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17 C.F.R. sec. 230.144(a)(1) (1989). The same securities law
restrictions would have applied if decedent had at any time
converted his Class B stock to Class A stock; such converted
shares would also have been unregistered and restricted. As a
result, the Class B stock (after conversion to unregistered Class
A stock) could only have been sold by decedent to the public in
accordance with certain volume and manner of sale restrictions
under S.E.C. Rule 144, and any donee or transferee of such shares
would have acquired the shares subject to such restrictions.
Decedent's personal representatives, acting in that
capacity, were not collectively an Affiliate for Federal
securities law purposes and, therefore, were not subject to those
same securities law restrictions applicable to decedent. The
decedent's estate was not an Affiliate for Federal securities law
purposes.
The Federal securities law restrictions that affected
decedent's ability to sell shares of Class B stock (and shares of
Class A stock after a conversion) were not self-imposed or
voluntarily made, and did not result from an agreement or
arrangement by decedent.
Petitioner and respondent have agreed that the fair value of
the Class B Shares for estate tax purposes was $12.3375 if the
securities law restrictions that affected decedent's ability to
dispose of or otherwise transfer the Class B Shares during life
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