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limitation on the sale of that stock prescribed by SEC rule
144(e)(2).9 See SEC rule 144(k). The other method by which ADDI&C
could have sold its Winn-Dixie stock was through the sale of that
stock over a period of time consistent with the SEC rule 144(e)(1)
volume limitation (dribble-out method).
The parties and their respective experts further agree that
(1) because of the size of the block of Winn-Dixie stock owned by
ADDI&C on the valuation date, ADDI&C could not have disposed of
all of its Winn-Dixie stock at the same time without depressing
the market value of such stock; and (2)(a) in order to dispose of
its Winn-Dixie stock without depressing its market value and at
the same time selling that stock in compliance with the
restrictions in SEC rule 144, it would have taken ADDI&C 5 to 6
months after the valuation date to dispose of its Winn-Dixie stock
under the dribble-out method, and (b) a purchaser of that stock
would not have been subject to the 2-year holding period under SEC
rule 144(d)(1) or the volume limitation in SEC rule 144(e)(2), see
SEC rule 144.
Petitioner's expert Mr. Howard and respondent's expert Mr.
Thomson agree that ADDI&C probably would have sold its Winn-Dixie
stock pursuant to the dribble-out method.10 Mr. Pratt opined that
9 The volume limitation in SEC rule 144(e)(2) is identical to
the SEC rule 144(e)(1) volume limitation.
10 Mr. Howard opined in his expert report that a sale by private
placement would have been a "more efficient" way for ADDI&C to
have disposed of its Winn-Dixie stock than the dribble-out
(continued...)
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