Estate of Ann H. Brookshire, Deceased, Harvey B. King, Independent Executor - Page 5

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               By the fall of 1993, Brookshire stores were experiencing               
          increased competition from Wal-Mart SuperCenters that were being            
          opened within the same geographic markets in which Brookshire               
          stores were located.  In 1992, a Wal-Mart SuperCenter opened in             
          Mount Pleasant, Texas, in direct competition with two Brookshire            
          stores, apparently the cause in a drop of current sales of those            
          two Brookshire stores by 20 to 30 percent.                                  
               In 1993, prior to decedent’s death, four additional Wal-Mart           
          SuperCenters opened in direct competition with Brookshire stores,           
          apparently the cause in a drop of current sales of those                    
          Brookshire stores by 20 to 40 percent.                                      
               In early fall of 1993, Wal-Mart announced the opening in               
          1994 of four or five additional SuperCenters, and Wal-Mart had              
          plans to open approximately 15 additional Wal-Mart SuperCenters             
          in the near future in the same markets as those in which                    
          Brookshire stores were located.                                             
               To be competitive with the Wal-Mart SuperCenters that were             
          being opened in its markets, Brookshire would be required to make           
          large capital expenditures to refurbish old grocery stores and to           
          construct new stores.                                                       
               For its fiscal year ending September 28, 1993, Brookshire's            
          net sales from its grocery stores and other business activities             
          was approximately $1.12 billion.                                            







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