Estate of Frank A. Branson - Page 22




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          that the shares were worth $350, before considering a discount              
          for lack of marketability.                                                  
               Because Gasiorowski considered the market method data to be            
          more reliable than the income method data, he gave the market               
          method result greater weight, and concluded that the marketable             
          minority value of the stock was $310.                                       
               Finally, Gasiorowski applied a 30- to 45-percent discount to           
          the estimated marketable minority value for lack of marketability           
          and liquidity.  In selecting the size of the discount,                      
          Gasiorowski considered various studies of the differences between           
          the private transaction prices for restricted shares of a                   
          corporation and the contemporaneous sales prices for publicly               
          traded shares of the same corporation (the restricted stock                 
          studies),8 and a series of initial public offering (IPO) studies            
          that compared the prices of shares sold in an IPO to the prices             
          of shares in the same corporation sold in relatively small                  
          amounts no more than 5 months earlier in private transactions               
          (the IPO studies).9                                                         


               8Restricted stock is stock acquired from an issuer in a                
          transaction exempt from the registration requirements of the                
          Federal securities laws.  Sales of restricted stock are generally           
          restricted within the first 2 years after issuance.                         
               9This was a series of updates to a study by John D. Emory.             
          The most recent, Emory, "The Value of Marketability as                      
          Illustrated in Initial Public Offerings of Common Stock--November           
          1995 through April 1997", Bus. Valuation Rev. (Sept. 1997), was             
                                                             (continued...)           




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