Nathan P. and Geraldine V. Morton - Page 34

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             Thus, the language of the stock plan itself suggests that                
             the initial purchase price of $60.98 per share was less                  
             than the fair market value of the stock at the time the                  
             stock plan was adopted.                                                  
                  Further, petitioner himself testified at trial that                 
             he believed the value of SWI increased at the moment he                  
             joined the company.  Because petitioner purchased the                    
             subject stock after he officially joined the company, the                
             value of the stock was, by his own admission, greater                    
             than it was at the time the $60.98 price per share was                   
             established.  Thus, we find that the price of $60.98 per                 
             share established in the original acquisition transaction                
             and the Share Compensation Plan does not provide an                      
             accurate measurement of the value of the stock.                          
                  Events occurring after the valuation date provide                   
             additional evidence that petitioner's stock in SWI was                   
             worth more than $60.98 per share on June 30, 1989.                       
             First, in a letter dated June 14, 1990, KPMG Peat Marwick                
             valued a noncontrolling interest in SWI at $2,500 to                     
             $2,700 per share as of March 31, 1990, only 9 months                     
             after the valuation date.  Second, in a confidential                     
             private placement memorandum, Goldman Sachs & Co. and                    
             Alex. Brown & Sons, Inc., determined this value to be                    
             approximately $15,000 per share as of October 1, 1990.                   




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