to the growers as announced on November 8, 1974, was based on a per cwt. level of $14.35. This, as has been seen, permitted the company to hold its borrowing to $78,000,000. Yet, on August 28, 1974, wearing another hat, Great Western United said in a proxy statement prospectus:
"Great Western Sugar has a recurring need to obtain short-term bank financing to pay growers during the time interval between the purchase of sugar beets and the sale of the finished products; it obtains the required funds through bank `sugar-line' financing consisting of short-term loans. Since growers receive approximately 85% of the amounts due to them in November or December of each year, the sugar-line financing requirements are then at their highest. Great Western Sugar negotiated sugar-line financing amounting to$84,177,500 for the 1972 crop, and $81,166,000 for the 1973 crop. Management presently anticipates that financing requirements *1176 for the 1974 crop may substantially exceed any amounts previously borrowed by Great Western Sugar, although the financing requirements will be dependent in part upon future sugar prices."
Undeniably, sugar prices went up, but the bankers froze the loan limits and effectively fixed the amount of the initial payment despite the higher prices and the higher anticipated returns. Great Western's financial needs went up, but its financial abilities went down, and the growers were made to bear the brunt of this revolting development.
Great Western's 1974 problems multiplied the built-in conflicts of interest under which the company operated. The Cooperative and Great Western United entered into a contract for the sale of