at their homes for parties or day-to-day activities...like cleaning?

    Anonymous said...

    What does the law provide for when someone admits to knowing about possible illegal activity and not reporting such for the sake of employment?

    Anonymous said...

    What does libel mean? Is it protected under the shroud of freedom of speech?

    Anonymous said...

    anonymous from 9/26/06 at 9:11 way to 9:35.You must be a Podlucky..thinking people are fearing of being sued.your the only people i've read how sue happy you are.and no.could be anyone..not just a cleaner a friend that does dislikes how you treated people.

    Anonymous said...

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Anonymous said...

    To 10:03, I doubt the Pods would care at this point, just giving you all a warning.

    Anonymous said...

    What are you talking about..if your not a podlucky..whats it any bussiness of yours what these people say.matter of fact.can you prove there not telling the truth?Who cares what he had at a party.there concerned about the jobs they lost

    Anonymous said...

    Is there anonymity here?

    Anonymous said...

    One way to find out.sue me.but like you said.your to busy getting your ass out of this one.

    Anonymous said...

    We got ya, Jay!

    Anonymous said...

    Only thing you have is your dick in your hand..hahahahahaha

    Anonymous said...

    $9MM vs. $200K? What's going on? The price of bottle water has increased 33% in four weeks? What's going on?

    Anonymous said...

    This is fun..no the price of an Attorney to put them away has.only cost $200.000 thousand to run the place.the rest to find the money thats hidden.spend a few million to find 750 million.thats why you can say what you want..i hope you do come after me..was not your money anyways.

    Anonymous said...

    IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    IN AND FOR NEW CASTLE COUNTY
    GEORGE K. BAUM CAPITAL PARTNERS, )
    L.P., GEORGE K. BAUM EMPLOYEE EQUITY )
    FUND, L.P., and SW PELHAM FUND, L.P. )
    )
    Plaintiffs, )
    )
    v. ) Civil Action No. 2158-N
    )
    LE-NATURE’S, INC., f/k/a GLOBAL )
    BEVERAGE SYSTEMS, INC., GREGORY J. )
    PODLUCKY, ANDREW MURIN, ROBERT B. )
    LYNN, and JONATHAN E. PODLUCKY, )
    )
    Defendants. )

    DEFENDANTS’ MOTION TO DISMISS
    THE VERIFIED COMPLAINT

    Defendants Le-Nature’s, Inc., f/k/a Global Beverage Systems, Inc. (the “Company”), Gregory J. Podlucky, Andrew Murin, Robert B. Lynn, and Jonathan E. Podlucky hereby move to dismiss Plaintiffs’ Verified Complaint pursuant to Court of Chancery Rule 12(b)(6) for failure to state a claim upon which relief may be granted on the following grounds:
    (1) Because Plaintiffs’ purported right to sell the Company does not arise until October 1, 2006 under the Stockholders’ Agreement, Plaintiffs’ Fourth Cause of Action for Breach of Contract/Sale Rights is not ripe for determination;
    (2) Because Plaintiffs’ allegations of breach of purported Revlon duties rely upon events that occurred before the board’s Revlon duties first arose on April 19, 2006, and their allegations of breach after April 19, 2006 rely upon Plaintiffs’ unripe purported contractual right to sell the Company, Plaintiffs have failed to aver sufficient allegations of breach to support their claim for breach of Revlon duties in the Second Cause of Action; and
    (3) Because Plaintiffs have failed to set forth allegations concerning the factors necessary to support the appointment of a custodian or receiver under 8 Del. C. § 226, or fraud or gross mismanagement under Andreae v. Andreae, 1992 WL 43924, at *9 (Del. Ch. March 3, 1992), Plaintiffs have failed to state a claim for Appointment of Custodian/Receiver in their Seventh Cause of Action.
    Defendants also move to dismiss Plaintiffs’ waste claim in the Fifth Cause of Action under Court of Chancery Rules 12(b)(6) and 23.1. Plaintiffs’ waste claim is a derivative claim, for which Plaintiffs have failed to even aver the legal elements necessary to support a claim of waste, and have also failed to state with particularity facts in support of the legal elements to their waste claim.
    The grounds for this Motion will be set forth in greater detail in briefs to be filed in support of this Motion pursuant to a schedule agreed to by the parties or as otherwise ordered by the Court.


    Dated: May 25, 2006 Respectfully submitted,


    /s/ Albert H. Manwaring, IV
    Albert H. Manwaring, IV (#4339)
    Thomas H. Kovach (#3964)
    Phillip T. Mellet (#4741)
    PEPPER HAMILTON LLP
    1313 Market Street, Suite 5100
    P.O. Box 1709
    Wilmington, DE 19899-1709
    Telephone: (302) 777-6500
    Facsimile: (302) 421-8390

    Attorneys for the Defendants
    Le-Nature’s Inc., f/k/a Global Beverage Systems, Inc., Gregory J. Podlucky, Andrew Murin, Robert B. Lynn, and Jonathan E. Podlucky

    CERTIFICATE OF SERVICE

    I hereby certify that on May 25, 2006, a copy of the Defendants’ Motion to Dismiss the Verified Complaint, Notice of Motion, and proposed Order was served electronically upon the following counsel of record via LexisNexis File and Serve:

    Anthony W. Clark, Esq.
    SKADDEN ARPS SLATE MEAGHER & FLOM LLP
    One Rodney Square
    P.O. Box 636
    Wilmington, DE 19899

    Attorneys for Plaintiffs



    /s/ Albert H. Manwaring, IV
    Albert H. Manwaring, IV (#4339)

    IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    IN AND FOR NEW CASTLE COUNTY
    GEORGE K. BAUM CAPITAL PARTNERS, )
    L.P., GEORGE K. BAUM EMPLOYEE EQUITY )
    FUND, L.P., and SW PELHAM FUND, L.P. )
    )
    Plaintiffs, )
    )
    v. ) Civil Action No. 2158-N
    )
    LE-NATURE’S, INC., f/k/a GLOBAL )
    BEVERAGE SYSTEMS, INC., GREGORY J. )
    PODLUCKY, ANDREW MURIN, ROBERT B. )
    LYNN, and JONATHAN E. PODLUCKY, )
    )
    Defendants. )

    NOTICE OF MOTION
    TO: Anthony W. Clark, Esq.
    SKADDEN ARPS SLATE MEAGHER & FLOM LLP
    One Rodney Square, P.O. Box 636
    Wilmington, DE 19899
    Attorneys for Plaintiffs

    PLEASE TAKE NOTICE that the attached Defendants’ Motion to Dismiss the Verified Complaint will be presented to the Court at the earliest convenience of the Court and Counsel.
    Dated: May 25, 2006 /s/ Albert H. Manwaring, IV
    Albert H. Manwaring, IV (#4339)
    Thomas H. Kovach (#3964)
    Phillip T. Mellet (#4741)
    PEPPER HAMILTON LLP
    1313 Market Street, Suite 5100
    P.O. Box 1709
    Wilmington, DE 19899-1709
    Telephone: (302) 777-6500

    Attorneys for the Defendants
    Le-Nature’s Inc., f/k/a Global Beverage Systems, Inc., Gregory J. Podlucky, Andrew Murin, Robert B. Lynn, and Jonathan E. Podlucky

    IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    IN AND FOR NEW CASTLE COUNTY
    GEORGE K. BAUM CAPITAL PARTNERS, )
    L.P., GEORGE K. BAUM EMPLOYEE EQUITY )
    FUND, L.P., and SW PELHAM FUND, L.P. )
    )
    Plaintiffs, )
    )
    v. ) Civil Action No. 2158-N
    )
    LE-NATURE’S, INC., f/k/a GLOBAL )
    BEVERAGE SYSTEMS, INC., GREGORY J. )
    PODLUCKY, ANDREW MURIN, ROBERT B. )
    LYNN, and JONATHAN E. PODLUCKY, )
    )
    Defendants. )

    ORDER
    AND NOW, this _____ day of _______________, 2006, upon consideration of Defendants’ Motion to Dismiss Plaintiffs’ Verified Complaint, and Plaintiffs’ opposition thereto, it is hereby ORDERED that Defendants’ Motion to Dismiss is GRANTED, and that the Second, Fourth, Fifth, and Seventh Causes of Action of the Verified Complaint are DISMISSED WITH PREJUDICE.

    __________________________________
    Vice Chancellor Leo E. Strine, Jr.

    Anonymous said...

    IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    IN AND FOR NEW CASTLE COUNTY
    GEORGE K. BAUM CAPITAL PARTNERS, :
    L.P., GEORGE K. BAUM EMPLOYEE EQUITY :
    FUND, L.P., and SW PELHAM FUND, L.P., :
    :
    Plaintiffs, :
    :
    v. : Civil Action No. 2158-N
    :
    BEVERAGE SYSTEMS, INC., GREGORY J. :
    PODLUCKY, ANDREW MURIN, ROBERT B. :
    LYNN and JONATHAN E. PODLUCKY, :
    :
    Defendants. :

    DEFENDANTS’ ANSWERS TO PLAINTIFFS’ FIRST SET OF INTERROGATORIES
    Pursuant to Rule 33 of the Court of Chancery Rules, Defendants Le-Nature’s, Inc., f/k/a Global Beverage Systems, Inc., (the “Company”), Gregory J. Podlucky, Andrew Murin, Robert B. Lynn, and Jonathan E. Podlucky, (collectively, the “Defendants”), hereby answer and object to Plaintiffs’ First Set of Interrogatories as follows:
    GENERAL OBJECTIONS
    A. Defendants object to these Interrogatories to the extent they are overly broad, unduly burdensome, and are not reasonably calculated to lead to the discovery of admissible evidence.
    B. Defendants object to the Interrogatories to the extent they seek information protected from disclosure by the Court of Chancery Rules concerning trial-preparation materials, the work-product doctrine, the attorney-client privilege, and any other applicable privilege. Any disclosure of privileged information is inadvertent and does not constitute a waiver of any applicable privilege(s). Defendants will construe the Interrogatories as not calling for trial-preparation materials or privileged information.
    C. Defendants object to the Interrogatories to the extent that they seek information not within the legal possession, custody, or control of Defendants and/or already in the possession of Plaintiffs, and/or in the public record, which is equally available to Plaintiffs, and/or information that could be sought from some other source in a more convenient, less burdensome, and less expensive manner.
    D. Defendants object to the Interrogatories to the extent that the burden or expense of the proposed discovery outweighs its likely benefit, taking into account the needs of the case, the amount in controversy, the parties’ resources, and the importance of the proposed discovery in resolving the issues.
    E. Defendants object to the Interrogatories to the extent that they seek, without the entry of an appropriate form of protective order, proprietary, confidential, competitive, or other sensitive, nonpublic information that is privileged.
    F. Defendants object to the Interrogatories to the extent that they purport to require the creation of any documents on the grounds that they seek to impose obligations beyond those established by the Court of Chancery Rules.
    G. Defendants object to the Interrogatories to the extent that they purport to impose obligations that exceed or are inconsistent with those required by the Court of Chancery Rules.
    H. Defendants object to these Interrogatories and to the “Definitions” and “Instructions” to the extent they purport to impose requirements that in any way exceed those set forth in the Court of Chancery Rules.
    I. Defendants reserves the right to raise additional objections as may be appropriate upon further investigation and review of the requested information, and to supplement their answers in accordance with the Court of Chancery Rules, if necessary.
    J. These General Objections apply to each and every Interrogatory regardless of whether the particular Response so mentions.
    K. The word usage and sentence structure used herein may be that of the attorney assisting in the preparation of these responses and thus do no purport to be the precise language of Defendants.

    INTERROGATORIES
    INTERROGATORY NO. 1.
    Identify the person or persons primarily responsible for preparing, and each other person or entity involved in the preparation of, your responses to the Discovery Requests, and state the connection or affiliation of each such person to you and the role of such person in the preparation of your responses.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Andrew Murin, David Getzik and Gregory Podlucky.
    INTERROGATORY NO. 2.
    Identify and describe all facts known to you relating to the Southeastern Project, and identify all documents relating to such facts, as follows: (a) the Company’s decision to proceed with the Southeastern Project, including all studies, analyses, plans, budgets, projections, reports, advice, and discussions relating to such decision; (b) whether any approvals by the Board or plaintiffs for the Southeastern Project were required and, if so, how and when such approvals were obtained; (c) the status of the Southeastern Project, including without limitation, all communications between or among the Company and Krones, or persons or entities acting on behalf of such parties, relating to such status; (d) all expenditures incurred or anticipated in connection with the Southeastern Project (including for each the date, amount, counterparty, funding source and supporting documentation); (e) any and all advances, deposits and/or refunds made or issued in connection with the Southeastern Project (including the date, amount, counterparty, funding source and supporting documentation); (f) each and every communication between you and Wachovia relating to the Southeastern Project; (g) the impact of the Southeastern Project on the value and/or marketability of the Company, including the common stock of the Company; and (h) all contracts, agreements, commitments, and understandings relating to the Southeastern Project. Identify the person or persons on behalf of the Company who are most knowledgeable about each of the foregoing facts.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). Defendants further respond as follows: The Company decided to proceed with the Southeastern Project through its Board of Directors meeting on April 14, 2005. The decision was in response to pressure from the Company’s national retailer customers to provide just-in-time inventory and to avoid the difficulty the Company had encountered securing reliable and economical methods of transportation up and down the East Coast. The model the Company utilized for planning the Southeastern facility is the Company’s successful and award-winning Southwestern Facility. To date, the Company has placed five deposits totaling approximately $109,708,542 for equipment to be manufactured. Currently, the Company is in the process of arranging lease-back transactions with third-party lessors, who will purchase the equipment from the equipment manufacturers in return for the Company’s pledge to lease the equipment. The Company is also close to selecting a final location for the Southeast Facility. {Details on date, amount, funding source of deposits.} The Company is not aware of communications relating to Wachovia relating to the project. Le-Nature’s believes that the Southeast Project is critical for the Company to remain competitive on a national basis. Defendants identify the following individual(s) as having knowledge or information relating to Southeast Facility: {David Getzik, Andrew Murin, and Gregory Podlucky.}

    INTERROGATORY NO. 3.
    For each expenditure incurred to date in connection with the Southeastern Project, (a) state whether you contend that the Stockholders gave prior written consent to such expenditure, and (b) identify all documents comprising or relating to each such consent. Identify the person or persons on behalf of the Company who are most knowledgeable about the facts on which you base such contention.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). Defendants further respond that consent was obtained through its April 14, 2005 joint meeting between the Company’s Board of Directors and shareholders. Defendants identify the following individual(s) as having knowledge or information relating to the consent to proceed with the Southeastern project: {Andrew Murin, Gregory Podlucky, Jonathan Podlucky, Robert Lynn, Ford Bartholow, Venita Fields, Ruth Huet, William Thomas, and David Getzik.}

    INTERROGATORY NO. 4.
    For each expenditure incurred to date in connection with the Southeastern Project, (a) identify how such expense has been characterized in the Company’s books and records (including tax filings), (b) state whether you contend that such expenditure is or is not a capital expenditure incurred in the ordinary course of the Company’s business within the meaning of Section 3C(xi) of the SWP Stock Purchase Agreement, and the basis for such contention, and (c) identify all documents and communications upon which you rely for such contention, and the person at Le-Nature’s most knowledgeable about such facts.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). In accordance with Statement 13 of the Financial Accounting Standards Board (“FASB”), the Company structured the transactions as operating leases (instead of capital leases) under generally accepted accounting principles (“GAAP”), and not as a capital expenditure. The Company treats the equipment-lease payments as operating expenses, whereas a capital lease is classified as a liability and the related equipment is classified as an asset on the balance sheet and is depreciated on an elected schedule. In short, operating leases do not constitute capital expenditures under GAAP. Defendants identify the following individual(s) as having knowledge or information relating to the treatment of the Southeast expenditures: {David Getzik and Gregory Podlucky.}

    INTERROGATORY NO. 5.
    State your understanding of the meaning of the term “capital expenditure” as such term is used in Section 3C(xi) of the SWP Stock Purchase Agreement. Identify all documents and communications relating to or which support your understanding and the person or persons most knowledgeable about such facts.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Defendants respond that the term capital expenditures has the meaning afforded under GAAP. {Anything more specific, Dave?} Defendants identify the following individual(s) as having knowledge or information relating to interpretation of capital expenditure: {David Getzik}.


