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their relatives, and by an employee profit-sharing plan. The
stock is not listed on any stock exchange and is not traded over
the counter.
More specifically with regard to the ownership of Brookshire
common stock, on the date of decedent’s death, Brookshire common
stock was owned by two groups of shareholders: 66 percent was
owned by relatives of Wood T. Brookshire; and 34 percent was
owned by 200 current and former employees of Brookshire and their
relatives and by an employee profit-sharing plan.
Under longstanding buy-sell agreements to which all
shareholders in Brookshire were subject, Brookshire had a right
of first refusal or a right to purchase any Brookshire common
stock that any shareholder proposed to sell or transfer. The
price at which Brookshire could purchase shares of Brookshire
common stock under the buy-sell agreements (hereinafter referred
to as the formula price) was set at the lesser of book value or
the proposed per-share purchase price reflected by the proposed
sale or transfer.
However, on October 4, 1988, decedent and Brookshire entered
into a stock-purchase agreement under which it was provided that,
after decedent's death and at the option of decedent's estate,
Brookshire was obligated to purchase from decedent's estate the
Brookshire common stock owned by the estate. As indicated,
Brookshire's obligation under the stock-purchase agreement to
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