Walter L. Gross, Jr., and Barbara H. Gross - Page 5




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          and they did not allow differences in their business philosophies            
          to interfere with the successful operation of the corporation.               
          None of G&J's shareholders was interested in selling his or her              
          shares.                                                                      
               In 1992, G&J bottled and distributed various soft drinks,               
          including Seven-Up, Dr. Pepper, and five variations of Pepsi-                
          Cola.  Through franchise agreements with PepsiCo, Dr. Pepper, and            
          Seven-Up, G&J had the exclusive right to bottle and distribute               
          the various soft drinks it produced within several geographic                
          territories.  G&J was a well-managed company in 1992.  It was the            
          third-largest independent Pepsi-Cola bottler.  G&J owned most of             
          the real estate associated with its plants and warehouses.  It               
          owned in excess of 800 vehicles, including tractors, trucks, and             
          trailers.  Additionally, G&J owned about 11,400 soft drink                   
          vending machines.  G&J sold the soft drinks it produced to                   
          supermarkets, convenience stores, mass merchandisers, gas mini-              
          marts, drugstores, vending companies, restaurants, bars, lunch               
          counters, and concessions.  In 1992, it had approximately 24,000             
          customers.                                                                   
               From 1988 through 1992 there were steady increases in G&J's             
          operating income, total income, and distributions to                         
          shareholders.  During that period, distributions to shareholders             
          nearly equaled the company's entire income, as shown below:                  







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