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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
collapsed.
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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Last modified: May 25, 2011