Knight Furniture Co., Inc. - Page 7




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          for his retirement income, and the redemption of his shares was             
          not motivated by David Pedigo’s reduced responsibilities at the             
          store.                                                                      
               Other redemptions of stock occurred before and after the               
          years in issue.  On December 22, 1988, Paul Pedigo redeemed 13.5            
          shares that he had inherited from his mother.  Jan Knight                   
          redeemed 140 shares on January 16, 1998, for $352,556.82.  Sharon           
          Pedigo, wife of David Pedigo, redeemed 80 shares in May 1998 for            
          $226,921.60 to obtain funds to buy a new home and to pay for the            
          college tuition of her two daughters.                                       
               On January 29, 1996, Steve Pedigo wrote a letter to Sam                
          Knight and to petitioner discussing the then recent demotion and            
          removal of David Pedigo from the board.  His letter, in part,               
          stated:                                                                     
               The manner in which the board of Knight Furniture                      
               Company has redefined David Pedigo’s responsibilities                  
               and disseminated the announcement appears to be                        
               designed to undermine David’s credibility with his                     
               peers and co-workers.  Restricting David from physical                 
               locations within the store was mean-spirited and petty                 
               and designed to reduce David’s credibility and                         
               compromise his dignity.                                                
               As I understand the bylaws of Knight Furniture Company,                
               a change in the board of directors requires a vote of                  
               all shareholders including David, * * * [Paul] and                     
               myself.  It appears that the board is attempting to                    
               make a change without the appropriate vote.                            
               In looking at the stock ownership, except for token                    
               amounts owned by Jimmy H. Hughes and Henry Griffin, the                
               remainder of the stock is owned by either the Ed Pedigo                
               family or the Sam Knight family.  I would hope the                     
               recent events have not been orchestrated to force the                  
               Pedigo family to sell.                                                 




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