Estate of Frederick Carl Gloeckner, Deceased, Joseph A. Simone, and Douglas Dillon, Co-Executors - Page 19

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          and certain other expenses.  Except to the extent necessary to              
          fund those liabilities, decedent’s common shares had been                   
          bequeathed to Simone.  The relevant beneficiaries under the 1987            
          will are thus (1) decedent’s kin and (2) Simone.  If we assume              
          that decedent’s testamentary intent was to maximize the benefit             
          to both groups, so long as neither group benefited at the expense           
          of the other, then it is consistent also to assume that decedent            
          had no interest in the shares being valued for estate tax                   
          purposes at an amount greater than necessary to fund death taxes            
          and certain other expenses.  Indeed, it is consistent to assume             
          that decedent had an interest in not having the shares valued at            
          an amount greater than necessary to satisfy those liabilities.              
          That is because a greater value would not benefit the kin while,            
          at the same time, the resulting increase in the estate tax would            
          only further burden the company (which was required to redeem the           
          shares in an amount sufficient to fund the death taxes and other            
          expenses) and, by the same token, reduce the value of the bequest           
          to Simone, who was 52 years younger than decedent.                          
               Based on the foregoing analysis, we believe that the                   
          inference fairly may be drawn that decedent entered into the 1987           
          redemption agreement for, among other purposes, a testamentary              
          purpose, viz, to reduce the tax on his estate.  We are not                  
          persuaded to the contrary by the fact that Simone entered into a            
          similar agreement.  Simone received the shares subject to his               
          agreement pursuant to decedent’s overall plan, and Simone likely            




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