Anclote Psychiatric Center, Inc. - Page 35

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                  The second adjustment is an increase over book value of                                
            $280,000 as of September 30, 1981, which Mr. Sheldrick made in                               
            order to reflect what he considered to be the fair market value                              
            of the land, buildings, and improvements of the central hospital                             
            complex.  In this connection, we note that there is insufficient                             
            evidence in the record for us to arrive at any additional amount                             
            of such adjustment as of the closing date.                                                   
                  Finally, we note that Mr. Sheldrick excluded from his                                  
            valuation of petitioner any consideration of the real estate not                             
            in use and the $581,153 reflected for such real estate on                                    
            petitioner's books.  This fact was apparently inadequately                                   
            considered, by Messrs. O'Donnell and Rosenkranz in their                                     
            negotiations and by petitioner's officers and directors, a defect                            
            which is significant in light of the availability of the                                     
            appraisals dated March 2, 1981, and July 8, 1982, made for                                   
            petitioner by Herbert Blanton which valued such land as follows:                             
                        Property                                Amount                                   
                  County Road #77                            $  836,000                                  
                  Belcher Road                                 210,000                                   
                  Total                                      $1,046,000                                  
                  If one adds the increase of $464,847 ($1,046,000 less                                  
            $581,153 reflected for such real estate on petitioner's                                      









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