- 48 -
In deciding the size of the discount, Spiro reviewed the
conclusions of restricted stock and IPO studies, and considered
the facts and circumstances of the Willits stock. We find no
persuasive evidence in the record to support reliance on the
restricted stock studies in determining an appropriate
marketability discount.
In considering the particular facts and circumstances of the
stock, Spiro found that Willits' publication of its annual report
addressed to shareholders and other constituents is evidence that
Willits has a high level of public recognition. We do not find
that publishing its annual report supports a finding that Willits
enjoyed a high level of public recognition.
Spiro concluded that there was an established market for the
shares. The trading history of Willits stock does not support
this conclusion. The evidence shows that except for decedent's
sales, few shares were traded on an occasional basis, and most of
the transactions were between family members, and Willits'
directors, officers, and employees. We accord this part of
Spiro's opinion little weight.
24(...continued)
First Commercial Bancorp -25.91 11.64 5.75
Civic Bancorp -32.32 22.91 7.95
California Bancshares, Inc. -18.73 5.58 11.02
University National Bank 1.54 3.21 9.64
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