    INTERROGATORY NO. 6.
    State your understanding of the meaning of the phrase “ordinary course of business” as such phrase is used in Section 3C(xi) of the SWP Stock Purchase Agreement. Identify all documents and communications relating to or which support your understanding and the person or persons most knowledgeable about such facts.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Defendants respond that the phrase ordinary course of business has the meaning afforded under GAAP relating to the ordinary operations of the Company. {Anything more specific, Dave?} Defendants identify the following individual(s) as having knowledge or information relating to the interpretation of the ordinary course of business: {David Getzik, Gregory Podlucky.}

    INTERROGATORY NO. 7.
    Identify all documents and communications which contain any analysis or discussion of the Stockholders’ Prior Approval Right and the person or persons most knowledgeable about the same.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Defendants respond that they are not aware of any such documentation containing an analysis or discussion. To the extent that the relevant documents and agreements speak for themselves, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). Defendants reserve the right to supplement this Response.

    INTERROGATORY NO. 8.
    Identify all documents and communications which contain any analysis or discussion of any right that the Stockholders (other than the Prior Approval Right) may have under any agreement with the Company or its stockholders or under the Company’s Organizational Documents and the person or persons most knowledgeable about the same.
    ANSWER: See General Objections. Defendants further object to this Interrogatory as it is overbroad and unduly burdensome and on the grounds that it calls for information that is neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiver of the foregoing objections, Defendants respond that they are not aware of such documents relating to the sale rights or information rights in such agreements with the Company.
    INTERROGATORY NO. 9.
    Identify all documents and communications that are responsive to the Demand and the person or persons most knowledgeable about the same.
    ANSWER: See General Objections. Defendants object to this Request, as it is duplicative of a prior request for information from Plaintiffs, to which the Company already responded. Defendants further object to this Interrogatory as it is overbroad and unduly burdensome and on the grounds that it calls for information that is neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. Defendants identify the following individual(s) as having knowledge or information relating to the Demand: {David Getzik, Gregory Podlucky}.

    INTERROGATORY NO. 10.
    Identify and describe all facts known to you relating to the Sale Process, and identify all documents and communications relating to such facts, as follows: (a) the basis for commencing the Sale Process; (b) the basis for initially limiting the group of potential Transaction parties to strategic buyers; (c) the basis for subsequently expanding such group to include financial buyers; (d) the basis for refusing or failing to provide full and complete information in response to specific requests from potential Transaction parties; (e) the assessment, analysis, evaluation, consideration or response by management, the Board or third parties of or to each and every offer or expression of interest in a Transaction that has been received during the Sale Process; (f) all internal or third party analyses, reports, studies, plans, notes, projections, marketing or promotional materials relating to the Sale Process; (g) the decision by the Board of Directors on April 19, 2006 to continue the Sale Process through the end of 2006; (h) all offers that you have made to the Stockholders to purchase their interests in the Company; and (i) all actions that you intend to take during the Sale Process to maximize value to the Stockholders.
    ANSWER: See General Objections. Defendants further object to this Interrogatory as it is overbroad and unduly burdensome and on the grounds that it calls for information that is neither relevant nor reasonably calculated to lead to the discovery of admissible evidence and information protected by work product privilege. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). Defendants further respond that on April 19, 2006, the Company desired to initiate and test the market as to the value of the Company. The Company did not initially limit the group of potential Transaction parties to strategic buyers nor did it subsequently expand such group to include financial buyers. In addition, the Company provided complete information within its possession, custody and control. Although it did not provide IRI data, the Company did not have any such data, as it did not subscribe to the costly service required to obtain such IRI data. Thus, the Company had no rights to any such IRI data, if such data existed. Management made presentations, provided answers and information relating to data requests (with the exception of the unavailable IRI data), and cooperated with potentially interested entities. Management of the Company even created a virtual data room for responding to inquiries from interested entities.

    INTERROGATORY NO. 11.
    Identify each and every document and communication relating to any public offering for the Company that management or the Board has attempted, explored, planned, discussed, contemplated or otherwise considered.
    ANSWER: See General Objections. Defendants further object to this Interrogatory as it is overbroad and unduly burdensome and on the grounds that it calls for information that is neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiver of the foregoing objections, the Company is not aware of any such offering or documents.

    INTERROGATORY NO. 12.
    Identify and describe (a) each matter presented for approval to the Board during the April 14, 2005 meeting of the Board, (b) the vote cast by each Board member on each such matter, (c) the basis for each vote that you cast during such meeting, (d) the process by which minutes of such meeting were prepared, revised, circulated, approved, and/or entered in the books and records of the Company or the Board; and (e) identify all revisions, changes or modifications that have been made to such minutes after Gregory J. Podlucky circulated the same to members of the Board of Directors via email on June 12, 2005, the person that made each such revision, change or modification, and the reason for the same.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). {The minutes were drafted, circulated, and revised to accurately reflect the discussions of the Board of Directors at the April 14, 2005 meeting and were attached to Defendant’s Answering Brief. How prepared? Who revised?}.

    INTERROGATORY NO. 13.
    Identify and describe (a) each matter presented for approval to the Board during the December 21, 2005 meeting of the Board, (b) the vote cast by each Board member on each such matter, (c) the basis for each vote that you cast during such meeting, (d) the process by which minutes of such meeting were prepared, revised, circulated, approved, and/or entered in the books and records of the Company or the Board; and (e) identify all revisions, changes or modifications that have been made to such minutes after the same were circulated to any members of the Board of Directors, the person that made each such revision, change or modification, and the reason for the same.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). {Who prepared/circulated? Any revisions?}.

    INTERROGATORY NO. 14.
    Identify and describe (a) each matter presented for approval to the Board during the April 19, 2006 meeting of the Board, (b) the vote cast by each Board member on each matter, (c) the basis for each vote that you cast during such meeting, (d) the process by which minutes of such meeting were prepared, revised, circulated, approved, and/or entered in the books and records of the Company or the Board; and (e) identify all revisions, changes or modifications that have been made to such minutes after the same were circulated to any members of the Board of Directors, the person that made each such revision, change or modification, and the reason for the same.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). {Who prepared/circulated? Any revisions?}.

    INTERROGATORY NO. 15.
    For each meeting of or action taken by the Board, identify (a) the attendees or persons participating (b) the notice of such meeting or action; (c) the meeting agenda, if any; (d) all notes, recordings, transcripts, documents or communications reflecting the proceedings of the meeting or action; (e) the person or persons acting as secretary for the meeting; (f) all notes taken by such person during the meeting; (g) all documents and communications in respect of the preparation and approval of minutes of such meeting, resolutions, consents or other actions taken; (h) any facts known to you concerning the alteration, modification, revision or amendment of any minutes, resolutions, consents or other Board actions after the same were transmitted to the Stockholders; and (i) and the person or persons most knowledgeable about each of the foregoing.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. [too broad—no time limit] Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). Defendants identify the following individual(s) as having knowledge or information relating to the consent Board of Director’s meetings. {Andrew Murin, Gregory Podlucky, Jonathan Podlucky, Robert Lynn, Ford Bartholow, Venita Fields, Ruth Huet, and David Getzik.}
    INTERROGATORY NO. 16.
    Identify each and every document and communication relating to any contract, agreement, negotiation or understanding between you and Krones.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome, on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence and it is duplicative of a prior request for information from Plaintiffs, to which the Company already responded. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d).
    [too broad—no time limit]
    INTERROGATORY NO. 17.
    Identify each and every document and communication relating to any contract, agreement, negotiation or understanding between you and Pollinger.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome, on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence and it is duplicative of a prior request for information from Plaintiffs, to which the Company already responded. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d).
    {too broad—no time limit}

    INTERROGATORY NO. 18.
    With respect to each and every advance, deposit or prepayment made by the Company in connection with its Phoenix, Arizona production facility, identify (a) the terms pursuant to which such payment was made; (b) whether such payment has been refunded or returned to the Company, and if so, how it has been applied by the Company; (c) the manner in which such payment is recorded among the Company’s books and records (including tax filings); and (d) for each such advance, deposit or prepayment that has not been refunded to the Company, the date on and circumstances under which the Company expects such refund to occur. Identify the person or persons most knowledgeable about the foregoing facts.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence.
    Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d). In accordance with Statement 13 of the FASB, the Company structured the deposits as {???} under GAAP. {Additional information on refunds?} Defendants identify the following individual(s) as having knowledge or information relating to Southeast Facility: {David Getzik, Andrew Murin, Gregory Podlucky.}

    INTERROGATORY NO. 19.
    Identify each and every document and communication relating to the financing or refinancing of equipment related to or located at the Company’s Phoenix, Arizona production facility, including all deposits and fees relating to such equipment.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d).

    INTERROGATORY NO. 20.
    Identify each and every document and communication relating to any offer by you to purchase the Stockholders’ interests in the Company. Explain the basis for each such offer, the valuation or calculations of value that you employed in formulating such offer, and the reason that such offer was made.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome, it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence, and it calls for information protected from disclosure.
    INTERROGATORY NO. 21.
    Identify each and every appraisal or valuation of the Company, its stock, or assets, and all documents and communications relating to such appraisals or valuations. Identify the person or persons most knowledgeable about the same.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. {Subject to and without waiver of the foregoing objections, Defendants refer to their production of documents pursuant to Court of Chancery Rule 33(d).}
    INTERROGATORY NO. 22.
    State whether you contend that the Stockholders will not have the right, as of October 1, 2006, to initiate a sale of the company pursuant to Section 8 of the Stockholders Agreement. If you so contend, identify all facts known to you which support such contention, all documents upon which you rely for such contention, all communications upon which you rely for such contention, and the person at Le-Nature’s most knowledgeable about such facts.
    ANSWER: See General Objections. Defendants do not so contend.

    INTERROGATORY NO. 23.
    State whether you contend that the Stockholders will not have the right, as of October 1, 2006, to control membership on the Board pursuant to Section 8 of the Stockholders Agreement. If you so contend, identify all facts known to you which support such contention, all documents upon which you rely for such contention, all communications upon which you rely for such contention, and the person at Le-Nature’s most knowledgeable about such facts.
    ANSWER: See General Objections. Defendants further object on the grounds that the Interrogatory is vague and ambiguous and calls for a legal conclusion. Subject to and without waiver of the foregoing objections, {Defendants respond that Section 8 of the Stockholders Agreement provides rights to 60% Investors to provide notice the Company of their desire to initiate a sale of the Company. After such notice, the Company and its shareholders must take all reasonable actions to assist in the sale of the Company and, under certain conditions, remove any member of the Board.}
    INTERROGATORY NO. 24.
    Identify and describe all facts known to you, and identify all documents and communications relating to such facts, relating to (a) any financial or other involvement that the Company may have in or with the planning, development, ownership, financing, construction, completion or use of a non-denominational church, educational facility and/or and conference center in Ligonier Township, Pennsylvania (the “Church”); (b) the current status of the construction of the Church; and (c) the source(s) of funds for the development and construction of the Church. Identify the person or persons most knowledgeable about such facts.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence. In addition, Defendants object as Plaintiffs have failed to aver the necessary legal elements of waste and fail to state with particularity facts in support of a waste claim. Subject to and without waiver of the foregoing objections, the Company {does not have direct financial involvement with the Church. {true???}

    INTERROGATORY NO. 25.
    Identify (a) each and every lawsuit, arbitration, mediation, or regulatory proceeding that you are or have been a party to; and (b) each and every instance in which you have given sworn testimony of any kind. Identify any and all transcripts of such testimony.
    ANSWER: See General Objections. Defendants further object to this request as it is overbroad and unduly burdensome and on the grounds that it calls for documents that are neither relevant nor reasonably calculated to lead to the discovery of admissible evidence.

    INTERROGATORY NO. 26.
    Provide the name, address, occupation, and field of specialization of each individual whom you have retained as an expert and/or intend to call as an expert witness at the trial of this matter. Provide the curriculum vitae for any expert identified, and identify all documents given to or received from any expert and all communications with such expert.
    ANSWER: See General Objections. {The Company has not yet retained its expert(s). Defendants reserve the right to supplement this Response.}
    INTERROGATORY NO. 27.
    Identify each witness that you expect to call and the substance of such person’s anticipated testimony, and each document or exhibit that you intend to use or offer into evidence, at any hearing or the trial in this matter.
    ANSWER: See General Objections. {The Company has not yet identified its witnesses. Subject to and without waiver of the foregoing objections, Defendants identify the following anticipated witnesses: {Andrew Murin, Gregory Podlucky, Jonathan Podlucky, Robert Lynn, David Getzik, Robert Seery (STAR), and Andrew Glashow (STAR).}
    Defendants reserve the right to supplement this Response.

    INTERROGATORY NO. 28.
    For each allegation of the Complaint that you do not admit, state the factual basis for your position, identify all documents and communications relating to such facts, and identify the person or persons most knowledgeable about such facts.
    ANSWER: See General Objections. Subject to and without waiver of the foregoing objections, Defendants have not yet answered the Complaint.
    Defendants reserve the right to supplement this Response.

    Dated: May 23, 2006
    AS TO OBJECTIONS:



    /s/ Albert H. Manwaring, IV
    Albert H. Manwaring, IV (DE Bar No. 4339)
    Thomas H. Kovach (DE Bar No. 3964)
    PEPPER HAMILTON LLP
    Hercules Plaza, Suite 5100
    1313 N. Market Street
    P.O. Box 1709
    Wilmington, DE 19899-1709
    (302) 777-6500

    Attorney for Defendants

    Anonymous said...

    M E M O R A N D U M

    TO: Board of Directors of Le-Nature's, Inc.

