Estate of Frank M. DiSanto, Deceased, Roxanne DiSanto Tinnell, Byrnadette DiSanto, and Frank DiSanto, Coexecutors - Page 10




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          helped the DiSanto children negotiate the redemption of Mr.                 
          DiSanto’s MD&F stock.  Fred DiSanto represented MD&F in the                 
          negotiations.  The redemption price was $26.81 per share, more              
          than any of the appraisals at that time.  Other MD&F employees              
          opposed paying that much to redeem Mr. DiSanto’s stock.  Fred               
          DiSanto thought this price exceeded fair market value, but agreed           
          to it to help his brother’s family, his son, Rocco DiSanto, and             
          his nephew, Jason Yates.  MD&F also agreed to pay each of the               
          children $315,000 to not compete with MD&F.                                 
               MD&F filed an insolvency petition with the U.S. Bankruptcy             
          Court on November 4, 1997.                                                  
                                       OPINION                                        
          A.   Fair Market Value of Mr. DiSanto’s MD&F Stock on November              
               26, 1992                                                               
               1.   Contentions of the Parties                                        
               The parties dispute the value of Mr. DiSanto's 186,177                 
          shares of MD&F stock (a 53.5-percent interest) when he died on              
          November 26, 1992.                                                          
               Petitioners contend that the fair market value of Mr.                  
          DiSanto's MD&F stock was $2,263,912 ($12.16 per share).  This               
          value is less than respondent’s and petitioners’ expert’s                   
          estimates.  Petitioners contend that petitioners' and                       
          respondent's expert failed to consider (1) that MD&F was not                
          profitable after 1991, (2) the effect on MD&F of the death of Mr.           







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