Zeeman Manufacturing Company, Inc. - Page 17

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          the increased production and that it is in continuous contact               
          with real estate agents with potential store locations.                     
               On May 15, 1993, the directors met to discuss long-term                
          domestic expansion plans.  The minutes of that board meeting                
          provide in relevant part:                                                   
                    The Chairman suggested that because of increased                  
               production of suits, sport coats, and slacks from the                  
               Company plant in Costa Rica we should establish a long                 
               range plan to open three or four new retail outlets per                
               year and to close any unprofitable retail outlets over                 
               the years.                                                             
                    Bruce Zeeman estimated that it would take                         
               approximately $500,000 per store to build, sign,                       
               fixturize and inventory each new store if they are                     
               Company owned buildings.  If new stores open in leased                 
               buildings, the estimated cost would be $150,000 to                     
               fixturize, sign, and inventory each store plus about                   
               $36,000 rent, taxes, and insurance.                                    
                    In order to fund the above expansion plans, it was                
               decided that all Board Members should plan to use about                
               $1,000,000 of earned surplus per year if and when                      
               feasible locations can be located.  We will actively                   
               work with real estate reps in new markets as well as                   
               markets we are currently in.                                           
                    Mr. Jody Marchman and Harold and Barry Zeeman will                
               make several trips per year to locate sites for these                  
               stores.                                                                
          Petitioner states that, recently, stores have opened in Columbia,           
          South Carolina, Charlotte, North Carolina, Austin, Texas, and               
          Nashville, Tennessee.                                                       
               Respondent argues that the resolution from the August 13,              
          1992, board of directors meeting is vague, general, and                     
          indefinite.  Respondent argues that the resolution does not state           






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