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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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