Lumber City Corporation, f.k.a. Neiman-Reed Lumber and Supply Company, Inc. - Page 5

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          low as evidenced by the high rates of workmen's compensation                
          claims and inventory shrinkage that most likely resulted from               
          employee theft.  Petitioner was also experiencing increased                 
          competition around that time from the entry of large discount               
          home centers into its market.                                               
               After petitioner redeemed UBM's shares during April 1985,              
          petitioner's shareholders were interested in finding someone to             
          manage petitioner's business and return it to profitability so              
          that they could sell it.  Someone suggested to Mr. Neiman that he           
          contact Jesse Ruf (Mr. Ruf), who had many years of experience in            
          managing home centers.                                                      
               During 1970, the president of W.E. Cooper Lumber Co. (Cooper           
          Lumber) recruited Mr. Ruf to become its general merchandise                 
          manager.  At that time, Cooper Lumber, which owned two stores in            
          Los Angeles, California, and was building a third, was in the               
          process of shifting from a lumberyard to a home center business.            
          Prior to Mr. Ruf's joining Cooper Lumber, its majority owner and            
          leader, Bill Cooper, died, and that company was experiencing                
          financial difficulties.  Upon joining Cooper Lumber, Mr. Ruf was            
          responsible for marketing, merchandising, advertising, day-to-day           
          operations, human resources, and finances.  He helped Cooper                
          Lumber change its product mix by downplaying its lumberyard and             
          increasing the variety of items it sold from 18,000 to 34,000.              
          While he was employed by Cooper Lumber, sales increased from                





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