Coggin Automotive Corporation - Page 8

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          of these shares to petitioner for $132,915.  Immediately after this         
          sale, Mr. Caracello held a 5-percent interest in Coggin-O’Steen             
          Motors, Inc.                                                                
          Coggin-Andrews Honda                                                        
               Coggin-Andrews Honda (f.k.a. Coggin-O’Steen Honda) began its           
          operations around December 1984.  From 1985 until 1990, Coggin-             
          O’Steen Imports, Inc. (Imports), owned Coggin-Andrews Honda.                
          Petitioner owned an 80-percent interest in Imports; the remaining           
          20 percent was owned by Mr. Andrews.                                        
               In 1989, petitioner agreed to sell the Honda dealership to a           
          group of investors.  Because of a lack of financing, the deal               
               Mr. Andrews wanted to be the sole owner of the Honda                   
          dealership.  He was upset upon learning that petitioner had agreed          
          to sell the dealership without his consent.  Thereafter, he                 
          intensified his efforts to increase his percentage of ownership in          
          Imports and eventually be the sole owner of the Honda dealership.           
               In 1990, Mr. Andrews began negotiations with Mr. Coggin                
          regarding the acquisition of all the stock of Imports.  Ultimately,         
          it was agreed that Mr. Coggin would immediately sell Mr. Andrews an         
          additional 30-percent interest in Imports and give him the option           
          to purchase the entire Honda dealership (including the franchise            
          rights) after 10 years.                                                     

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