Estate of Frank M. DiSanto, Deceased, Roxanne DiSanto Tinnell, Byrnadette DiSanto, and Frank DiSanto, Coexecutors - Page 5




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               Fred DiSanto’s and Mr. DiSanto’s nephew, Jason Yates, worked           
          for MD&F after he graduated from business school at the                     
          University of Tennessee.  He worked for MD&F’s financial officer,           
          H.L. (Bo) Browning.  By 1990, he had become a member of MD&F’s              
          management.                                                                 
               On November 26, 1992, the ownership of MD&F’s stock was as             
          follows:                                                                    
                                   Number of shares    Percentage                     
               Shareholder         outstanding         of total                       
               Frank M. DiSanto    186,177             53.50                          
               Alfred R. DiSanto        86,752         24.93                          
               Gloria Yates             13,605         3.91                           
               Byrnadette DiSanto       12,102         3.48                           
               Roxanne DiSanto          12,102         3.48                           
               Frank R. DiSanto         12,102         3.48                           
               Robert E. Papuga         8,700          2.50                           
               Rocco DiSanto            5,484          1.58                           
               Donna Gooch              5,484          1.58                           
               Andrea DiSanto           5,484          1.58                           
                    Total          347,992             100                            
               On November 26, 1992, the officers of MD&F were:  Mr.                  
          DiSanto, president and chief executive officer; Fred DiSanto,               
          vice president; H.L. Browning, secretary-treasurer; Robert E.               
          Papuga, vice president and plant manager; and Rocco DiSanto,                
          assistant secretary-treasurer.                                              
               3.   Financial Condition                                               
               MD&F’s net income and losses from 1988 to 1993 were as                 
          follows:                                                                    









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