Nathan P. and Geraldine V. Morton - Page 8

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                  The CompUSA prospectus (item number 5 above), on the                
             other hand, is not relevant to our determination of the                  
             value of the stock at issue.  This document describes a                  
             public offering of SWI stock almost 2-1/2 years after the                
             valuation date.  Based upon the record of this case, we                  
             cannot find that the public offering was sufficiently                    
             foreseeable by the parties on the valuation date.  Accord-               
             ingly, we will sustain petitioners' objection insofar as                 
             the CompUSA prospectus is concerned.                                     
                  We reject petitioners' argument that the items in                   
             question should not be admitted into evidence because                    
             Estate of Jung v. Commissioner, supra, and similar cases                 
             only allow consideration of subsequent arm's-length sales                
             of the subject property.  As noted above, the first two                  
             items describe conditions existing prior to the valuation                
             date.  Assuming that petitioners' restrictive reading of                 
             Estate of Jung v. Commissioner, supra, is correct, the next              
             two items fit comfortably within that reading.  The                      
             confidential private placement memorandum (item number 4)                
             was in fact prepared in connection with an arm's-length                  
             sale of SWI stock.  Similarly, the valuation of a                        
             noncontrolling equity interest in SWI (item number 3) was                
             requested by the board of directors to ascertain the price               
             at which SWI stock would change hands in an arm's-length                 
             sale.  Accordingly, we find that these documents are                     

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