Pope & Talbot, Inc., & Subsidiaries - Page 21

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          acres occurred in June 1984.  Pursuant to the plan, petitioner              
          transferred all the property held by Pope & Talbot Development to           
          the Partnership.  However, as set forth in the notice and proxy             
          statement that petitioner sent to its shareholders describing the           
          plan, petitioner classified only 4,400 acres of this property as            
          development property; the remainder was classified as timberland.           
               Respondent’s expert, Bruce C. Allen of Bruce C. Allen &                
          Associates, Inc., determined that approximately 11,084 acres (31            
          parcels) of land held by Pope & Talbot Development had                      
          development potential in the reasonably foreseeable future (i.e.,           
          5-10 years).11  A majority of this property was located in Kitsap           
          and Jefferson Counties.  Kitsap County is the more developed of             
          the two counties, with a broad economic base and well-established           
          cities.  Jefferson County is more rural with lower values and               
          lower levels of development.                                                
               In appraising the land, Mr. Allen utilized a sales                     
          comparison approach.  He analyzed roughly 200 sales spanning the            
          period from 1981 through 1987.  He adjusted the comparable sales            
          for differences in size, location, topography, access, zoning,              
          view, and forested appearance.  Mr. Allen opined that due to the            
          generally flat market conditions, only those sales in 1987                  


          11Most of the acreage Mr. Allen valued was classified as                    
          "Timberlands" in petitioner's proxy statement.  In the proxy                
          statement, petitioner classified only 4,400 acres of land                   
          transferred to Pope Resources as "Development Properties"; 78,300           
          acres were classified as "Timberlands".                                     




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