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J. 1993 Escrow Agreement
On February 24, 1993, a 1993 escrow agreement was made by
Sawyer, Mike, Nancy, Peter, Katherine, and Paul H. Brown, and PNC
Bank as escrow agent. The escrow agreement provided in part
that: (1) The escrow agent would receive: (a) voting trust
certificates for 329 shares endorsed for transfer by Sawyer; (b)
a check for $196,274.32 from Mike Brown, and on or before March
1, 1993, a check for $1,359,725.68, both payable to PNC Bank; and
(c) the $3.51 million promissory note from Sawyer to Paul Brown,
marked "Paid in Full"; and (2) on March 1, 1993, the escrow agent
would release: (a) the voting trust certificates to the Browns;
and (b) a check for $1,556,000 payable to Sawyer and the
promissory note.
Paul Brown's sons exercised the option on March 1, 1993.
Also on that day, Mike, Peter, and Nancy Brown, Katherine Brown
Blackburn, and Paul H. Brown paid Sawyer $1,556,000.
K. Valuation Issues
For purposes of this case the parties agree and we find
that:
1. On May 16, 1983, the fair market value of a minority
interest in the Bengals, after all appropriate discounts, was
$28,253 per share.
2. On May 16, 1983, the fair market value of Sawyer's 1983
promissory note was $2,029,000.
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