Estate of Alice Friedlander Kaufman - Page 3




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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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