Estate of Frank A. Branson - Page 12




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          selling price of these shares was near their book value.  The               
          book value of the Willits stock on September 30, 1991, was $806             
          per share.                                                                  
               Petitioner sold 500 shares on August 12, 1992, for $425,000            
          ($850 per share).  The book value of the shares on July 31, 1992,           
          was $875 per share.  Petitioner did not independently value the             
          shares before the sale; rather, March and Mannon used the book              
          value of the stock as a reference to set the sale price.                    
               Furthermore, petitioner did not contact or engage any                  
          brokers or agents for this sale.  Instead, March asked Mannon to            
          find buyers for the stock.  Mannon confined his search for buyers           
          to the Willits board of directors.  Rebecca Brown, an executive             
          officer and shareholder, bought 10 shares; Bozarth, a board                 
          member and shareholder, bought 125 shares in the name of his                
          logging company; and Mannon bought 365 shares (10 of which he               
          gave to a longtime employee).                                               
          D.  Petitioner's Sales and March's Recognition of Gain                      
               Under decedent's will, the 12,889 shares of Savings stock              
          and the 500 shares of Willits stock were distributed as follows:            
          (1) 4,000 shares of Savings stock in trust for the benefit of               


               6(...continued)                                                        
          record demonstrates that the stipulation is incorrect.  We,                 
          therefore, find as a fact that decedent sold 500 shares for $380            
          per share between December 1985 and January 1986.  See supra note           
          3.                                                                          




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