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stock, and transfer of the stock would be subject to the
restrictive buy-sell and stock-purchase agreements.
We conclude that the appropriate discount to use to reflect
the lack of marketability of decedent's 106,826 shares of
Brookshire common stock equals 40 percent. This discount is
supported by the lack of a ready market on which to sell the
stock, the restrictive buy-sell agreements, the lack of
transactions involving large blocks of stock similar in size to
decedent's shares of Brookshire stock, and the fact that
decedent's stock reflects a minority interest.
Applying the 40-percent discount to the $11,493,409 pre-
discounted value of the stock, we conclude that the value of
decedent's 106,826 shares of Brookshire common stock on
November 20, 1993, is $64.55 per share or a total fair market
value of $6,895,618.
To reflect the foregoing,
An appropriate order will be
issued, and decision will be
entered under Rule 155.
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