Estate of James Waldo Hendrickson - Page 59




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          average, support the application of marketability discounts in               
          the range of 30 to 45 percent.  Mr. Magee analyzed several                   
          factors with respect to the marketability of the estate shares,              
          such as earnings quality, dividend payment history, size of the              
          block of stock, prices of comparable investment substitutes,                 
          management's stock redemption policies, capitalization of the                
          firm, and economic factors.  In his analysis he noted certain                
          factors in support of a discount, including Peoples' interest                
          rate risk, the sewer tap ban, and the modest economic growth in              
          Peoples' market area.  Mr. Fuller also emphasized the lack of                
          liquidity in Peoples stock, which was not subject to any                     
          repurchase or employee stock option plan and was not easily sold,            
          as evidenced by the fact that a block of 100 shares had been                 
          offered and available for sale for more than 5 years without                 
          eliciting any expressions of interest.                                       
               While we recognize that elements of control may enhance                 
          marketability, we do not think that the estate shares were                   
          rendered marketable by virtue of their effective control.                    
          No matter who was in control, Peoples was still a small,                     
          community bank with limited growth opportunities, capitalized                
          with common stock that was not publicly traded and not easily                
          sold privately.  A buyer of the estate shares would either have              
          to sell the block privately, cause Peoples to make a public                  
          offering, or seek an acquiror.  Any of those three options could             
          take a number of months, and require significant transaction                 




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