    FROM: Albert H. Manwaring, IV
    Phillip T. Mellet

    DATE: August 24, 2006

    RE: Repurchase of Corporate Stock under Delaware General Corporation Law § 160


    I. Overview
    The purpose of this memorandum is to discuss relevant issues surrounding Le-Nature’s, Inc.’s (“Le-Nature’s or the “Company”) ongoing decision to repurchase for $281.5 million the stock held by two equity funds who also control three of the seven seats of the Company’s board of directors. The initial determination to repurchase the shares came after the two equity funds brought a lawsuit against the Company for breaches of fiduciary duty and to enforce contractual rights, particularly the equity funds’ purported right to control a sale of the Company on October 1, 2006. A thoughtful and well-reasoned decision to approve the repurchase is necessary in light of the interests of the minority shareholders to whom the Le-Nature’s board owes fiduciary duties. The memorandum explores the following two issues below: (1) fiduciary duties while repurchasing corporate stock under Delaware General Corporation Law (“DGCL”) § 160, and (2) whether the Company possesses sufficient surplus under § 160 to affect the repurchase the equity funds’ stock.
    II. Fiduciary Duties and the Repurchase of Corporate Stock
    In carrying out their managerial roles, directors of a Delaware corporation are charged with unyielding fiduciary duties to the company and its stockholders. Generally, with regard to board decisions, the business judgment rule applies meaning that a court will presume that the board acted on an informed basis, in good faith, and in the honest belief that an action taken was in the best interests of the company. Unless the procedural presumption of the business judgment rule is rebutted, a court will not substitute its judgment for that of the board’s if the board’s decision can be “attributed to any rational business purpose.” The business judgment rule may be rebutted if there is proof of fraud, bad faith, self-dealing, or uniformed decision making.
    Delaware law expressly permits a corporation to repurchase its own shares so long as the corporation abides by certain restrictions, namely DGCL § 160 and Delaware case law, and its decision to do so is protected from judicial interference by the business judgment rule. In the leading decision involving a board of directors’ fiduciary duties in the context of a stock repurchase, the Delaware Supreme Court noted that “if the actions of the board were motivated by a sincere belief that the buying out of the dissident stockholder was necessary to maintain what the board believed to be proper business practices, the board will not be held liable for such decision, even though hindsight indicates the decision was not the wisest course.” “On the other hand, if the board has acted solely or primarily because of the desire to perpetuate themselves in office, the use of corporate funds for such purposes is improper.” Thus, when a board purchases stock with the primary motive of entrenchment, the presumptions of the business judgment rule fall by the wayside and the burden of proof shifts to the board who must demonstrate that the transaction was entirely fair to minority shareholders.
    Entire fairness review has two aspects: fair price and fair dealing. “Fair dealing” focuses on the actual conduct of corporate fiduciaries in effecting a transaction, such as its initiation, structure, and negotiation. This element also embraces the duty of candor owed by corporate fiduciaries to disclose all material information relevant to corporate decisions from which they may derive a personal benefit. The latter aspect, “fair price,” mandates that directors commit themselves, inexorably, to achieving the best value reasonably available to the stockholders under the circumstances.
    When a board initiates a stock repurchase in response to the threat of a takeover, a Court will view the so called defensive tactic with “enhanced scrutiny.” In such cases, the court will examine the adequacy of the decision-making process employed by the directors, including the information on which the directors based their decision, and judicial examination of the reasonableness of the directors’ action in light of the circumstances then existing. Courts will examine how the directors arrived at their decision to buy the shares: whom did the directors consult before making their decision, what were the directors told about the “threat,” and how much time did the directors take in making the decision. If the court is satisfied that these measures have been met, the business judgment rule will apply.
    Here, with the foregoing in mind, the Le-Nature’s board must rest its decision to repurchase the outside directors’ shares on sound business reasons and avoid circumstances where the board is considered materially interested in the transaction thereby giving rise to an entire fairness review if a lawsuit is commenced. Specifically, the board should not base its decision to repurchase the outside directors’ shares on the following:
    • As a way to protect the board’s directorial positions in light of Section 8 of the Stockholders Agreement which permits the equity funds to control a sale of the company and to remove certain directors who do not comply with their demands; and
    • As a resolution to a lawsuit where the officers and directors may have been exposed to personal liability for breaches of fiduciary duty.
    Instead, the decision to repurchase the shares of the equity funds should originate from sound business reasons which take into account the interests of all shareholders. For example, the board should consider that the buyout will create the following benefits:
    • Southeast expansion project will recommence allowing the Company to adjust to national customer just-in-time inventory demands and to retain business from major customers;
    • Future expansion in operations or products lines will occur without the interference of the outside directors which will allow the Company to react more quickly to changes in market demands;
    • Elimination of consent requirements of the equity funds will remove impediments to crucial decision making by the board concerning the Company’s direction, investment strategy, and management;
    • Avoiding an immediate sale of the Company controlled by the equity funds will result in a greater return to shareholders within the next few years in light of the continued growth of the Company;
    • Internal decision making among the board and shareholders will be more facile without the involvement of the equity funds; and
    • Reduction in administrative costs related to compliance with contractual rights of the outside directors and shareholders.
    The above recommendations serve as a non-exclusive list of items that the board should discuss while approving the repurchase of the equity funds’ shares. Indeed, no perfect set of facts or recommendations exist to ensure that the board’s decision receives protection from the business judgment rule as the Delaware Supreme Court has rejected the use of a singular test with regard to director misconduct. The Court noted that it has “generally and consistently refrained from adopting a bright-line rule for determining when a director’s breach of duty of independence through self-interest translates into evidence sufficient to rebut the business judgment presumption accorded to board action.” The decision to repurchase the equity funds’ shares and the sound business reasons for the repurchase should be discussed at length during a board meeting and recorded in the board minutes.
    III. Repurchasing Corporate Stock under DGCL § 160
    A. Calculation of Surplus
    In addition to the restrictions imposed by courts on a board’s decision to repurchase company stock when personal motives play a primary role, DGCL § 160 provides that a corporation may not affect a repurchase that would cause an impairment of capital. Stated differently, “[n]o corporation may repurchase or redeem its own shares except out of ‘surplus,’ as statutorily defined, or except as expressly authorized by provisions of [Section 160] . . .”
    Impairment of capital “means the reduction of the amount of the assets of the company below the amount represented by the aggregate outstanding shares of the capital stock of the company.” “A repurchase impairs capital if the funds used in the repurchase exceed the amount of the corporation’s ‘surplus,’ defined by 8 Del. C. § 154 to mean the excess of net assets over the par value of the corporation’s issued stock.” In other words, a corporation may only use the amount by which the value of its net assets exceeds the aggregate amount represented by all the shares of its capital stock.

    The chart below represents a simplistic, but useful analysis in determining whether a corporation possess sufficient surplus to repurchase its shares.
    CALCULATING SURPLUS

    Section 160 Rule: Corporation may only repurchase shares with surplus (and not capital)
    Assets In determining whether a company possesses sufficient surplus to repurchase its shares, DGCL § 154 provides the following equation (see left).
    - Liabilities
    Net Assets
    - Capital
    Surplus

    Example A:
    Over the course of its existence, Company XYZ issues 10,000 shares with par value of $.01. Company XYZ currently has assets worth $5 million and liabilities worth $4.9 million. Does Company XYZ have enough "surplus" to repurchase $50,000 of its own stock?


    Analysis:
    Assets $5,000,000
    - Liabilities $4,900,000
    Net Assets $100,000
    - Capital $100 (10,000 shares * $.01 par value)
    Surplus $99,900

    Company XYZ may proceed with $50,000 repurchase

    Example B:
    Over the course of its existence, Company ABC issues 10,000 shares with par value of $6. Company ABC currently has assets worth $5 million and liabilities worth $4.9 million. Does Company ABC have enough "surplus" to repurchase $50,000 of its own stock?


    Analysis:
    Assets $5,000,000
    - Liabilities $4,900,000
    Net Assets $100,000
    - Capital $60,000 (10,000 shares * $6 par value)
    Surplus $40,000

    Company ABC may NOT proceed with $50,000 repurchase

    Significantly, a corporation is not bound by its financial statements and may actually revalue its assets and liabilities while determining whether it possesses sufficient surplus to affect a § 160 repurchase. Indeed, when valuing a corporation for purposes of Section 160, “the books of a corporation do not necessarily reflect the current values and assets and liabilities.” “It is unrealistic to hold that a corporation is bound by its balance sheets for purposes of determining compliance with Section 160.”
    When valuing assets under § 160, a court defers “to the board’s measurement of surplus unless a plaintiff can show that the directors ‘failed to fulfill their duty to evaluate the assets on the basis of acceptable data by standards which they are entitled to believe reasonably reflect present values.’” Accordingly, “[i]n the absence of bad faith or fraud on the part of the board, courts will not ‘substitute concepts of wisdom for that of the directors.’”
    B. The Board Must Rely on the Opinion of an Expert in Determining Whether
    It Possesses Sufficient Surplus to Proceed with a § 160 Repurchase
    Although courts grant deference to a “board’s measurement of surplus” when valuing assets for purposes of a § 160 repurchase, here, the board has contractually agreed to rely upon an outside expert in determining surplus. The Settlement Agreement entered into between Le-Nature’s and the two equity funds states the following: “the Defendants’ Payment Obligation is also conditional and subject to the Company’s Board’s good faith determination that the payment by the Company of the Settlement Amount on the Closing date will not result in an impairment of the Company’s capital, in compliance with Section 160 of the Delaware General Corporation Law ("Section 160"), which determination shall be supported by an opinion from the Underwriter Wachovia which shall be provided to Plaintiffs at the Closing. Although the Settlement Agreement provides that Wachovia shall issue the § 160 expert opinion, because Wachovia stands to gain approximately $9 million upon the closing of the repurchase, an independent financial consultant, who does not have a monetary interest in the repurchase, is preferred in order to avoid an inherent conflict of interest of Wachovia both serving as the investment banker and also issuing the § 160 expert opinion.
    As provided for in the Settlement Agreement, the reliance upon outside experts by a board of directors is customary and recommended. DGCL § 141(e) provides that “a member of the board of directors . . . shall, in the performance of such member’s duties, be fully protected in relying in good faith upon . . . any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation. In fact, in certain instances, e.g., a merger, although the decision not to hire an expert or procure a fairness opinion is not gross negligence per se, a court would view such a decision as suspect. In the landmark case of Smith v. Van Gorkom, the Delaware Supreme Court held that while Delaware law does not require a fairness opinion or an outside valuation of the company before the directors could act on an offer, the directors were required to have before them adequate information regarding the intrinsic value of the company, upon which a proper exercise of business judgment could be made. In sum, in most situations, a board is unable to discharge its fiduciary duties without an appropriate fairness opinion or expert valuation.
    Because of the Company’s contractual obligations, and given the weight courts defer to expert opinions under Delaware statutory and case law, the Company must obtain the expert opinion of an independent financial consultant as to whether it possesses sufficient surplus to repurchase of the equity funds’ shares. More specifically, and as set forth in the equation below, the board requires an expert’s valuation of its outstanding assets and liabilities, from which the board can derive the amount of the Company’s surplus. This valuation should also be discussed at length by the board during a board meeting, and the discussion recorded in the board minutes. The expert’s valuation should be appended to those board minutes.
    C. Pursuant to an Expert Opinion, Does Le-Nature’s Hold Sufficient
    Capital To Proceed With The $281,500,000 Repurchase?
    § 160 Valuation Based on Expert Opinion
    Repurchase Price $281,500,000

    Assets ???
    Liabilities ???
    Net Assets
    Capital ???
    Surplus

    Surplus > $281,500,000 ?

    Anonymous said...

    PRESSING INTO THE KINGDOM OF GOD

    By Jonathan Edwards
    "The law and the prophets were until John; since that time the kingdom of God is preached, and every man presseth into it" (Luke 16:16).

    In these words two things may be observed: First, Wherein the work and office of John the Baptist consisted, viz. in preaching the kingdom of God, to prepare the way for its introduction to succeed the law and the prophets. By the law and the prophets, in the text, seems to be intended the ancient dispensation under the Old Testament, which was received from Moses and the prophets. These are said to be until John; not that the revelations given by them are out of use since that time, but that the state of the church, founded and regulated under God by them, the dispensation of which they were the ministers, and wherein the church depended mainly on light received from them, fully continued till John. He first began to introduce the New Testament dispensation, or gospel-state of the church; which, with its glorious, spiritual, and eternal privileges and blessings, is often called the kingdom of heaven, or kingdom of God. John the Baptist preached, that the kingdom of God was at hand. "Repent" says he, "for the kingdom of heaven is at hand:"-"Since that time," says Christ, "the kingdom of God is preached." John the Baptist first began to preach it; and then, after him, Christ and his disciples preached the same. Thus Christ preached, Matthew 4:17. "From that time Jesus began to preach, and to say, Repent, for the kingdom of heaven is at hand." So the disciples were directed to preach, Matthew 10:7. "And, as ye go, preach, saying, The kingdom of heaven is at hand." It was not John the Baptist, but Christ, that fully brought in, and actually established, this kingdom of God; but he, as Christ's forerunner to prepare his way before him, did the first thing that was done towards introducing it. The old dispensation was abolished, and the new brought in by degrees; as the night gradually ceases, and gives place to the increasing day which succeeds in its room. First the day-star arises; next follows the light of the sun itself, but dimly reflected, in the dawning of the day; but this light increases, and shines more and more, and the stars that served for light during the foregoing night, gradually go out, and their light ceases, as being now needless, till at length the sun rises, and enlightens the world by his own direct light, which increases as he ascends higher above the horizon, till the day-star itself gradually disappears; agreeable to what John says of himself, John 3:30. "He must increase, but I must decrease." John was the forerunner of Christ, and harbinger of the gospel-day; much as the morning-star is the forerunner of the sun. He had the most honorable office of any of the prophets; the other prophets foretold Christ to come, he revealed him as already come, and had the honour to be that servant who should come immediately before him, and actually introduce him, and even to be the instrument concerned in his solemn inauguration, as he was in baptizing him. He was the greatest of the prophets that came before Christ, as the morning-star is the brightest of all the stars, Matthew xi. 11. He came to prepare men's hearts to receive that kingdom of God which Christ was about more fully to reveal and erect. Luke 1:17. "To make ready a people prepared for the Lord."
    Secondly, We may observe wherein his success appeared, viz. in that since he began his ministry, every man pressed into that kingdom of God which he preached. The greatness of his success appeared in two things:
    1. In the generalness of it, with regard to the subject, or the persons in whom the success appeared; every man. Here is a term of universality; but it is not to be taken as universal with regard to individuals, but kinds; as such universal terms are often used in Scripture. When John preached, there was an extraordinary pouring out of the Spirit of God that attended his preaching. An uncommon awakening, and concern for salvation, appeared on the minds of all sorts of persons; and even in the most unlikely persons, and those from whom such a thing might least be expected; as the Pharisees, who were exceeding proud, and self-sufficient, and conceited of their own wisdom and righteousness, and looked on themselves fit to be teachers of others, and used to scorn to be taught; and the Sadducees, who were a kind of infidels, that denied any resurrection, angel, spirit, or any future state. So that John himself seems to be surprised to see them come to him, under such concern for their salvation; as in Matthew 3:7. "But when he saw many of the Pharisees come to his baptism, he said to them, O generation of vipers, who hath warned you to flee from the wrath to come?" And besides these, the publicans, who were some of the most infamous sort of men, came to him, inquiring what they should do to be saved. And the soldiers, who were doubtless a very profane, loose, and prolifigate sort of persons, made the same inquiry, Luke 3:12, and 14. "Then came also publicans to be baptized, and said unto him, Master, what shall we do? And the soldiers likewise demanded of him, saying, And what shall we do?
    2. His success appeared in the manner in which his hearers sought the kingdom of God; they pressed into it. It is elsewhere set forth by their being violent for the kingdom of heaven, and taking it by force. Matthew 11:12. "From the days of John the Baptist until now, the kingdom of heaven suffers violence, and the violent take it by force."

    The Doctrine that I observe from the words is this,- "It concerns every one that would obtain the kingdom of God, to be pressing into it." -In discoursing of this subject, I would,
    First, Show what is that way of seeking salvation that seems to be pointed forth in the expression of pressing into the kingdom of God.
    Secondly, Give the reasons why it concerns every one that would obtain the kingdom of God, to seek it in this way.- And then make application.

