Estate of Alice Friedlander Kaufman - Page 17




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                         THE COURT:  Did you rely upon the                            
                    [Merrill Lynch] appraisal in order to decide                      
                    whether or not the price that you were to                         
                    receive was fair?                                                 
                         THE WITNESS:  I didn't do that.  I--my                       
                    point there was that I was trying to sell the                     
                    Seminole stock and I thought I had a price                        
                    that I would accept.                                              
               Having concluded that the record is devoid of an arm's-                
          length sale upon which we may measure the value of the estate's             
          stock, we proceed to determine the stock's value using a two-step           
          process established by this Court's jurisprudence.  See                     
          Mandelbaum v. Commissioner, T.C. Memo. 1995-255, affd. without              
          published opinion 91 F.3d 124 (3d Cir. 1996), and the cases cited           
          therein.  First, we must estimate the value of the stock as if it           
          were publicly traded.  We do so, if possible, by reference to the           
          value of the listed stock of like corporations engaged in the               
          same or a similar line of business.  See sec. 2031(b); Estate of            
          Hall v. Commissioner, 92 T.C. at 336; Mandelbaum v. Commissioner,           
          supra.  Like corporations are determined by reference to the                
          subject corporation's age, business, product line, and gross                
          receipts.  See Estate of Hall v. Commissioner, supra at 336;                
          Mandelbaum v. Commissioner, supra.  We must also estimate the               
          stock's value indirectly by reference to the subject                        
          corporation's net worth, its prospective earning power, its                 
          dividend-earning capacity, its goodwill, its management, its                
          position in the industry, the economic outlook for its industry,            
          the degree of control represented by the block of its stock to be           


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