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establishing the value of these shares, the FOH ESOP relied on an
appraisal by JMS that expressed an opinion that the appropriate
discount for the transaction was between 29 and 31 percent.
Thereafter, on February 18, 1994, the Harriett trust sold, in a
market transaction on the NYSE, in conformity with Securities and
Exchange Commission (SEC) Rule 144, 29,500 shares of FOH class B
capital stock at a price of $4.875 per share. The aggregate
gross proceeds of the sale received by the Harriett trust were
$147,492.71.
On June 14, 1996, FOH, the Harriett trust, and the QTIP
trust jointly announced their employment of JMS to sell the FOH
stock owned by the trusts and possibly to sell all of the shares
of FOH. After holding discussions with numerous prospective
purchasers, Knightsbridge Capital Corporation (Knightsbridge)
submitted a formal offer to purchase all of the outstanding
shares of FOH for not less than $6.00 and not more than $6.25 per
share and to merge with FOH. The offer was dated April 9, 1997.
The board of directors of FOH determined that this merger was in
the best interest of FOH and the stockholders and approved the
transaction. Thereafter, the board of directors mailed consent
agreements to all shareholders requesting approval for the
proposed merger. Approximately 88 percent of FOH stockholders,
including the trusts, voted in favor of the merger. After
negotiating the price, Knightsbridge and FOH entered into an
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