- 15 -
Petitioner's Petitioner's Respondent's
Expert Expert Expert
Mr. Howard Mr. Pratt Mr. Thomson Petitioner1 Respondent
Blockage and/or SEC rule4.9 percent or10 percent or -$0- 10 percent or -$0-
144 discount $3,432,117 $7,004,320 $7,004,320
Discount or adjustment25,395,109 Factored in asFactored in as24,645,525 -0-
attributable to ADDI&C's part of lack-of-part of lack-of-
built-in capital gains marketability marketability
tax discount discount
Net asset value of ADDI&C51,313,043 73,135,976 80,140,269 49,490,424 80,140,269
Minority discount 15 percent or20 percent or 12 percent or15 percent or15 percent or
7,696,956 14,627,195 9,616,832 7,273,564 12,021,040
Lack-of-marketability35 percent or50 percent or 38 percent or35 percent or23 percent or
discount 15,265,630 29,254,391 26,798,906 14,425,901 15,667,423
Portion of lack-of- -0- 15 percent or 15 percent or -0- -0-
marketability discount 8,776,317 10,578,516
attributable to
ADDI&C's built-in
capital gains tax
Total dollar amount of51,789,812 50,885,906 36,415,738 53,349,310 27,688,463
discounts or adjustments
Fair market value of each7,306,825 7,539,800 11,250,000 6,904,886 13,518,500
25-share block of ADDI&C
common stock
Fair market value of each292,273 301,592 450,000 276,195 540,740
share of each 25-share
block of ADDI&C common
stock
1 This column reflects petitioner's position on brief
regarding all of the items reflected in the chart except for
ADDI&C's net asset value. The Court had to calculate petitioner's
position with respect to the amount of ADDI&C's net asset value
because nowhere on brief does petitioner state what that figure
should be. The Court calculated petitioner's position as to that
amount, which is shown in the chart, based on petitioner's
contentions that a 10-percent blockage and/or SEC rule 144
discount on the NYSE price of ADDI&C's Winn-Dixie stock (viz.,
$7,004,320) and a discount or adjustment equal to the full amount
of ADDI&C's built-in capital gains tax, which petitioner
calculates to be $24,645,525, should be applied in determining
ADDI&C's net asset value on the valuation date. Even assuming
arguendo that petitioner's contentions regarding a blockage and/or
SEC rule 144 discount and a discount or adjustment for the full
amount of ADDI&C's built-in capital gains tax were correct, we
believe that petitioner erroneously calculated the amount of that
tax to be $24,645,525. It appears that in calculating that amount
petitioner improperly failed to take into account the $1,580,217
of net operating loss carryforwards that ADDI&C had as of Oct. 31,
1992. That error had a domino effect; as a result, the dollar
amounts of the minority and the lack-of-marketability discounts
that petitioner advocates are slightly less than they would have
been if petitioner had not made that error.
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