ABC Beverage Corp., f.k.a. Beverage America, Inc. - Page 11

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          Brooks Beverage Transaction                                                 
               Brooks Beverage approached Bottlers regarding a business               
          combination shortly after the G&K financing fell through.  Brooks           
          Beverage was interested in combining with Bottlers for several              
          reasons.  Brooks Beverage wanted to consolidate its position as a           
          large independent bottler.  It also preferred that Bottlers not             
          be sold piecemeal to Coke or Pepsi, which might fragment the                
          independent bottling network further.  In addition, unbeknownst             
          to Bottlers, Cadbury had already approved Brooks Beverage’s                 
          proposed combination with Bottlers.  Combining the companies made           
          logistical sense as well because Bottlers served a different                
          geographic region than Brooks Beverage, and Brooks Beverage,                
          therefore, could reach a larger geographic region by combining              
          with Bottlers.  Moreover, Bottlers was the third largest                    
          independent bottling company in the country, and Brooks Beverage            
          was the second.  The two companies, when combined, would offer              
          synergies and economies of scale and would help fortify the                 
          entire independent bottling industry.  Bottlers agreed to the               
          proposed transaction.                                                       
               Brooks Beverage acquired all the stock of Bottlers for $48.5           
          million in 1995.  The resulting new company was called Beverage             
          America, Inc. (BevAm) (now ABC Beverage Corp.).  The management             
          group received stock in BevAm and accepted executive positions              
          with BevAm in the transaction.                                              

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Last modified: May 25, 2011