    I. I would show what manner of seeking salvation seems to be denoted by "pressing into the kingdom of God."
    1. This expression denotes strength of desire. Men in general who live under the light of the gospel, and are not atheists, desire the kingdom of God; that is, they desire to go to heaven rather than to hell. Most of them indeed are not much concerned about it; but on the contrary, live a secure and careless life. And some who are many degrees above these, being under some degrees of the awakenings of God's Spirit, yet are not pressing into the kingdom of God. But they that may be said to be truly so, have strong desires to get out of a natural condition, and to get an interest in Christ. They have such a conviction of the misery of their present state, and of the extreme necessity of obtaining a better, that their minds are as it were possessed with and wrapped up in concern about it. To obtain salvation is desired by them above all things in the world. This concern is so great that it very much shuts out other concerns. They used before to have the stream of their desires after other things, or, it may be, had their concern divided between this and them; but when they come to answer the expression of the text, of pressing into the kingdom of God, this concern prevails above all others; it lays other things low, and does in a manner engross the care of the mind. This seeking eternal life should not only be one concern that our souls are taken up about with other things; but salvation should be sought as the one thing needful, Luke 10:42. And as the one thing that is desired, Psalm 27:4.
    2. Pressing into the kingdom of heaven denotes earnestness and firmness of resolution. There should be strength of resolution, accompanying strength of desire, as it was in the psalmist, in the place just now referred to: "one thing have I desired, and that will I seek after." In order to a thorough engagedness of the mind in this affair, both these must meet together. Besides desires after salvation, there should be an earnest resolution in persons to pursue this good as much as lies in their power; to do all that in the use of their utmost strength they are able to do, in an attendance on every duty, and resisting and militating against all manner of sin, and to continue in such a pursuit.
    There are two things needful in a person, in order to these strong resolutions; there must be a sense of the great importance and necessity of the mercy sought, and there must also be a sense of opportunity to obtain it, or the encouragement there is to seek it. The strength of resolution depends on the sense which God gives to the heart of these things. Persons without such a sense, may seem to themselves to take up resolutions; they may, as it were, force a promise to themselves, and say within themselves, "I will seek as long as I live, I will not give up till I obtain," when they do but deceive themselves. Their hearts are not in it; neither do they indeed take up any such resolution as they seem to themselves to do. It is the resolution of the mouth more than of the heart; their hearts are not strongly bent to fulfill what their mouth says. The firmness of the resolution lies in the fulness of the disposition of the heart to do what is resolved to be done. Those who are pressing into the kingdom of God, have a disposition of heart to do everything that is required, and that lies in their power to do, and to continue in it. They have not only earnestness, but steadiness of resolution: they do not seek with a wavering unsteady heart, by turns or fits, being off and on; but it is the constant bent of the soul, if possible, to obtain the kingdom of God.
    3. By pressing into the kingdom of God is signified greatness of endeavor. It is expressed in Ecclesiastes 10:10. by doing what our hand finds to do with our might. And this is the natural and necessary consequence of the two forementioned things. Where there is strength of desire, and firmness of resolution, there will be answerable endeavors. Persons thus engaged in their hearts will "strive to enter in at the strait gate," and will be violent for heaven; their practice will be agreeable to the counsel of the wise man, in Proverbs 2 at the beginning, "My son, if thou wilt receive my words, and hide my commandments with thee; so that thou incline thine ear unto wisdom, and apply thine heart to understanding; yea, if thou criest after knowledge, and liftest up thy voice for understanding; if thou seekest her as silver, and searchest for her as for hid treasures; then shalt thou understand the fear of the Lord, and find the knowledge of God." Here the earnestness of desire and strength of resolution is signified by inclining the ear to wisdom, and applying the heart to understanding; and the greatness of endeavor is denoted by crying after knowledge, and lifting up the voice for understanding; seeking her as silver, and searching for her as for hid treasures: such desires and resolutions, and such endeavors go together.
    4. Pressing into the kingdom of God denotes an engagedness and earnestness, that is directly about that business of getting into the kingdom of God. Persons may be in very great exercise and distress of mind, and that about the condition of their souls; their thoughts and cares may be greatly engaged and taken up about things of a spiritual nature, and yet not be pressing into the kingdom of God, nor towards it. The exercise of their minds is not directly about the work of seeking salvation, in a diligent attendance on the means that God hath appointed in order to it, but something else that is beside their business; it may be God's decrees and secret purposes, prying into them, searching for signs whereby they may determine, or at least conjecture, what they are before God makes them known by their accomplishment. They distress their minds with fears that they be not elected, or that they have committed the unpardonable sin, or that their day is past, and that God has given them up to judicial and final hardness, and never intends to show them mercy; and therefore, that it is in vain for them to seek salvation. Or they entangle themselves about the doctrine of original sin, and other mysterious doctrines of religion that are above their comprehension. Many persons that seem to be in great distress about a future eternal state, get much into a way of perplexing themselves with such things as these. When it is so, let them be never so much concerned and engaged in their minds, they cannot be said to be pressing towards the kingdom of God: because their exercise is not in their work, but rather that which tends to hinder them in their work. If they are violent, they are only working violently to entangle themselves, and lay blocks in their own way; their pressure is not forwards. Instead of getting along, they do but lose their time, and worse than merely lose it; instead of fighting with the giants that stand in the way to keep them out of Canaan, they spend away their time and strength in conflicting with shadows that appear by the wayside.
    Hence we are not to judge of the hopefulness of the way that persons are in, or of the probability of their success in seeking salvation, only by the greatness of the concern and distress that they are in; for many persons have needless distresses that they had much better be without. It is thus very often with persons overrun with the distemper of melancholy: whence the adversary of souls is wont to take great advantage. But then are persons in the most likely way to obtain the kingdom of heaven, when the intent of their minds, and the engagedness of their spirits, be about their proper work and business, and all the bent of their souls is to attend on God's means, and to do what he commands and directs them to. The apostle tells us, I Corinthians 9:26. "that he did not fight as those that beat the air." Our time is short enough; we had not need to spend it in that which is nothing to the purpose. There are real difficulties and enemies enough for persons to encounter, to employ all their strength; they had not need to waste it in fighting with phantoms.
    5. By pressing into the kingdom of God is denoted a breaking through opposition and difficulties. There is in the expression a plain intimation of difficulty. If there were no opposition, but the way was all clear and open, there would be no need of pressing to get along. They therefore that are pressing into the kingdom of God, go on with such engagedness, that they break through the difficulties that are in the way. They are so set for salvation, that those things by which others are discouraged, and stopped, and turned back, do not stop them, but they press through them. Persons ought to be so resolved for heaven, that if by any means they can obtain, they will obtain. Whether those means be difficult or easy, cross or agreeable, if they are requisite means of salvation, they should be complied with. When anything is presented to be done, the question should not be, Is it easy or hard? is it agreeable to my carnal inclinations or interest, or against them? But is it a required means of my obtaining an interest in Jesus Christ, and eternal salvation? Thus the apostle, Philippians 3:11. "If by any means I might attain unto the resurrection of the dead." He tells us there in the context what difficulties he broke through, that he suffered the loss of all things, and was willingly made conformable even to Christ's death, though that was attended with such extreme torment and ignominy.
    He that is pressing into the kingdom of God, commonly finds many things in the way that are against the grain; but he is not stopped by the cross that lies before him, but takes it up, and carries it. Suppose there be something incumbent on him to do, that is cross to his natural temper, and irksome to him on that account; suppose something that he cannot do without suffering in his estate, or that he apprehends will look odd and strange in the eyes of others, and expose him to ridicule and reproach, or any thing that will offend a neighbor, and get his ill-will, or something that will be very cross to his own carnal appetite-he will press through such difficulties. Everything that is found to be a weight that hinders him in running this race he casts from him, though it be a weight of gold or pearls; yea, if it be a right hand or foot that offends him, he will cut them off, and will not stick at plucking out a right eye with his own hands. These things are insuperable difficulties to those who are not thoroughly engaged in seeking their salvation; they are stumbling-blocks that they never get over. But it is not so with him that presses into the kingdom of God. Those things (before he was thoroughly roused from his security) about which he was wont to have long parleyings and disputings with his own conscience-employing carnal reason to invent arguments and pleas of excuse-he now sticks at no longer; he has done with this endless disputing and reasoning, and presses violently through all difficulties. Let what will be in the way, heaven is what he must and will obtain, not if he can without difficulty, but if it be possible. He meets with temptation: the devil is often whispering in his ear, setting allurements before him, magnifying the difficulties of the work he is engaged in, telling him that they are insuperable, and that he can never conquer them, and trying all ways in the world to discourage him; but still he presses forward. God has given and maintains such an earnest spirit for heaven, that the devil cannot stop him in his course; he is not at leasure to lend an ear to what he has to say.-I come now,
    II. To show why the kingdom of heaven should be sought in this manner.-It should be thus sought,
    1. On account of the extreme necessity we are in of getting into the kingdom of heaven. We are in a perishing necessity of it; without it we are utterly and eternally lost. Out of the kingdom of God is no safety; there is no other hiding-place; this is the only city of refuge, in which we can be secure from the avenger that pursues all the ungodly. The vengeance of God will pursue, overtake, and eternally destroy, them that are not in this kingdom. All that are without this enclosure will be swallowed up in an overflowing fiery deluge of wrath. They may stand at the door and knock, and cry, Lord, Lord, open to us, in vain; they will be thrust back; and God will have no mercy on them; they shall be eternally left of him. His fearful vengence will seize them; the devils will lay hold of them; and all evil will come upon them; and there will be none to pity or help; their case will be utterly desperate, and infinitely doleful. It will be a gone case with them; all offers of mercy and expressions of divine goodness will be finally withdrawn, and all hope will be lost. God will have no kind of regard to their well-being; will take no care of them to save them from any enemy, or any evil; but himself will be their dreadful enemy, and will execute wrath with fury, and will take vengeance in an inexpressibly dreadful manner. Such as shall be in this case will be lost and undone indeed! They will be sunk down into perdition, infinitely below all that we can think. For who knows the power of God's anger? And who knows the misery of that poor worm, on whom that anger is executed without mercy?
    2. On account of the shortness and uncertainty of the opportunity for getting into this kingdom. When a few days are past, all our opportunity for it will be gone. Our day is limited. God has set our bounds, and we know not where. While persons are out of this kingdom, they are in danger every hour of being overtaken with wrath. We know not how soon we shall get past that line, beyond which there is no work, device, knowledge, nor wisdom; and therefore we should do what we have to do with our might, Ecclesiastes 9:10.
    3. On account of the difficulty of getting into the kingdom of God. There are innumerable difficulties in the way; such as few conquer: most of them that try have not resolution, courage, earnestness, and constancy enough; but they fail, give up, and perish. The difficulties are too many and too great for them that do not violently press forward. They never get along, but stick by the way; are turned aside, or turned back, and ruined. Matthew 7:14. "Strait is the gate, and narrow is the way, which leadeth unto life, and few there be that find it." Luke 13:24. "Strive to enter in at the strait gate; for many, I say unto you, will seek to enter in, and shall not be able."
    4. The possibility of obtaining. Though it be attended with so much difficulty, yet it is not a thing impossible. Acts 8:22. "If perhaps the thought of thine heart may be forgiven thee." II Timothy 2:25. "If peradventure God will give them repentance to the acknowledging of the truth." However sinful a person is, and whatever his circumstances are, there is, notwithstanding, a possibility of his salvation. He himself is capable of it, and God is able to accomplish it, and has mercy sufficient for it; and there is sufficient provision made through Christ, that God may do it consistent with the honour of his majesty, justice, and truth. So that there is no want either of sufficiency in God, or capacity in the sinner, in order to this. The greatest and vilest most blind, dead, hard-hearted sinner living, is a subject capable of saving light and grace. Seeing therefore there is such a necessity of obtaining the kingdom of God, and so short a time, and such difficulty, and yet such a possibility, it may well induce us to press into it. Jonah 3:8, 9.
    5. It is meet that the kingdom of heaven should be thus sought, because of the great excellency of it. We are willing to seek earthly things, of trifling value, with great diligence, and through much difficulty; it therefore certainly becomes us to seek that with great earnestness which is of infinitely greater worth and excellence. And how well may God expect and require it of us, that we should seek it in such a manner, in order to our obtaining it!
    6. Such a manner of seeking is needful to prepare persons for the kingdom of God. Such earnestness and thoroughness of endeavors, is the ordinary means that God makes use of to bring persons to an acquaintance with themselves, to a sight of their own hearts, to a sense of their own helplessness, and to a despair in their own strength and righteousness. And such engagedness and constancy in seeking the kingdom of heaven, prepare the soul to receive it the more joyfully and thankfully, and the more highly to prize and value it when obtained. So that it is in mercy to us, as well as for the glory of his own name, that God has appointed such earnest seeking, to be the way in which he will bestow the kingdom of heaven.

