Estate of Frederick Carl Gloeckner, Deceased, Joseph A. Simone, and Douglas Dillon, Co-Executors - Page 23

                                       - 23 -                                         
          reflected adequate and full consideration in money or money’s               
          worth as of the date of execution of the agreement.                         
          V.  Fair Market Value of Decedent’s Shares                                  
               Disregarding the 1987 redemption agreement, we must                    
          determine the fair market value of decedent’s shares on the                 
          alternative valuation date.  We discount much of Simone’s                   
          testimony for reasons similar to those previously stated.                   
          Respondent has conceded that the value of decedent’s shares is no           
          greater than $4,580,000.  We accept that concession and also find           
          Sherman’s opinion to be helpful in determining the fair market              
          value of decedent’s shares.                                                 
               We do not, however, completely agree with Sherman because we           
          find some weaknesses in his analysis of the value of decedent’s             
          shares.  First, Sherman did not make an on-site inspection of the           
          company or interview the company’s management.  Second, he could            
          find no comparable companies on which to base his valuation.                
          Third, we believe that Sherman did not adequately consider the              
          effect of competition on the company’s value.  The company sold             
          in the wholesale market.  The company was in a poor competitive             
          position vis-a-vis its domestic competitors, some of which were             
          vertically integrated.  In addition, Sherman did not adequately             
          analyze the impact of international competition on the company’s            
          value.  In analyzing the conditions in the horticultural                    
          industry, Sherman only analyzed retail sales figures.  Sherman,             
          however, made no effort to determine the extent to which the                
          growth in the horticultural industry’s retail sales was                     



Page:  Previous  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  22  23  24  Next

Last modified: May 25, 2011