Howard Pontiac-GMC, Inc. - Page 5

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          the operations of petitioner from 1978 through 1991.  Mr. Howard            
          has been president and general manager of petitioner since 1978.            
          By 1988, petitioner, primarily through the efforts of Mr. Howard,           
          had become the number 2 volume sales leader for Pontiac and GMC             
          trucks in the State of Oklahoma.  By 1988, petitioner had also              
          become the number 1 volume retail sales leader in the State of              
          Oklahoma for Mazda, Subaru, and Yugo.                                       
               The facilities at the automall were approximately twice as             
          big as were needed for petitioner's operations.  Petitioner was             
          very successful with the vehicle lines represented; however, the            
          overhead expense from the oversized facilities made the                     
          acquisition of other vehicle lines very important to petitioner.            
          In 1988 and 1989, Mr. Howard was actively seeking additional                
          automobile lines from other manufacturers for his automall.  Mr.            
          Howard talked to manufacturers about new dealerships that might             
          be awarded in the Oklahoma City area.                                       
               Mr. Howard was also looking for dealerships whose assets               
          could be acquired without the necessity of having to enter into             
          an agreement to lease or purchase the real estate where the                 
          dealership was located.  In approximately 1988 or 1989,                     
          petitioner became very interested in the possibility of                     
          representing Dodge, Chrysler-Plymouth, or Jeep-Eagle.  Petitioner           
          could not operate a Jeep-Eagle distributorship without a Jeep-              
          Eagle franchise.                                                            

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