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The parties and all of the experts agree that the initial
step in ascertaining the fair market value on the valuation date
of each of the two 25-share blocks in question is to determine as
of that date the fair market value of each of ADDI&C's assets and
the aggregate amount of its liabilities in order to calculate its
net asset value on that date. All of them also are in agreement
that, without taking into account any discounts or adjustments
(including but not limited to a blockage and/or SEC rule 144
discount, a minority discount for lack of a controlling interest,
a lack-of-marketability discount, and a discount or adjustment
attributable to ADDI&C's built-in capital gains tax), on the
valuation date the aggregate fair market value of ADDI&C's assets
was $81,972,967, its liabilities totaled $1,832,698, and its net
asset value was $80,140,269.
Petitioner and petitioner's experts agree that, in
determining the fair market value of ADDI&C's Winn-Dixie stock and
its net asset value on the valuation date, it is necessary to
reduce the fair market value of that stock and ADDI&C's net asset
value to which the parties in this case have stipulated by
applying a blockage and/or SEC rule 144 discount to that stock.
Petitioner and petitioner's expert Mr. Pratt believe that a
blockage and/or SEC rule 144 discount of 10 percent is proper, and
petitioner's expert Mr. Howard concludes that such a discount of
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