    APPLICATION

    The use I would make of this doctrine, is of exhortation to all Christless persons to press into the kingdom of God. Some of you are inquiring what you shall do? You seem to desire to know what is the way wherein salvation is to be sought, and how you may be likely to obtain it. You have now heard the way that the holy word of God directs to. Some are seeking, but it cannot be said of them that they are pressing into the kingdom of heaven. There are many that in time past have sought salvation, but not in this manner, and so they never obtained, but are now gone to hell. Some of them sought it year after year, but failed of it, and perished at last. They were overtaken with divine wrath, and are now suffering the fearful misery of damnation, and have no rest day nor night, having no more opportunity to seek, but must suffer and be miserable throughout the never-ending ages of eternity. Be exhorted, therefore, not to seek salvation as they did, but let the kingdom of heaven suffer violence from you.
    Here I would first answer an objection or two, and then proceed to give some directions how to press into the kingdom of God.
    Objection. 1. Some may be ready to say, We cannot do this of ourselves; that strength of desire, and firmness of resolution, that have been spoken of, are out of our reach. If I endeavor to resolve and to seek with engagedness of spirit, I find I fail; my thoughts are presently off from the business, and I feel myself dull, and my engagedness relaxed, in spite of all I can do.
    Answer. 1. Though earnestness of mind be not immediately in your power, yet the consideration of what has been now said of the need of it, may be a means of stirring you up to it. It is true, persons never will be thoroughly engaged in this business, unless it be by God's influence; but God influences persons by means. Persons are not stirred up to a thorough earnestness without some considerations that move them to it. And if persons can but be made sensible of the necessity of salvation, and also duly consider the exceeding difficuly of it, and the greatness of the opposition, and how short and uncertain the time is, but yet are sensible that they have an opportunity, and that there is a possibility of their obtaining, they will need no more in order to their being thoroughly engaged and resolved in this matter. If we see persons slack and unresolved, and unsteady, it is because they do not enough consider these things.
    2. Though strong desires and resolutions of mind be not in your power, yet painfulness of endeavors is in your power. It is in your power to take pains in the use of means, yea very great pains. You can be very painful and diligent in watching your own heart, and striving against sin. Though there is all manner of corruption in the heart continually ready to work, yet you can very laboriously watch and strive against these corruptions; and it is in your power, with great diligence to attend the matter of your duty towards God and towards your neighbour. It is in your power to attend all ordinances, and all public and private duties of religion, and to do it with your might. It would be a contradiction to suppose that a man cannot do these things with all the might he has, though he cannot do them with more might than he has. The dullness and deadness of the heart, and slothfulness of disposition, do not hinder men being able to take pains, though it hinders their being willing. That is one thing wherein your laboriousness may appear, even striving against your own dullness. That men have a dead and sluggish heart, does not argue that they be not able to take pains; it is so far from that, that it gives occasion for pains. It is one of the difficulties in the way of duty, that persons have to strive with, and that gives occasion for struggling and labour. If there were no difficulties attended seeking salvation, there would be no occasion for striving; a man would have nothing to strive about. There is indeed a great deal of difficulty attending all duties required of those that would obtain heaven. It is an exceeding difficult thing for them to keep their thoughts; it is a difficult thing seriously, or to any good purpose, to consider matters of greatest importance; it is a difficult thing to hear, or read, or pray attentively. But it does not argue that a man cannot strive in these things because they are difficult; nay, he could not strive therein if there were not difficulty in them. For what is there excepting difficulties that any can have to strive or struggle with in any affair or business? Earnestness of mind, and diligence of endeavor, tend to promote each other. He that has a heart earnestly engaged, will take pains; and he that is diligent and painful in all duty, probably will not be so long before he finds the sensibleness of his heart and earnestness of his spirit greatly increased.
    Objection 2. Some may object, that if they are earnest, and take a great deal of pains, they shall be in danger of trusting to what they do; they are afraid of doing their duty for fear of making a righteousness of it.
    Answer. There is ordinarily no kind of seekers that trust so much to what they do, as slack and dull seekers. Though all seeking salvation, that have never been the subjects of a thorough humiliation, do trust in their own righteousness; yet some do it much more fully than others. Some though they trust in their own righteousness, yet are not quiet in it. And those who are most disturbed in their self-confidence, (and therefore in the likeliest way to be wholly brought off from it,) are not such as go on in a remiss way of seeking, but such as are most earnest and thoroughly engaged; partly because in such a way conscience is kept more sensible. A more awakened conscience will not rest so quietly in moral and religious duties, as one that is less awakened. A dull seeker's conscience will be in a great measure satisfied and quieted with his own works and performances; but one that is thoroughly awakened cannot be stilled or pacified with such things as these. In this way persons gain much more knowledge of themselves, and acquaintance with their own hearts, than in a negligent, slight way of seeking; for they have a great deal more experience of themselves. It is experience of ourselves, and finding what we are, that God commonly makes use of as the means of bringing us off from all dependence on ourselves. But men never get acquaintance with themselves so fast, as in the most earnest way of seeking. They that are in this way have more to engage them to think of their sins, and strictly to observe themselves, and have much more to do with their own hearts, than others. Such a one has much more experience of his own weakness, than another that does not put forth and try his strength; and will therefore sooner see himself dead in sin. Such a one, though he hath a disposition continually to be flying to his own righteousness, yet finds rest in nothing; he wanders about from one thing to another, seeking something to ease his disquieted conscience; he is driven from one refuge to another, goes from mountain to hill, seeking rest and finding none; and therefore will the sooner prove that there is no rest to be found, nor trust to be put, in any creature whatsoever.
    It is therefore quite a wrong notion that some entertain, that the more they do, the more they shall depend on it. Whereas the reverse is true; the more they do, or the more thorough they are in seeking, the less will they be likely to rest in their doings, and the sooner will they see the vanity of all that they do. So that persons will exceedingly miss it, if ever they neglect to do any duty either to God or man, whether it be any duty of religion, justice, or charity, under a notion of its exposing them to trust in their own righteousness. It is very true, that it is a common thing for persons, when they earnestly seek salvation, to trust in the pains that they take: but yet commonly those that go on in a more slight way, trust a great deal more securely to their dull services, than he that is pressing into the kingdom of God does to his earnestness. Men's slackness in religion, and their trust in their own righteousness, strengthen and establish one another. Their trust in what they have done, and what they now do, settles them in a slothful rest and ease, and hinders their being sensible of their need of rousing up themselves and pressing forward. And on the other hand, their negligence tends so to benumb them in such ignorance of themselves, that the most miserable refuges are stupidly rested in as sufficient. Therefore we see, that when persons have been going on for a long time in such a way, and God afterwards comes more thoroughly to awaken them, and to stir them up to be in good earnest, he shakes all their old foundations, and rouses them out of their old resting places; so that they cannot quiet themselves with those things that formerly kept them secure.
    I would now proceed to give some directions how you should press into the kingdom of God.
    1. Be directed to sacrifice every thing to your soul's eternal interest. Let seeking this be so much your bent, and what you are so resolved in, that you will make every thing give place to it. Let nothing stand before your resolution of seeking the kingdom of God. Whatever it be that you used to look upon as a convenience, or comfort, or ease, or thing desirable on any account, if it stands in the way of this great concern, let it be dismissed without hesitation; and if it be of that nature that it is likely always to be a hinderance, then wholly have done with it, and never entertain any expectation from it more. If in time past you have, for the sake of worldly gain, involved yourself in more care and business than you find to be consistent with your being so thorough in the business of religion as you ought to be, then get into some other way, though you suffer in your worldly interest by it. Or if you have heretofore been conversant with company that you have reason to think have been and will be a snare to you, and a hinderance to this great design in any wise, break off from their society, however it may expose you to reproach from your old companions, or let what will be the effect of it. Whatever it be that stands in the way of your most advantageously seeking salvation-whether it be some dear sinful pleasure, or strong carnal appetite, or credit and honour, or the good-will of some persons whose friendship you desire, and whose esteem and liking you have highly valued-and though there be danger, if you do as you ought, that you shall looked upon by them as odd and ridiculous, and become contemptible in their eyes-or if it be your ease and indolence and aversion to continual labour; or your outward convenience in any respect, whereby you might avoid difficulties of one kind or other-let all go; offer up all such things together, as it were, in one sacrifice, to the interest of your soul. Let nothing stand in competition with this, but make every thing to fall before it. If the flesh must be crossed, then cross it, spare it not, crucify it, and do not be afraid of being too cruel to it. Galatians 5:24. "They that are Christ's have crucified the flesh, with the affections and lusts." Have no dependence on any worldly enjoyment whatsoever. Let salvation be the one thing with you. This is what is certainly required of you: and this is what many stick at; this giving up other things for salvation, is a stumbling-block that few get over. While others pressed into the kingdom of God at the preaching of John the Baptist, Herod was pretty much stirred up by his preaching. It is said, he heard him, and observed him, and did many things; but when he came to tell him that he must part with his beloved Herodias, here he stuck; this he never would yield to, Mark 7:18-20. The rich young man was considerably concerned for salvation; and accordingly was a very strict liver in many things: but when Christ came to direct him to go and sell all that he had, and give to the poor, and come and follow him, he could not find in his heart to comply with it, but went away sorrowful. He had great possessions, and set his heart much on his estate, and could not bear to part with it. It may be, if Christ had directed him only to give away a considerable part of his estate, he would have done it; yea, perhaps, if he had bid him part with half of it, he would have complied with it: but when he directed him to throw up all, he could not grapple with such a proposal. Herein the straitness of the gate very much consists; and it is on this account that so many seek to enter in, and are not able. There are many that have a great mind to salvation, and spend great part of their time in wishing they had it, but they will not comply with the necessary means.
    2. Be directed to forget the things that are behind: that is, not to keep thinking and making much of what you have done, but let your mind be wholly intent on what you have to do. In some sense you ought to look back; you should look back to your sins. Jeremiah 2:23. "See thy way in the valley, know what thou hast done." You should look back on the wretchedness of your religious performances, and consider how you have fallen short in them; how exceedingly polluted all your duties have been, and how justly God might reject and loathe them, and you for them. But you ought not to spend your time in looking back, as many persons do, thinking how much they have done for their salvation; what great pains they have taken, how that they have done what they can, and do not see how they can do more; how long a time they have been seeking, and how much more they have done than others, and even than such and such who have obtained mercy. They think with themselves how hardly God deals with them, that he does not extend mercy to them, but turns a deaf ear to their cries; and hence discourage themselves, and complain of God. Do not thus spend your time in looking back on what is past, but look forward, and consider what is before you; consider what it is that you can do, and what it is necessary that you should do, and what God calls you still to do, in order to your own salvation. The apostle, in the third chapter to the Philippians, tells us what things he did while a Jew, how much he had to boast of, if any could boast; but he tells us, that he forgot those things, and all other things that were behind, and reached forth towards the things that were before, pressing forwards towards the mark for the prize of the high calling of God in Christ Jesus.
    3. Labour to get your heart thoroughly disposed to go on and hold out to the end. Many that seem to be earnest have not a heart thus disposed. It is a common thing for persons to appear greatly affected for a little while; but all is soon past away, and there is no more to be seen of it. Labour therefore to obtain a thorough willingness and preparation of spirit, to continue seeking, in the use of your utmost endeavours, without limitation; and do not think your whole life too long. And in order to this, be advised to two things,
    (1.) Remember that if ever God bestows mercy upon you, he will use his sovereign pleasure about the time when. He will bestow it on some in a little time, and on others not till they have sought it long. If other persons are soon enlightened and comforted, while you remain long in darkness, there is no other way but for you to wait. God will act arbitrarily in this matter, and you cannot help it. You must even be content to wait, in a way of laborious and earnest striving, till his time comes. If you refuse, you will but undo yourself; and when you shall hereafter find yourself undone, and see that your case is past remedy, how will you condemn yourself for foregoing a great probability of salvation, only because you had not the patience to hold out, and was not willing to be at the trouble of a persevering labour! And what will it avail before God or your own conscience to say, that you could not bear to be obliged to seek salvation so long, when God bestowed it on others that sought it but for a very short time? Though God may have bestowed the testimonies of his favour on others in a few days or hours after they have begun earnestly to seek it, how does that alter the case as to you, if there proves to be a necessity of your laboriously seeking many years before you obtain them? Is salvation less worth taking a great deal of pains for, because, through the sovereign pleasure of God, others have obtained it with comparatively little pains? If there are two persons, the one of which has obtained converting grace with comparative ease, and another that has obtained it after continuing for many years in the greatest and most earnest labours after it, how little difference does it make at last, when once salvation is obtained! Put all the labour and pains, the long-continued difficulties and strugglings, of the one in the scale against salvation, and how little does it subtract; and put the ease with which the other has obtained in the scale with salvation, and how little does it add! What is either added or subtracted is lighter than vanity, and a thing worthy of no consideration, when compared with that infinite benefit that is obtained. Indeed if you were ten thousand years, and all that time should strive and press forward with as great earnestness as ever a person did for one day, all this would bear no proportion to the importance of the benefit; and it will doubtless appear little to you, when once you come to be in actual possession of eternal glory, and to see what that eternal misery is which you have escaped. You must not think much of your pains, and of the length of time; you must press towards the kingdom of God, and do your utmost, and hold out to the end, and learn to make no account of it when you have done. You must undertake the business of seeking salvation upon these terms, and with no other expectations than this, that if ever God bestows mercy it will be in his own time; and not only so, but also that when you have done all, God will not hold himself obliged to show you mercy at last.
    (2.) Endeavour now thoroughly to weigh in your mind the difficulty, and to count the cost of perseverence in seeking salvation. You that are now setting out in this business, (as there are many here who have very lately set about it;-Praised be the name of God that he has stirred you up to it!) be exhorted to attend this direction. Do not undertake in this affair with any other thought but of giving yourself wholly to it for the remaining part of your life, and going through many and great difficulties in it. Take heed that you do not engage secretly upon this condition, that you shall obtain in a little time, promising yourself that it shall be within this present season of the pouring out of God's Spirit, or with any other limitation of time whatsoever. Many, when they begin, (seeming to set out very earnestly,) do not expect that they shall need to seek very long, and so do not prepare themselves for it. And therefore, when they come to find it otherwise, and meet with unexpected difficulty, they are found unguarded, and easily overthrown. But let me advise you all who are now seeking salvation, not to entertain any self-flattering thoughts; but weigh the utmost difficulties of perseverance, and be provided for them, having your mind fixed in it to go through them, let them be what they will. Consider now beforehand, how tedious it would be, with utmost earnestness and labour, to strive after salvation for many years, in the mean time receiving no joyful or comfortable evidence of your having obtained. Consider what a great temptation to discouragement there probably would be in it; how apt you would be to yield the case; how ready to think that it is in vain for you to seek any longer, and that God never intends to show you mercy, in that he has not yet done it; how apt you would be to think with yourself, "What an uncomfortable life do I live! How much more unpleasantly do I spend my time than others that do not perplex their minds about the things of another world, but are at ease, and take the comfort of their worldly enjoyments!" Consider what a temptation there would probably be in it, if you saw others brought in that began to seek the kingdom of heaven long after you, rejoicing in a hope and sense of God's favour, after but little pains and a short time of awakening; while you, from day to day, and from year to year, seemed to labour in vain. Prepare for such tempations now. Lay in beforehand for such trials and difficulties, that you may not think any strange thing has happened when they come.
    I hope that those who have given attention to what has been said, have by this time conceived, in some measure, what is signified by the expression in the text, and after what manner they ought to press into the kingdom of God. Here is this to induce you to a compliance with what you have been directed to; if you sit still, you die; if you go backward, behold you shall surely die; if you go forward, you may live. And though God has not bound himself to any thing that a person does while destitute of faith, and out of Christ, yet there is great probability, that in a way of hearkening to this counsel you will live; and that by pressing onward, and persevering, you will at last, as it were by violence, take the kingdom of heaven. Those of you who have not only heard the directions given, but shall through God's merciful assistance, practise according to them, are those that probably will overcome. These we may well hope at last to see standing with the Lamb on mount Sion, clothed in white robes, with palms in their hands; when all your labour and toil will be abundantly compensated, and you will not repent that you have taken so much pains, and denied yourself much, and waited so long. This self-denial, this waiting, will then look little, and vanish into nothing in your eyes, being all swallowed up in the first minute's enjoyment of that glory that you will then possess, and will uninterruptedly possess and enjoy to all eternity.
    4th Direction. Improve the present season of the pouring out of the Spirit of God on this town. Prudence is any affair whatsoever consists very much in minding and improving our opportunities. If you would have spiritual prosperity, you must exercise prudence in the concerns of your souls, as well as in outward concerns when you seek outward prosperity. The prudent husbandman will observe his opportunities; he will improve seed-time and harvest; he will make his advantage of the showers and shines of heaven. The prudent merchant will discern his opportunities; he will not be idle on a market-day; he is careful not to let slip his seasons for enriching himself: So will those who prudently seek the fruits of righteousness, and the merchandise of wisdom, improve their opportunities for their eternal wealth and happiness.
    God is pleased at this time, in a very remarkable manner, to pour out his Spirit amongst us; (glory be to his name!) You that have a mind to obtain converting grace, and to go to heaven when you die, now is your season! Now, if you have any sort of prudence for your own salvation, and have not a mind to go to hell, improve this season! Now is the accepted time! Now is the day of salvation! You that in time past have been called upon, and have turned a deaf ear to God's voice, and long stood out and resisted his commands and counsels, hear God's voice today, while it is called today! Do not harden your hearts at such a day as this! Now you have a special and remarkable price put into your hands to get wisdom, if you have but a heart to improve it.
    God hath his certain days or appointed seasons of exercising both mercy and judgment. There are some remarkable times of wrath, laid out by God for his awful visitation, and the executions of his anger; which times are called days of vengeance, Proverbs 6:34. Wherein God will visit sin, Exodus 32:34. And so, on the contrary, God has laid out in his sovereign counsels seasons of remarkable mercy, wherein he will manifest himself in the exercises of his grace and loving-kindness, more than at other times. Such times in Scripture are called by way of eminency, accepted times, and days of salvation, and also days of God's visitation; because they are days wherein God will visit in a way of mercy; as in Luke 19:44. "And shall lay thee even with the ground, and thy children within thee; and they shall not leave in thee one stone upon another; because thou knewest not the time of thy visitation." It is such a time now in this town; it is with us a day of God's gracious visitation. It is indeed a day of grace with us as long as we live in this world, in the enjoyment of the means of grace; but such a time as this is especially, and in a distinguishing manner, a day of grace. There is a door of mercy always standing open for sinners; but such a day as this, God opens an extraordinary door.
    We are directed to seek the Lord while he may be found, and to call upon him while he is near, Isaiah 55:6. If you that are hitherto Christless, be not strangely besotted and infatuated, you will by all means improve such an opportunity as this to get heaven, when heaven is brought so near, when the fountain is opened in the midst of us in so extraordinary a manner. Now is the time to obtain a supply of the necessities of your poor perishing souls! This is the day for sinners that have a mind to be converted before they die, when God is dealing forth so liberally and bountifully amongst us; when conversion and salvation work is going on amongst us from sabbath to sabbath, and many are pressing into the kingdom of God! Now do not stay behind, but press in amongst the rest! Others have been stirred up to be in good earnest, and have taken heaven by violence; be entreated to follow their example, if you would have a part of the inheritance with them, and would not be left at the great day, when they are taken!
    How should it move you to consider that you have this opportunity now in your hands! You are in the actual possession of it! If it were past, it would not be in your power to recover it, or in the power of any creature to bring it back for you; but it is not past; it is now, at this day. Now is the accepted time, even while it is called today! Will you sit still at such a time? Will you sleep in such a harvest? Will you deal with a slack hand, and stay behind out of mere sloth, or love to some lust, or lothness to grapple with some small difficulty, or to put yourself a little out of your way, when so many are flowing to the goodness of the Lord? You are behind still; and so you will be in danger of being left behind, when the whole number is completed that are to enter in, if you do not earnestly bestir yourself! To be left behind at the close of such a season as this, will be awful-next to being left behind on that day when God's saints shall mount up as with wings to meet the Lord in the air-and will be what will appear very threatening of it.
    God is now calling you in an extraordinary manner: and it is agreeable to the will and word of Christ, that I should now, in his name, call you, as one set over you, and sent to you to that end; so it is his will that you should hearken to what I say, as his voice. I therefore beseech you in Christ's stead now to press into the kingdom of God! Whoever you are, whether young or old, small or great; if you are a great sinner, if you have been a backslider, if you have quenched the Spirit, be who you will, do not stand making objections, but arise, apply yourself to your work! Do what you have to do with your might. Christ is calling you before, and holding forth his grace, and everlasting benefits, and wrath is pursuing you behind; wherefore fly for your life, and look not behind you!
    But here I would particularly direct myself to several sorts of persons.
    I. To those sinners who are in a measure awakened, and are concerned for their salvation. You have reason to be glad that you have such an opportunity, and to prize it above gold. To induce you to prize and improve it, consider several things.
    1. God has doubtless a design now to deal forth saving blessings to a number. God has done it to some already, and it is not probable that he has yet finished his work amongst us: we may well hope still to see others brought out of darkness into marvellous light. And therefore,
    2. God comes this day, and knocks at many persons' doors, and at your door among the rest. God seems to be come in a very unusual manner amongst us, upon a gracious and merciful design; a design of saving a number of poor miserable souls out of a lost and perishing condition, and of bringing them into a happy state and eternal glory! This is offered to you, not only as it has always been in the word and ordinances, but by the particular influences of the Spirit of Christ awakening you! This special offer is made to many amongst us; and you are not passed over. Christ has not forgot you; but has come to your door; and there as it were stands waiting for you to open to him. If you have wisdom and discretion to discern your own advantage, you will know that now is your opportunity.
    3. How much more easily converting grace is obtained at such a time, than at other times! The work is equally easy with God at all times; but there is far less difficulty in the way as to men at such a time, than at other times. It is, as I said before, a day of God's gracious visitation; a day that he has as it were set apart for the more liberally and bountifully dispensing of his grace; a day wherein God's hand is opened wide. Experience shows it. God seems to be more ready to help, to give proper convictions, to help against temptations, and let in divine light. He seems to carry on his work with a more glorious discovery of his power, and Satan is more chained up than at other times. Those difficulties and temptations that persons before struck at, from year to year, they are soon helped over. The work of God is carried on with greater speed and swiftness, and there are often instances of sudden conversion at such a time. So it was in the apostles' days, when there was a time of the most extraordinary pouring out of the Spirit that ever was. How quick and sudden were conversions in those days! Such instances as that of the jailer abounded then, in fulfillment of that prophecy, Isaiah 66:7, 8. "Before she travailed, she brought forth: before her pain came she was delivered of a man-child. Who hath heard such a thing? Who hath seen such things? For as soon as Zion travailed, she brought forth her children." So it is in some degree, whenever there is an extraordinary pouring out of the Spirit of God; more or less so, in proportion to the greatness of that effusion. There is seldom such quick work made of it at other times. Persons are not so soon delivered from their various temptations and entanglements; but are much longer wandering in a wilderness, and groping in darkness. And yet,
    4. There are probably some here present that are now concerned about their salvation, that will never obtain. It is not to be supposed that all that are now moved and awakened, will ever be savingly converted. Doubtless there are many now seeking that will not be able to enter. When has it been so in times past, when there has been times of great outpourings of God's Spirit, but that many who for a while have inquired with others, what they should do to be saved, have failed, and afterwards grown hard and secure? All of you that are now awakened, have a mind to obtain salvation, and probably hope to get a title to heaven, in the time of this present moving of God's Spirit: but yet, (though it be awful to be spoken, and awful to be thought) we have no reason to think any other, than that some of you will burn in hell to all eternity. You all are afraid of hell, and seem at present disposed to take pains to be delivered from it; and yet it would be unreasonable to think any other, than that some of you will have your portion in the lake that burns with fire and brimstone. Though there are so many that seem to obtain so easily, having been but a little while under convictions, yet, for all that, some never will obtain. Some will soon lose the sense of things they now have; though their awakenings seem to be very considerable for the present, they will not hold; they have not hearts disposed to hold on through very many difficulties. Some that have set out for heaven, and hope as much as others to obtain, are indeed but slighty and slack, even now, in the midst of such a time as this. And others, who for the present seem to be more in earnest, will probably, before long, decline and fail, and gradually return to be as they were before. The convictions of some seem to be great, while that which is the occasion of their convictions is new; which, when that begins to grow old, will gradually decay and wear off. Thus, it may be, the occasion of your awakening has been the hearing of the conversion of some person, or seeing so extraordinary a dispensation of Providence as this in which God now appears amongst us; but by and by the newness and freshness of these things will be gone, and so will not affect your mind as now they do; and it may be your convictions will go away with it.
    Though this be a time wherein God doth more liberally bestow his grace, and so a time of greater advantage for obtaining it; yet there seems to be, upon some accounts, greater danger of backsliding, than when persons are awakened at other times. For commonly such extraordinary times do not last long; and then when they cease, there are multitudes that lose their convictions as it were together.
    We speak of it as a happy thing, that God is pleased to cause such a time amongst us, and so it is indeed: but there are some to whom it will be no benefit; it will be an occasion of their greater misery; they will wish they had never seen this time; it will be more tolerable for those that never saw it, or any thing like it, in the day of judgment, than for them. It is an awful consideration, that there are probably those here, whom the great Judge will hereafter call to a strict account about this very thing, why they no better improved this opportunity, when he set open the fountain of his grace, and so loudly called upon them, and came and strove with them in particular, by the awakening influences of his Spirit; and they will have no good account to give to the Judge, but their mouths will be stopped, and they will stand speechless before him.
    You had need therefore to be earnest, and very resolved in this affair, that you may not be one of those who shall thus fail, that you may so fight, as not uncertainly, and so run, as that you may win the prize.
    5. Consider in what sad circumstances times of extraordinary effusion of God's Spirit commonly leave persons, when they leave them unconverted. They find them in a doleful, because in a natural, condition; but commonly leave them in a much more doleful condition. They are left dreadfully hardened, and with a great increase of guilt, and their souls under a more strong dominion and possession of Satan. And frequently seasons of extraordinary advantage for salvation,when they pass over persons, and they do not improve them, nor receive any good in them, seal their damnation. As such seasons leave them, God for ever leaves them, and gives them up to judicial hardness. Luke 19:41, 42. "And when he was come near, he beheld the city, and wept over it, saying, If thou hadst known, even thou, the things which belong unto thy peace! but now they are hid from thine eyes."
    6. Consider, that it is very uncertain whether you will ever see such another time as this. If there should be such another time, it is very uncertain uncertain whether you will live to another time, it is very uncertain whether you will eve whether you will live to see it. Many that are now concerned for their salvation amongst us, will probably be in their graves, and it may be in hell, before that time; and if you should miss this opportunity, it may be so with you. And what good will that do you, to have the Spirit of God poured out upon earth, in the place where you once lived, while you are tormented in hell? What will it avail you, that others are crying, What shall I do to be saved? while you are shut up for ever in the bottomless pit, and are wailing and gnashing your teeth in everlasting burnings?
    Wherefore improve this opportunity, while God is pouring out his Spirit, and you are on earth, and while you dwell in the place where the Spirit of God is thus poured out, and you yourself have the awakening influences of it, that you may never wail and gnash your teeth in hell, but may sing in heaven for ever, with others that are redeemed from amongst men, and redeemed amongst us.
    7. If you should see another such time, it will be under far greater disadvantages than now. You will probably then be much older, and will have more hardened your heart; and so will be under less probability of receiving good. Some persons are so hardened in sin, and so left of God, that they can live through such a time as this, and not be much awakened or affected by it; they can stand their ground, and be but little moved. And so it may be with you, by another such time, if there should be another amongst us, and you should live to see it. The case in all probability will be greatly altered with you by that time. If you should continue Christless and graceless till then, you will be much further from the kingdom of God, and much deeper involved in snares and misery; and the devil will probably have a vastly greater advantage against you, to tempt and confound you.
    8. We do not know but that God is now gathering in his elect, before some great and sore judgment. It has been God's manner before he casts off a visible people, or brings some great and destroying judgments upon them, first to gather in his elect, that they may be secure. So it was before the casting off the Jews from being God's people. There was first a very remarkable pouring out of the Spirit, and gathering in of the elect, by the preaching of the apostles and evangelists, as we read in the beginning of the Acts: but after this the harvest and its gleanings were over, the rest were blinded, and hardened; the gospel had little success amongst them, and the nation was given up, and cast off from being God's people, and their city and land was destroyed by the Romans in a terrible manner; and they have been cast off by God now for a great many ages, and still remain a hardened and rejected people. So we read in the beginning of the 7th chapter of the Revelations, that God, when about to bring destroying judgments on the earth, first sealed his servants in the forehead. He set his seal upon the hearts of the elect, gave them the saving influences and indwelling of his Spirit, by which they were sealed to the day of redemption. Revelation 7:1-3. "And after these things, I saw four angels standing on the four corners of the earth, holding the four winds of the earth, that the wind should not blow on the earth, nor on the sea, nor on any tree. And I saw another angel ascending from the east, having the seal of the living God: and he cried with a loud voice to the four angels, to whom it was given to hurt the earth and the sea, saying, Hurt not the earth, neither the sea, nor the trees, till we have sealed the servants of our God in their foreheads."
    And this may be the case now, that God is about, in a great measure, to forsake this land, and give up this people, and to bring most awful and overwhelming judgments upon it, and that he is now gathering in his elect, to secure them from the calamity. The state of the nation, and of this land, never looked so threatening of such a thing as at this day. The present aspect of things exceedingly threatens vital religion, and even those truths that are especially the foundation of it, out of this land. If it should be so, how awful will the case be with those that shall be left, and not brought in, while God continues the influences of his Spirit, to gather in those that are to be redeemed from amongst us!
    9. If you neglect the present opportunity, and be finally unbelieving, those that are converted in this time of the pouring out of God's Spirit will rise up in judgment against you. Your neighbors, your relations, acquaintance, or companions that are converted, will that day appear against you. They will not only be taken while you are left, mounting up with joy to meet the Lord in the air-at his right hand with glorious saints and angels, while you are at the left with devils-but how they will rise up in judgment against you. However friendly you have been together, and have taken pleasure in one another's company, and have often familiarly conversed together, they will then surely appear against you. They will rise up as witnesses, and will declare what a precious opportunity you had, and did not improve; how you continued unbelieving, and rejected the offers of a Saviour, when those offers were made in so extraordinary a manner, and when so many others were prevailed upon to accept of Christ; how you was negligent and slack, and did not know the things that belonged to your peace, in that your day. And not only so, but they shall be your judges, as assessors with the great Judge; and as such will appear against you; they will be with the Judge in passing sentence upon you. I Corinthians 6:2. "Know ye not that the saints shall judge the world?" Christ will admit them to the honour of judging the world with him: "They shall sit with him in his throne," Revelation 3:21. "They shall sit with Christ in his throne of government, and they shall sit with him in his throne of judgment, and shall be judges with him when you are judged, and as such shall condemn you.
    10. And lastly, You do not know that you shall live through the present time of the pouring out of God's Spirit. You may be taken away in the midst of it, or you may be taken away in the beginning of it; as God in his providence is putting you in mind, by the late instance of death in a young person in the town.* God has of late been very awful in his dealings with us, in the repeated deaths of young persons amongst us. This should stir every one up to be in the more haste to press into the kingdom of God, that so you may be safe whenever death comes. This is a blessed season and opportunity; but you do not know how little of it you may have. You may have much less of it than others; may by death be suddenly snatched away from all advantages that are here enjoyed for the good of souls. Therefore make haste, and escape for thy life. One moment's delay is dangerous; for wrath is pursuing, and divine vengeance hanging over every uncovered person.
    Let these considerations move every one to be improving this opportunity, that while others receive saving good, and are made heirs of eternal glory, you may not be left behind, in the same miserable doleful circumstances in which you came into the world, a poor captive to sin and Satan, a lost sheep, a perishing, undone creature, sinking down into everlasting perdition; that you may not be one of them spoken of, Jeremiah 17:6. "That shall be like the heath in the desert, and shall not see when good comes." If you do not improve this opportunity, remember I have told you, you will hereafter lament it; and if you do not lament it in this world, then I will leave it with you to remember it throughout a miserable eternity.
    II. I would address myself to such as yet remain unawakened. It is an awful thing that there should be any one person remaining secure amongst us at such a time as this; but yet it is to be feared that there are some of this sort. I would here a little expostulate with such persons.

