Bemidji Distributing Co., Inc. - Page 6




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          Matilda Bay wine coolers to his list of products.  In 1989, he              
          obtained permission to purchase the distribution rights to Coors            
          Beer.  After negotiations with Coors, however, Mr. Langdon                  
          withdrew because he viewed Coors' sales quotas as impossible to             
          achieve in his region.  The minutes of the April 24, 1989, annual           
          directors' meeting state that "Bemidji Distributing Company will            
          persue [sic] other brand acquisitions."                                     
               The minutes also reflect other plans for expansion:                    
                    The President also advised that an addition to the                
               warehouse will be necessary in the immediate future                    
               because of the increasing number of brands and packages                
               introduced by brewery suppliers, and the fact that the                 
               storage area for company owned vehicles has been beyond                
               capacity for a number of years.  The demand by Miller                  
               for a 45-day inventory from spring through summer also                 
               presents a storage space problem.                                      
               At the time of the sale, the Anheuser Busch (the largest               
          brewery in the nation) distributorship and Skaar Distributing               
          (Skaar), who sold Pabst, were BDC's competitors.  The owner of              
          Skaar had died, and his son sent out feelers to see whether Mr.             
          Langdon wanted to buy it.                                                   
               However, Mr. Langdon had no sons and did not want to pass on           
          the business to his two daughters.  More importantly, he also               
          dreaded having to renegotiate a Teamsters' contract that was set            
          to expire in May 1994, because past negotiations had been bitter.           
          No other distributor north of the Twin Cities had a union                   
          contract.                                                                   







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