Estate of Alice Friedlander Kaufman - Page 9




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               VALUATION OF THE SEMINOLE MANUFACTURING COMPANY WAS                    
               ESTABLISHED BY MERRILL LYNCH BUSINESS ADVISORY SERVICES                
               AT $ 29.77.  IN ADDITION, THERE WERE TWO ARMS-LENGTH                   
               SALES IN WHICH MAX WEITZENHOFFER PURCHASED 10,000                      
               SHARES FROM EDMOND M HOFFMAN AND 6,960 SHARES FROM                     
               JACQULINE [sic] BRANCH.  THE TRANSACTION PRICE IN BOTH                 
               INSTANCES WAS $ 29.77.                                                 
          The notice of deficiency reflects respondent's determination that           
          the estate's shares were worth $70.79 each.                                 
               Seminole's headquarters are in Kalamazoo, Michigan.                    
          Seminole owns the 115,000-square-foot manufacturing/distribution            
          facility in which its operations are located and an adjoining               
          20-acre parcel of land that is not needed for operations or                 
          expansion.  Representatives of Merrill Lynch discussed the value            
          of the adjoining land with Seminole's management when it prepared           
          its appraisal report, and, for purposes of the report, Merrill              
          Lynch assumed that the land was worth $10,000 an acre.                      
               Seminole has always been a family business, and it is                  
          obligated to redeem the stock held by shareholder employees upon            
          termination of their employment.  The record does not disclose              
          the price at which these shares must be redeemed or other terms             
          of this redemption obligation.  The record does not disclose                
          which shareholders are employees, with the exception of Messrs.             
          Reeves, Gunzler, Threadgill, and High.  Seminole has                        
          approximately 150 employees.  Approximately 25 of them are                  
          salaried administrative personnel, 75 are warehouse personnel,              
          and approximately 50 work in Seminole's in-house manufacturing              
          division.                                                                   




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