    * Joseph Clark's wife, a young woman lately married, that died suddenly the week before this was delivered.
    1. When do you expect that it will be more likely that you should be awakened and wrought upon than now? You are in a Christless condition; and yet without doubt intend to go to heaven; and therefore intend to be converted some time before you die; but this is not to be expected till you are first awakened, and deeply concerned about the welfare of your soul, and brought earnestly to seek God's converting grace. And when do you intend that this shall be? How do you lay things out in your own mind, or what projection have you about this matter? Is it ever so likely that a person will be awakened, as at such a time as this? How do we see many, who before were secure, now roused out of their sleep, and crying, What shall I do to be saved? But you are yet secure! Do you flatter yourself that it will be more likely you should be awakened when it is a dull and dead time? Do you lay matters out thus in your own mind, that though you are senseless when others are generally awakened, that yet you shall be awakened when others are generally senseless? Or do you hope to see another such time of the pouring out of God's Spirit hereafter? And do you think it will be more likely that you should be wrought upon then, than now? And why do you think so? Is it because then you shall be so much older than you are now, and so that your heart will be grown softer and more tender with age? or because you will then have stood out so much longer against the calls of the gospel, and all means of grace? Do you think it more likely that God will give you the needed influences of his Spirit then, than now, because then you will have provoked him so much more, and your sin and guilt will be so much greater? And do you think it will be any benefit to you, to stand it out through the present season of grace, as proof against the extraordinary means of awakening there are? Do you think that this will be a good preparation for a saving work of the Spirit hereafter?
    2. What means do you expect to be awakened by? As to the awakening awful things of the word of God, you have had those set before you times without number, in the most moving manner that the dispensers of the word have been capable of. As to particular solemn warnings, directed to those that are in your circumstances, you have had them frequently, and have them now from time to time. Do you expect to be awakened by awful providences? Those also you have lately had, of the most awakening nature, one after another. Do you expect to be moved by the deaths of others? We have lately had repeated instances of these. There have been deaths of old and young: the year has been remarkable for the deaths of young persons in the bloom of life; and some of them very sudden deaths. Will the conversion of others move you? There is indeed scarce any thing that is found to have so great a tendency to stir persons up as this: and this you have been tried with of late in frequent instances; but are hitherto proof against it. Will a general pouring out of the Spirit, and seeing a conern about salvation amongst all sorts of people, do it? This means you now have, but without effect. Yea, you have all these things together; you have the solemn warnings of God's word, and awful instances of death, and the conversion of others, and see a general concern about salvation: but all together do not move you to any great concern about your own precious, immortal, and miserable soul. Therefore consider by what means it is that you expect ever to be awakened.
    You have heard that it is probable some who are now awakened, will never obtain salvation; how dark then does it look upon you that remain stupidly unawakened! Those who are not moved at such a time as this, come to adult age, have reason to fear whether they are not given up to judicial hardness. I do not say they have reason to conclude it, but they have reason to fear it. How dark doth it look upon you, that God comes and knocks at so many persons' doors, and misses yours! that God is giving the strivings of his Spirit so generally amongst us, while you ar left senseless!
    3. Do you expect to obtain salvation without ever seeking it? If you are sensible that there is a necessity of your seeking in order to obtaining, and ever intend to seek, one would think you could not avoid it at such a time as this. Inquire therefore, whether you intend to go to heaven, living all your days a secure, negligent, careless life.-Or,
    4. Do you think you can bear the damnation of hell? Do you imagine that you can tolerably endure the devouring fire, and everlasting burnings? Do you hope that you shall be able to grapple with the vengeance of God Almighty, when he girds himself with strength, and clothes himself with wrath? Do you think to strengthen yourself against God, and to be able to make your part good with him? I Corinthians 10:22. "Do we provoke the Lord to jealousy? are we stronger than he?" Do you flatter yourself that you shall find out ways for your ease and support, and to make it out tolerably well, to bear up your spirit in those everlasting burnings that are prepared for the devil and his angels? Ezekiel 22:14. "Can thine heart endure, or can thine hands be strong, in the days that I shall deal with thee?"-It is a difficult thing to conceive what such Christless persons think, that are unconcerned at such a time.
    III. I would direct myself to them who are grown considerably into years, and are yet in a natural condition. I would now take occasion earnestly to exhort you to improve this extraordinary opportunity, and press into the kingdom of God. You have lost many advantages that once you had, and now have not the same advantages that others have. The case is very different with you from what it is with many of your neighbours. You, above all, had need to improve such an opportunity. Now is the time for you to bestir yourself, and take the kingdom of heaven!-Consider,
    1. Now there seems to be a door opened for old sinners. Now God is dealing forth freely to all sorts: his hand is opened wide, and he does not pass by old ones so much as he used to do. You are not under such advantages as others who are younger; but yet, so wonderfully has God ordered it, that now you are not destitute of great advantage. Though old in sin, God has put a new and extraordinary advantage in your hands. O! improve this price you have to get wisdom. You that have been long seeking to enter in at the strait gate and yet remain without, now take your opportunity and press in! You that have been long in the wilderness, fighting with various temptations, labouring under discouragements, ready to give up the case, and have been often tempted to despair, now, behold the door that God opens for you! Do not give way to discouragements now; this is not a time for it. Do not spend time in thinking, that you have done what you can already, and that you are not elected, and in giving way to other perplexing, weakening, disheartening temptations. Do not waste away this precious opportunity in such a manner. You have no time to spare for such things as these; God calls you now to something else. Improve this time in seeking and striving for salvation, and not in that which tends to hinder it.-It is no time now for you to stand talking with the devil; but hearken to God, and apply yourself to that which he does now so loudly call you to.
    Some of you have often lamented the loss of past opportunties, particularly, the loss of the time of youth, and have been wishing that you had so good an opportunity again; and have been ready to say, "O! if I was young again, how would I improve such an advantage!" That opportunity which you have had in time past is irrecoverable; you can never have it again; but God can give you other advantages of another sort, that are very great, and he is so doing at this day. He is now putting a new opportunity into your hands; though not of the same kind with that which you once had, and have lost, yet in some respects as great of another kind. If you lament your folly in neglecting and losing past opportunties, then do not be guilty of the folly of neglecting the opportunity which God now gives you. This opportunity you could not have purchased, if you would have given all that you had in the world for it. But God is putting it into your hands himself, of his own free and sovereign mercy, without your purchasing it. Therefore when you have it, do not neglect it.
    2. It is a great deal more likely with respect to such persons than others, that this is their last time. There will be a last time of special offer of salvation to impenitent sinners-"God's Spirit shall not always strive with man," Genesis 6:3. God sometimes continues long knocking at the doors of wicked men's hearts; but there are the last knocks, and the last calls that ever they shall have. And sometimes God's last calls are the loudest; and then if sinners do not hearken, he finally leaves them. How long has God been knocking at many of your doors that are old in sin! It is a great deal more likely that these are his last knocks. You have resisted God's Spirit in times past, and have hardened your heart once and again; but God will not be thus dealt with always. There is danger, that if now, after so long a time, you will not hearken, he will utterly desert you, and leave you to walk in your own counsels.
    It seems by God's providence, as though God had yet an elect number amongst old sinners in this place, that perhaps he is now about to bring in. It looks as though there were some that long lived under Mr. Stoddard's ministry, that God has not utterly cast off, though they stood it out under such great means as they then enjoyed. It is to be hoped that God will now bring in a remnant from among them. But it is more likely that God is now about finishing with them, one way or other, for their having been so long the subjects of such extraordinary means. You have seen former times of the pouring out of God's Spirit upon the town, when others were taken and you left, others were called out of darkness into marvelous light, and were brought into a glorious and happy state, and you saw not good when good came. How dark will your circumstances appear, if you shall also stand it out through this opportunity, and still be left behind! Take heed that you be not of those spoken of, Hebrews 6:7, 8. that are like the "earth that has rain coming oft upon it, and only bears briers and thorns." As we see there are some pieces of ground, the more showers of rain fall upon them, the more fruitful seasons there are, the more do the briers, and other useless and hurtful plants, that are rooted in them, grow and flourish. Of such ground the apostle says, "It is rejected, and is nigh unto cursing, whose end is to be burned." The way that the husbandman takes with such ground, is, to set fire to it, to burn up the growth of it.-If you miss this opportunity, there is danger that you will be utterly rejected, and that your end will be to be burned. And if this is to be, it is to be feared, that you are not far from, but nigh unto, cursing.
    Those of you that are already grown old in sin, and are now under awakenings, when you feel your convictions begin to go off, if ever that should be, then remember what you have now been told; it may well then strike you to the heart!
    IV. I would direct the advice to those that are young, and now under their first special convictions. I would earnestly urge such to improve this opportunity, and press into the kingdom of God.-Consider two things,
    1. You have all manner of advantages now centering upon you. It is a time of great advantage for all; but your advantages are above others. There is no other sort of persons that have now so great and happy an opportunity as you have.-You have the great advantage that is common to all who live in this place, viz. That now it is a time of the extraordinary pouring out of the Spirit of God. And have you not that great advantage, the awakening influences of the Spirit of God on you in particular? and besides, you have this peculiar advantage, that you are now in your youth. And added to this, you have another unspeakable advantage, that you now are under your first convictions. Happy is he that never has hardened his heart, and blocked up his own way to heaven by backsliding, and has now the awakening influences of God's Spirit, if God does but enable him thoroughly to improve them! Such above all in the world bid fair for the kingdom of God. God is wont on such, above any kind of persons, as it were easily and readily to bestow the saving grace and comforts of his Spirit. Instances of speedy and sudden conversion are most commonly found among such. Happy are they that have the Spirit of God with them, and never have quenched it, if they did but know the price they have in their hands!
    If you have a sense of your necessity of salvation, and the great worth and value of it, you will be willing to take the surest way to it, or that which has the greatest probability os success; and that certainly is, thoroughly to improve your first convictions. If you so so, it is not likely that you will fail; there is the greatest probability that you will succeed.-What is it not worth, to have such an advantage in one's hands for obtaining eternal life? The present season of the pouring out of God's Spirit, is the first that many of you who are now under awakenings have ever seen, since you came to years of understanding. On which account, it is the greatest opportunity that ever you had, and probably by far the greatest that ever you will have. There are many here present who wish they had such an opportunity, but they never can obtain it; they cannot buy it for money; but you have it in your possession, and can improve it if you will. But yet,
    2. There is on some accounts greater danger that such as are in your circumstances will fail of thoroughly improving their convictions, with respect to stedfastness and perseverance, than others. Those that are young are more unstable than elder persons. They who never had convictions before, have less experience of the difficulty of the work they have engaged in; they are more ready to think that they shall obtain salvation easily, and are more easily discouraged by disappointments; and young persons have less reason and consideration to fortify them against temptations to backsliding. You should therefore labour now the more to guard against such temptations. By all means make but one work of seeking salvation! Make thorough work of it the first time! There are vast disadvantages that they bring themselves under, who have several turns of seeking with great intermissions. By such a course, persons exceedingly wound their own souls, and entangle themselves in many snares. Who are those that commonly meet with so many difficulties, and are so long labouring in darkness and perplexity, but those who have had several turns at seeking salvation; who have one while had convictions, and then have quenched them, and then have set about the work again, and have backslidden again, and have gone on after that manner? The children of Israel would not have been forty years in the wilderness, if they had held their courage, and had gone on as they set out; but they were of an unstable mind, and were for going back again into Egypt.-Otherwise, if they had gone right forward without discouragement, as God would have led them, they would have soon entered and taken possession of Canaan. They had got to the very borders of it when they turned back, but were thirty-eight years after that, before they got through the wilderness. Therefore, as you regard the interest of your soul, do not run yourself into a like difficulty, by unsteadiness, intermission, and backsliding; but press right forward, from henceforth, and make but one work of seeking, converting, and pardoning grace, however great, and difficult, and long a work that may be.

