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chairman of the board of directors of State Supply, owned with
her husband Clifford E. Holliday 12,586.26 shares directly and
10,776.60 shares through her participation in the ESOP, for a
total of 23,362.86 shares (approximately 30 percent of all
shares).
At the time of the acquisition, there were 68 shareholders,
including the ESOP, which owned 41,945.35 shares. The 65
shareholders, other than the ESOP, Holliday, and Beaurline,
collectively owned 8,342 shares.3 Most of these shares were
owned by customers of State Supply.
Prior Covenant Not to Compete
In December 1984, State Supply purchased the shares held by
its previous president and founder of the company, Jim Lewis, for
$991,000. They also entered into an agreement and covenant not
to compete, for which Lewis was paid $845,000--in addition to the
$991,000 paid for his stock--over 5 years.
Group One Capital and Its Principals
Group One Capital, Inc. (Group One), was an investment
company specializing in the acquisition of businesses in
manufacturing, distribution, servicing, and retailing, generally
with sales in the range of $10 to $100 million. Group One was
controlled by Von Allmen and Olson.
Von Allmen graduated with an accounting degree from the
University of Kentucky, with honors, in 1965. He had experience
3 The breakdown of shares stipulated to by the parties
totals only 75,459.
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Last modified: May 25, 2011