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California. The estate's coexecutors are James J. Morrissey,
Alan S. Bercutt, and Diane Fantl. When the petition was filed,
Mr. Morrissey resided in New York, and Mr. Bercutt and Ms. Fantl
resided in California.
Seminole Manufacturing Co. (Seminole) was incorporated under
the laws of the State of Oklahoma. Seminole's equity consists of
two classes of nonpublicly traded common stock. One class (class
A) has 213,940 shares outstanding. The other class (class B) has
17,800 shares outstanding.1 None of the class A shares are
subject to a shareholders' agreement, right of first refusal,
option, or other restriction on transfer that would eliminate or
otherwise limit a shareholder's ability to transfer them. Except
as noted infra, the record does not disclose whether a transfer
of the Class B shares is restricted or whether the attributes of
those shares are different from those of the class A shares.2
Owners of Seminole stock on the applicable valuation date
were as follows:
1 In addition to the total outstanding shares of 231,740,
Seminole has other shares, which it holds as treasury stock.
2 As discussed below, the Class B shares that were held by
an employee of Seminole were required to be redeemed when the
employee severed his employment. We do not understand this fact
to mean that a transfer of the Class B shares was otherwise
restricted. We find nothing in the record that indicates that an
employee could not transfer his shares during his employment.
(Indeed, it appears that one employee/shareholder, James D. High,
transferred 2,600 shares to his wife, Rose M. High.) Of course,
any shares transferred by an employee would be subject to
redemption from the transferee if and when the employee severed
his employment with Seminole.
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