    Click here to learn about our forthcoming book release taken from previously unpublished manuscripts of Jonathan Edwards: Knowing the Heart: Jonathan Edwards on True and False Conversion

    Please visit our other web sites: The Torments of Hell, The Narrow Way, The Glory of Heaven, The Terrors of Hell , Suicide: Gateway to Peace? and The Pilgrim's Progress Primer. To read an account of two modern examples of conversion similar to those described by Jonathan Edwards in A Faithful Narrative, please see The Testimony of Eye-Kyung Choi and The Testimony of Patricia Mills.


    Pressing into the Kingdom of God and other sermons by Jonathan Edwards
    are available in tract form from:

    International Outreach, Inc.
    P. O. Box 1286, Ames, Iowa 50014
    e-mail: wnichint@aol.com

    Anonymous said...

    Obviously, the truth is on the board if someone is going to clutter up the posts like last night.

    Anonymous said...

    lol...somebody doesn't want us to be reading this!!!

    Anonymous said...

    Good job greg, you post you're religiuos views on this site.and try to overload it.
    The good children of lenatures will NOT follow you in to HELL! no matter what you and you're minions post!
    You should go to you're church and ask them to teach you about the Ten Commandments!
    It's clear you follow you're own religion, or at least that's what you call it?

    Anonymous said...

    12/27/06 8:41AM Could that be Karla or Greg Podlucky posted that comment!!!!

    Anonymous said...

    LOL...Stooges -- all of them and their families. Their families have to be so brain-washed and blind. Greg wouldn't dare sit down and do this himself. He probably appointed someone to keep watch and threatened to kick them out of the family on New Years Eve.

    Anonymous said...

    Yes, Spurgeon Ministries and the "Bee Story" had to be posted by Karla and/or Greg Podlucky.

    Anonymous said...

    ok this is nuts now he clogged our site !!! HELP HELP

    Anonymous said...

    ok this is nuts HELP HELP HELP he clogged our site

    Anonymous said...

    They are all too laughable. This is fun!!!

    Anonymous said...

    Freedom of speech shall prevail!

    Anonymous said...

    Some major settlements in Catholic clergy abuse cases
    Associated Press/December 1, 2006

    Sexual abuse by Roman Catholic priests has cost the U.S. church more than $1.5 billion since 1950. The following is a list of some of the largest known payouts to victims since the crisis intensified in 2002 with revelations that a molester priest was moved among parishes in the Boston Archdiocese without alerting parents or police:

    Diocese of Orange, Calif., 2004, $100 million for 90 abuse claims.
    Diocese of Covington, Ky., 2006, up to $85 million for roughly 350 people.
    Archdiocese of Boston, 2003, $85 million for 552 claims.
    Archdiocese of Los Angeles, 2006, $60 million for 45 lawsuits.
    Diocese of Oakland, Calif., 2005, $56 million to 56 people.
    Archdiocese of Louisville, Ky., 2003, $25.7 million to 243 victims.
    Diocese of Tucson, Ariz., 2005, agrees to fund a settlement trust worth about $22 million for more than 50 victims as part of a plan to emerge from bankruptcy protection.

    Anonymous said...

    Hear the one about the fat business owner and loyal followers that defrauded lenders, had two sets of books, and shreaded documents, while fooling everyone to believe that he is an extreme follower of GOD to cover up his indiscretions? We'll be able to post those articles pretty soon...can't wait!!!

    Anonymous said...

    Hear the one about the fat business owner and loyal followers that defrauded lenders, had two sets of books, and shreaded documents, while fooling everyone to believe that he is an extreme follower of GOD to cover up his indiscretions? We'll be able to post those articles pretty soon...can't wait!!!

    Anonymous said...

    12:02, you should not talk about the Pope like that!

    Anonymous said...

    obviously the podluckys or bl are placing all sorts of messages on this blog - cant wait to see them go to jail - for a very very long time

    Anonymous said...

    I wonder if suday school is over?we have all learned so much about you're religion!!!!!!!!!!!!!
    Maybe,you could put something on here to show us how to make money. that's right,you already have! all we have to do is follow in you're foot steps(GOD)/greg p. ?

    Anonymous said...

    Want to see the FAT Businessman click on this link!!!!
    http://longorshortcapital.com/le-natures-disaster.htm

    Anonymous said...

    Does anyone notice, most of these blogs from greg&gang are about crimes. Hmmmmmmm!

    Anonymous said...

    Imagine that. It sounds that they read a lot about crimes. It's a shame they support such activity.

    Anonymous said...

    Better yet, news.bbc.co.uk/2/hi/europe/5349808.stm

    Anonymous said...

    Love the headlines about this case...
    Le-Natural Disaster
    Naughty by Le-Natures
    Le-Natures in Hot Water
    Bottled-Water Maker Has Got a Niagara of Problems

    Anonymous said...

    IF YOU GO TO THE WESTMORELAND COUNTY PUBLIC RECORDS SEARCH, YOU CAN SEE HOW SUE HAPPY GREG AND PRECIOUS(YEAH RIGHT)KARLA REALLY ARE, I GUESS THEY FEEL THAT THEY DON'T HAVE TO PAY ANYBODY FOR ANYTHING, DID YOU TWO EVER THINK THAT YOU DESERVED ALL THE TERRIBLE THINGS THAT HAVE HAPPENED TO YOU? YOU DO---FROM THE VERY BEGINNING AND YOU BOTH KNOW EXACTLY WHAT I MEAN

    Anonymous said...

    Karla? So why was he sleeping with Tammy and/or Carol? Religious rite I guess.

    Anonymous said...

    well carol did have some tig bitties...

    Maybe that was hiring requirement...

    Anonymous said...

    I didn't think she'd have to resort to that, though. She could have worked out somewhere else. That had to have been ugly for her.

    Tammy...ugh.

    Anonymous said...

    come on greg, we miss you're comments, everybody is waiting to here from you?
    you're words of wisdom make me excited! it looks like you only speak other people's words.
    common it's anonymous,we can't send our bodyguard after you!

    Anonymous said...

    I wonder who was sharing those toys...

    Hopefully they sanitized them after each use with mountain fresh city water...

    Anonymous said...

    I think they used Stoneys beer !!

    Anonymous said...

    Not Karla obviously!! Where were these "secret" rooms?

    Anonymous said...

    by the sonund of it he had a lot of secret rooms ! and dark places!

    Anonymous said...

    Maybe GP should have spent more time running a business rather than suing and getting sued...

    How do we know Tammy was messin' round with GP??

    Anonymous said...

    She was horrible. She was not good at anything else. Some say she had something over on him. Was there any paternity test done on her kid?

    Anonymous said...

    they used a different test,they used a water test!

    Anonymous said...

    Was Drew Murin w/ Lenatures from the beginning?? I didn't work there for long, but I never understood his role. Basically, it seemed like he just followed greg around. He was probably the real mastermind and greg was his b*tch. I remember I was in a training class in the conference room with the plasma tv's. Right in the middle of the meeting drew threw us out because there was another meeting that need the room. Evidently that was a lie because I went back to check and the room was empty.

    I think all the former employees should meet up at sharkies and reminisce about all the great times...

    Anonymous said...

    Does anyone know if they will liquidating any product. I did like the green tea.

    Anonymous said...

    GREG,
    SINCE YOU'VE BEEN KNOWN TO READ THIS COLUMN I WANTED TO ASK YOU AND THE OLD LADY IF YOU HAVE EVER PAID A SINGLE CONTRACTOR THAT HAS DONE WORK FOR YOU, WITHOUT THEM HAVING TO SUE YOU TO GET THEIR MONEY------BY THE WAY NICE LIEN FROM ZEPSA-----

    Anonymous said...

    What is the matter Jay? Are you censoring comments? What happened to Free Speech?

    Anonymous said...

    I liked the Green Tea also. It is a shame that the product was good but the managment was bad.

    Anonymous said...

    Comment moderation has been enabled. All comments must be approved by the blog author.

    Anonymous said...

    What happened to free speech?????

    Anonymous said...

    If lawyers count as contractors, then the answer is a resounding yes. He made sure they were paid.

    Anonymous said...

    I don't blame the moderator. I'm sure that comments that are valid to the discussion will be kept. I'm certain that the random meaningless blurbs that were sent out previously will be taken care of. Kudos to the validation of comments pertaining to this thread.

    Anonymous said...

    DID ANYONE EVER FIGURE OUT WHAT ALL THE RELIGIOUS "CRIME" ARTICLES WERE ABOUT? I HOPE THIS ISN'T WHAT GREG AND KARLA ARE GOING TO DO NEXT!

    Anonymous said...

    Who really cares, given the "anonymous"?

    Anonymous said...

    While alot of this conversation makes for good theatre, everyone should still remember that our system is predicated upon the belief that one is innocent until proven guilty. Although it is often hard to speak softly because of the hard times that some of us face, it is always best to follow the presumption of innocence. I believe that we can still discuss the happenings in the case as well without all of the nasty rhetoric. Time will tell the tale, and I have to believe justice will prevail.

    Anonymous said...

    We know the man is not innocent by any means. Skip the innocent until proven rhetoric. I want hear peoples accounts of what he did.

    Anonymous said...

    Is it true that Greg accomodated Diane, Chris C. and Fred for all the help they gave in the shreading that occurred for that week? Maybe they don't have to worry about not having a job. Does anybody know anything about this?

    Anonymous said...

    It seems as though any request by the plaintiffs in this case is too broad and/or unduly. I guess we should continue listing specific occurrences of everyday life at Le'nature's.

    Was there really every any reason for them to install a state of the art camera system viewable by a 50' plasma t.v?? I guess to keep all of those pesky investors out....

    Anonymous said...

    In response to anonymous 12/27/06 5:58pm. Yes, I know something about it. Chris C. had nothing to do with anything that went on here and NO Greg did not accommodate him. Next time when you want to make an accusation, make sure that you have all your facts straight.

    Anonymous said...

    So Greg accommodated the others!!

    Anonymous said...

    What is the deal with Bob L? Does anyone know who hired him?

    Anonymous said...

    One thing i have to say to g.p. is, when you keep kicking the dog, eventually the dog will turn around and bite you in the ass!
    I hope he bites you where it will hurt most . you,re money ! the rest of world knows the money does,nt make the man, like you and you,re arrogance believe! the tru test of a man is his character. which you have none!

    Anonymous said...

    In regard to recently mentioned "accomodated" employees, there are a lot of facts.

    Anonymous said...

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Anonymous said...

    and now to Mr Barry Dwire the wanna be Soldier..I'll Be HAPPY TO GIVE UP MY NAME.If your willing to take an ass BEATING for those CLOWNS..Then i'll Be HAPPY TO OBLIGE YOU..goes FOR GREG JOHNATHN.DREW AND you BOB..Missed you by a second once..i'll be more then willing to do the time.shame i'll do more and harder time.but i'm willing ..See you soon guys

    12/26/2006 12:07 AM

    THREATENING A PERSON IN ACTIVE DUTY DURING A WAR PERIOD IS CONSIDERED AN ACT OF TREASON. THIS MATTER IS BEING REPORTED TO THE DOD.

    Anonymous said...

    Somebody needs a cookie and nap!! I'm going to tell my mommy!!!!

    Anonymous said...

    In the history of the United States there have been fewer than 40 federal prosecutions for treason and even fewer convictions. I think you are safe.

    Anonymous said...

    Not in this day and age. Check out the happenings in Gitmo.

    Anonymous said...

