Estate of Paul Mitchell, Deceased, Patrick T. Fujieki, Executor - Page 23

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               As chairman, Mr. Taylor was responsible for Minnetonka's               
          strategic acquisitions.8  In 1985, when JPMS' sales approximated            
          $10 million, a financial adviser to JPMS solicited Mr. Taylor's             
          interest in acquiring JPMS.  However, Minnetonka determined that            
          JPMS was too small and that the Paul Mitchell brand name was not            
          strong enough to stand on its own; accordingly, Mr. Taylor declined         
          to enter discussions at that time.                                          
               Two years later, Minnetonka targeted the salon industry for            
          acquisition candidates, and Mr. Taylor contacted Redken, Sebastian,         
          and JPMS.  During this time, the annual sales of these companies            
          were approximately $120 million, $60 million, and $50 million,              
          respectively.   Although Minnetonka agreed to acquire Sebastian for         
          $100 million in late 1987, the sale was not consummated.                    
               Mr. Taylor initiated discussions with Mr. DeJoria in the fall          
          of 1987 (JPMS'  1988  fiscal  year)  when  JPMS'  sales  were               
          approximately $50 million.  Mr. Taylor informed Mr. DeJoria that            

               8    Mr. Taylor was involved in the August 1987 sale of                
          Minnetonka's liquid soap business to Colgate-Palmolive Co. for              
          $60 million, the November 1988 acquisition of the Vitabath                  
          business from Quintessence for $38 million, and the July 1989               
          sale of Minnetonka to Unilever for $376 million at approximately            
          two times sales.  When the Unilever acquisition was announced the           
          price of Minnetonka stock was at $14 per share, and the                     
          transaction was consummated at $22.50 a share, a 60-percent                 
          premium over the freely traded value.                                       
                    Mr. Taylor used two "rules of thumb" with regard to the           
          valuation of a company under consideration for acquisition: two             
          times sales and/or five times operating income.  Mr. Taylor                 
          measured these rules against other standards, such as potential             
          for future growth, quality of management, capital requirements,             
          and strength of brand name.                                                 




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