Estate of Frank A. Branson - Page 11




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          persons hired by Willits; two as executive officers and one as a            
          director.  Similarly, the only shares that changed hands in 1981            
          were 20 qualifying shares, which Mannon sold as an inducement to            
          a new board member; in 1982, the only shares traded were 20                 
          shares sold by a departing executive officer to an incoming                 
          officer.  The most recent sale before the valuation date was                
          Mannon's sale of 20 qualifying shares to Dick Bozarth (Bozarth)             
          on March 23, 1988, for $500 per share.                                      
               Consequently, in these 22 transactions there were only six             
          sellers and three buyers who were not Willits employees, board              
          members, or directors.  Most of the sellers, with the exception             
          of decedent, sold few shares; decedent sold 674 shares.  Most of            
          the buyers, with the exception of Mannon, purchased minimal                 
          interests.  Mannon was a buyer in seven of the sales and                    
          purchased a total of 663 shares; 572 from members of his family             
          and 91 from other sellers.                                                  
               Historically, Willits shares have traded at or near book               
          value.  For instance, decedent sold 174 of the Willits shares in            
          1984 for $56,550 ($325 per share) and 500 shares between December           
          1985 and January 1986 for $190,000 ($380 per share).6  The                  


               6The parties stipulated that decedent sold 424 shares for              
          $151,550 ($357.43 per share) in 1985.  However, this stipulation            
          is contrary to a buyer's (Mannon's) testimony and a list of all             
          the sales of Willits shares from 1980 through 1992, which was               
          offered into evidence as a joint exhibit.  The evidence in the              
                                                             (continued...)           




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