    I have been contacted by the law firm conducting the stock holder's lawsuit and I would just like to let you guys know that I think the Pods are in for a world of hurt.

    Anonymous said...

    ron&ray, or mixing department, maybe you could tell everyone why you are so mad at Barry Dwire,he was fired before things happend at Lenatures.
    this looks like it's personal, if he had something to do with the demise of things or greg.p let us know. if not stop crying over spilled milk !

    Anonymous said...

    Guys lay off the damn threats to these assholes they will be taken care of by the Feds and the lawsuits just let them hang don't get yourselves into trouble. These pricks have hit me for about 2K and one of my brokers is out 6K in commisions it happens jsut chill out and let them hang.

    Anonymous said...

    I have been contacted by the law firm conducting the stock holder's lawsuit and I would just like to let you guys know that I think the the stock holders are in for a world of hurt.

    Anonymous said...

    I have no doubt the stockholders and crditors are in for a world of hurt too.

    Anonymous said...

    Drew was there from the beginning. He has no degree in business. He was a contractor. He became Greg's buddy. Take it from there!!!

    Anonymous said...

    Where is Bob Lynn working?

    Anonymous said...

    Another thing, I hope people aren't buying into this artificial feud between g.p. and the Trib. A Recently, he was seen with scaife probably planning the next move to get any potential trial out of town due to overexposed media coverage. Check out the property records, the big ass house he's building is on scaife's mother's property. Rumor has it g.p. was honoring scaife by building a big ass house on the property. What a joke!!!

    Anonymous said...

    well as far as reporting to the DOD.LOOK BACK to 12/14/06.it was written that as soon as I come back i'll accommodate you for a coffee and a ass kicking.i'm sure the commanding officers would enjoy spending there time with this...

    Anonymous said...

    greg told his people,once your in my house, you can never get out.what a joke.

    Anonymous said...

    Can anyone atest to how soon we will start hearing things again about what is happening?

    Anonymous said...

    Quiet day. What's going on!?!

    Anonymous said...

    Where's Bob Lynn working?

    Anonymous said...

    beats me, sure he is even employed?

    Anonymous said...

    I would just like to thank Greg,Johnathn,Drew and Bob for the great New Year i'm about to have.i'll be living on the streets. sold my car and filed chapter 11.what a great year.

    Anonymous said...

    Bob Lynn is working for another local company - I am sure he will take them under too !

    Anonymous said...

    happy new years everyone,to a better year for all of us,all be safe.

    Anonymous said...

    To all fellow LeNature's Employee's: with the new year let us look ahead and not back. We cannot change what has happened,but we all each can let it go and look forward. Do not dwell on the past,it serves no purpose. It will only consume you. Turn a negitive into a Positive.God bless you all.

    Anonymous said...

    Everyone here is blaming Le-Natures and the Managment for their misfourtines. the truth is if you did not like the way you were treated you always had the opition to walk out the door and never look back. Like the saying goes fool me once shame on you fool me twice shame on me.You might ask why I feel this way because I was there and made the choice to walk out the door.

    Anonymous said...

    What are you babbling about.it was management and there greed.I also was there.you show me where i'll find a job.as long as I was there which was 5 years.seldom did I see people with families quit.they needed the money.not the abuse that went with it.if you don't feel sorry then somethings a matter with you.you must be one of gregs followers .no one wanted these good people to invest there time and sweat for them to steal it.

    Anonymous said...

    To 7:59 12/31/2006 No i'am not one of Greg's followers but I can tell you I had respect for myself and family and did not put up with the treatment because I had a job in Latrobe. I looked for a while and yes there are jobs out there they may not be in your back yard meaning Latrobe but let me say this I may travel 30 minutes to work but I feel good at the end of the day knowing I'am doing something that makes me feel good and treated well please, do not forget you and you alone are the the architect of your future and happiness.

    Anonymous said...

    Lets get back to the facts 12/31/58 8;18.he stole a lot of peoples futures.they banked on it.buying hoses having kids.I have a hard time believing that you took the abuse and calmly sit there preaching that I hold my future .I thought I was.he stole it.no matter how you put it.he gained riches on the blood and sweat of others.I find it difficult to believe that someone other t en a hurt worker or a Podlucky follower would wait here for a response.and you don't sound like an abused worker.trust me.I seen plenty of his handy work.they were just no good.

    Anonymous said...

    to whom wrote on12/31/06 at 7:16pm i worked there for a long time,i did not know all this was going on,but i drove 45min to work,i loved working there, i loved the family i had,i miss them all.i have a family,and i got payed good there,and no there is no jobs around here that pay as good as they did.so who you fooling,and who with a family could aford to guite?not me.im a single mother of two.

    Anonymous said...

    In this day and age NO one can just walk out of a job these folks that said they did well thats good for them but everyone is not alike the fear of a not being able to take care of your family , to provide a decent paycheck which allows them to do so far out weighs the abuse you take. you just dont think of yourself you think of your family so please who ever is behind the the accusations think twice before mouthing off again just because you were lucky enough to find employment elsewhere just think of the people. A lot of people just dont have the luxury of quitting when you have to live week to week .

    Its not their fault what has happened, nor are we to blame for the acts of greed. If jobs were not so hard to find unemployment office would not be so busy.

    I cant figure out this whole mess nor why it would happen to all the employees who worked so hard just lets try an figure out who did what and why, why would the podluckys do this. maybe we will never know the whole story and who was behind the lies, how could there be two more plants when there was not enough money for our plant. If the big bankers were fooled , and the investors were fooled guess we cant take the blame for being fooled ourselves and thats why we stayed in hopes things would get better a paycheck a week is better then none.

    Anonymous said...

    Hey Greg.you like writing scriptures.how about read a few.like thou shall have no other godsbefore.yours was money .thou shall not worship any graven image .again money.thou shall honor mother and father.thou shall not commit adultery.thou shall not STEAL.you didn't write these greg.the true god did.it's called the ten commandments.

    Anonymous said...

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Everyone be assured the Executive and Legislative Branches are watching what is going on, because why would the trustee be authorized to spend $9MM to continue investigating when only $200,000.00 was needed to purchase closures so Latrobe could continue with production.

    Anonymous said...

    Greg you seem to have obsession with sexual cases.were you abused or an abuser as a child?.well your right.there all sick men.now you can take your place next to them.or is that your next scam claiming you were abused by a priest.you sure earned your place in the hall of fame of shame .

    Anonymous said...

    I just wouldlike to know how Greg got that fat ass in that small hole?

    Anonymous said...

    What I don't understand is Johnathn still able to run free.he's on probation for a second DUI.isn't that a violation of probation?.not to commit more crimes.

    Anonymous said...

    In my opinion and alleging that what you all don't seem to want to accept or believe is that LeNatures was never a real company. 200,000 would not have kept it operational because there were not enough operations period! You have to come to grips that you were working for a company that was borrowing money instead of producing profit. This company's product was "borrowing money" and living off of it, not producing product. Get a handle on reality. Yes, you were lied to but there is no way that the company was going to remain. Just understand this. If you ever had to borrow money before you would have had to provide proof of income. So this company borrowed lots of money and it's proof of income were doctored financials. They had to spend some money on the plants themselves to appease the lenders and investors, the rest was all smoke and mirrors. It would be the same thing as you all making up a W-2 to borrow enough money to buy a home even though you really couldn't afford it. Then you borrow more to make the payments on the first loan, and so on. It's all fake and sooner or later it catches up to you.

    Anonymous said...

    Greg your the expert on numbers .here's one for you.3X15.that's 3 years for each charge against you so far. so a third of that's 15 years.

    Anonymous said...

    To 1/02/07 12'40.thats one of gregs hench men saying how there spending money on lawyers to keep the investigation going when they only spent 200 thousand to shut it down.that's his sick reasoning .

    Anonymous said...

    comment of 12:40 - Thank you for your comment that is very clear to me now just did not want to face the truth . when you believe in your work and work hard at what you do you just never figure some one can be so so dishonest. reading up on a lot of facts about the podlucky's, stoney's filed bankruptcy not long after greg was given money from stoney's for his suppose share of that company

    Anonymous said...

    In response to 1/1/07 8:56pm
    you will not be able to buy you're way out of this one! like the diocese did !
    the more trash you put on,shows everyone how you are!!!
    greg-remember: christ likeness?

    Anonymous said...

    greg&gang's new year resolutions:
    read ten commandments and follw them.
    buy my way out of this mess.
    lose weight.
    build new training facility for former workers?
    get my cars back.
    hire new bodyguard.
    get bigger paper shredder.
    build new secret room.
    buy new sex toys!
    get rabbi to pronounce my bloggers as kosher.
    Like these? add you're own!

    Anonymous said...

    For 1/02/07 1:00 Surely you are misguided. Can't you understand that nearly a billion dollars of debt cannot be supported by the small amount of real business the company was doing? The investigation is ongoing in order to bring wrong doers to justice...When a company reaches out into venture capital sectors and the junk bond market to raise capital in which to grow, then uses the capital for purposes other than intended, that goes against the rules and regulations of Corporations (voids out the corporate veil.) These practices also cause the damage that you all are going through now.

    Apparently you are so bent on hating the Podlucky's and the others that you can't clearly understand what was written,was done so to help you all understand what is allegedy going on and what has happened and to come to terms with the facts at hand.

    I understand your anger, however you need to set anger aside for a little while and research and learn what really occurred.

    A henchman would have no reason to tell you these things, a henchman would defend the company, not the courts.

    Anonymous said...

    comment of 3:18 : Thank you again it is very difficult to try and understand all this mess. please dont stop trying to help us all understand. most of us need to better understand what has happened, why it happened and what the law will do. The employees were not the only victims in this fraud but also the hard working people that invested there 401k money their retirement money with the investment company that invested in this phony company and then there's the bank why would a bank give all that money on an un audit financial report. does any one have a clue I sure dont seems to me the bank is in trouble also.

    Anonymous said...

    To 1/2/07 3'18.who should these people be mad at.sounds like your a bit testey.all they known is that there out of a job.but apparently yours alouds you the time to research .something these people could careless about .they were robbed .who lead them to believe that they had jobs?.who stole there dreams hopes.put it as you may.podluckys stole that.so all your research won't change the fact.tell those 238 people that it was a paper company.but you tell me just this.WHO IS BEHIND THIS MESS? AGAIN PODLUCKY.NO MATTER HOW YOU READ IT.I HAVE THAT RIGHT TO HATE HIM.SO DO 237 OTHER PEOPLE.you need not keep on filling this blog about paper companies .there not dumb people .just hurt.

    Anonymous said...

    Again, your anger is well founded. However it serves no purpose and gets you no where. Yes, you were allegedy lied to and put to work and by the sounds of it, not treated well in terms of respect. You have every right to be angry and you should be, but that won't change the past. All that was suggested, was that you set aside the hate for a few minutes and realize that the company could not be saved no matter what you think. 200k or 1 million wasn't going to save this company.
    It will take a while for the the case to come to pass, and if the heads of the company are found liable (if they are indicted), I would hope that you have an opportunity to make an impact statement to the court as a victim of this mess, as should the others.

    Nobody said these people are dumb, apparently you want to read into the postings more than you should. Providing people with a differant picture of what's going on rather than voicing anger is another way of venting frustration. You may not agree, and I respect that, but some may find these views helpful in moving forward some may not, either way I wish you no ill will.

    Anonymous said...

    I agree with the writer above.but also these people with all the abuse there was there should feel no shame.any company reading anything that happened to them should have no fear in hiring them.if they treat them just slightly better there in for some of the best workers out there.they ate all there threats, abuse,and derogatory remarks made daily .they made it a family atmosphere .not the owners.keep your chins up men and women

    Anonymous said...

    i want to know why there is 15 workers still working there,when we have been out of work since nov?and brit has only worked there 1yr. we all worked longer.fred has done her well.i guess if another comp comes in she's on top of list.screw us all.they are all behind it.thats what kills me.what your feeling?

    Anonymous said...

    More than likely, they need a skeleton crew to run systems and keep them running to pull information as needed for the investigation. I'd imagine they are still trying to make sense out of record keeping and books to get the most accurate account of what happened there for the past years

    Anonymous said...

    Don't have any issue with those still working there. Their work will probably only help the prosecuctions case against Podlucky and gang. Not sure how they were approached but they may have had no choice if it would be considered obstruction of justice if they didn't help.

    Again, don't show hate to those still there as they are probably helping the case against Podlucky and gang.

    Anonymous said...

    Well both writers are right.they may know were certain documents are.books ect.as far as bittney and fred.only work she does or knows happens to be on her back.those two have no morals.any 62 year old guy buying a 20 year old gifts from victoria secrets has to be a bit sick too.if any companies do come in.they'll be gone.they'll want to wash there hands of all company bosses including fred.and brittney knows nothing to help her stay.fred picked her for the sex.she's just to inmature girl that thinks sleeping your way to the top works.

    Anonymous said...

    Rest assured any company willing to come in Will change personal.they'll want no stigma associated with there former owners.I worked at rollingrock.and city brewery cleard house.they'll run it there way with there people.

    Anonymous said...

    Correct, when a new company takes over any business, they generally either re-interview and terminate the ones they don't want and rehire the ones they feel will fit their mold and work under their guidlines. In this case, I don't believe that the management and salaried personnell would be retained, but I believe if a new company purchases the plant that the labor force would definately have a very good shot of returning to work.

    As to the workers that are still there, you can't just shut the operations down and walk away. The custodian of the business needs some help to disect the record keepping in order to both assist in the investigation as well as care for what's left of the investors property. There are rules and regulations that govern situations such as these and they take time to work through.

    Anonymous said...

    For 1/3/07 12:03 pm - Thank you for taking the time to help clarify this situation. It's difficult to sift through the information when all we get is bits and pieces through the newspapers. I, for one, appreciate the logical approach that you are taking, and sincerely welcome the fact that you are taking the opportunity to pass your insight on to the rest of us.

    Anonymous said...

    Come on everyone you remember in 2004 and 2005 when the trucks were backed up to route 30 and we could not produce enough cases to fill orders and the cops were directing traffic and the neighbors were complaining. What is going happen when we start back up? Are the neighbors going to complain? Someone needs to address that issue so there can be a better traffic flow or the new owners will be in the same position as the idiots before them. Latrobe needs to solve this issue somehow. I hope the new owners do not over sell and think this plant can run 24-7, it needs maintenance.

    Anonymous said...

    ok in 2004 & 2005 who was buying this stuff when it was so suppose to be so busy was it really selling??

    Anonymous said...

    As for trucks lined up they were real, maybe the paper was not real! but the trucks were all loaded!they had several satelite warehouses.
    I don't know about sales?

    Anonymous said...

    Allegedly Smoke and mirrors with the trucks. Look real busy when the banks come to check out the plant and the loan will be forthcoming. The product is allegedly dumped or restocked. Remember, if you were that busy then, you would have been that busy now and the company could have been profitable and the sales would have been there, it wasn't and they weren't either.

    Anonymous said...

    You know what.there product really wasn't that bad.there are people that really liked the flavored waters,teas ect.if he would of worked has hard to make it a legitimate product as he did making it a corrupt one.he may of made it.greed took over.

    Anonymous said...

    Come on everyone you remember in 2004 and 2005 when the trucks were backed up to route 30 and we could not produce enough cases to fill orders and the cops were directing traffic and the neighbors were complaining. What is going happen when we start back up? Are the neighbors going to complain? Someone needs to address that issue so there can be a better traffic flow or the new owners will be in the same position as the idiots before them. Latrobe needs to solve this issue somehow. I hope the new owners do not over sell and think this plant can run 24-7, it needs maintenance.

    Anonymous said...

    Allegedly Smoke and mirrors with the trucks. Look real busy when the banks come to check out the plant and the loan will be forthcoming. The product is allegedly dumped or restocked. Remember, if you were that busy then, you would have been that busy now and the company could have been profitable and the sales would have been there, it wasn't and they weren't either.

    I don't chink cho! Kroll! We got your ISP.

    Anonymous said...

    Well we all know now why millions of bottles were destroyed at the Latrobe plant.always 3-11 or 11-7.rain or snow.we stood outside helping him scam more investors .only makes sense now.well I hope kroll or the government are reading these blogs.tell everyone to write.more the better on how he unwittingly lead us on.for his own capital gain.

    Anonymous said...

    yes now it is making things more clear,thats why we where outside,in rain,snow dumping old product,and heat,it wasn't going anywhere.after we bust are ass too produce the product.it wasn't going nowhere.i just thought they raised the price and no one wanted to pay.

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