Niser

In September 1994, Quaker Oats Chief Executive Officer William Smithburg sat in his

office discussing with Don Uzzi, the current President of Gatorade North America (a Quaker

Oats Subsidiary) about the potential for acquiring the Snapple Beverage Corporation.

Gatorade's growth had slowed, and the combination of Snapple with Gatorade would

make Quaker Oats the third-largest non-alcoholic beverage retailer in North America (after

Coca-Cola and Pepsi).

However, the question remained, what would Quaker Oats pay for

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Snapple whose stock had climbed from $5.00 at its IPO on December 21, 1992 to a high of

$32.25 in the first quarter of 1994.

(Exhibit #2)

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Snapple

The Snapple Beverage Corporation, based in East Meadow, NY, was founded in 1972 by

Leonard Marsh, Hyrum Golden, and Arnold Greenburg, as Unadulterated Food Products. They

purchased the Snapple trademark in 1978 and built a sizeable business in the New York market.

In 1992 the three founders sold controlling interest, but not day-to-day management, to Boston

based financier Thomas Lee.

By 1993, Snapple sales had reached almost $516 million with

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after tax net income of $67.6 million. (Exhibit #1)

Snapple Beverage Corp. produced and marketed a broad selection