Estate of Alice Friedlander Kaufman - Page 25




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          the fair market value of Seminole's net assets on the applicable            
          valuation date were greater than their value as integral parts of           
          Seminole's business, a hypothetical buyer would consider buying             
          the estate's shares at a price that hinged on Seminole's net                
          asset value.  Given the fact that Seminole owned some highly                
          valuable assets, we would like to have seen a net asset value               
          analysis.                                                                   
               Third, Mr. Tack assumed that Max Weitzenhoffer owned the               
          largest block of Seminole stock on the valuation date and that              
          the per-share value of the estate's shares equaled the per-share            
          value of all other shares.  We disagree with both of these                  
          assumptions.  For starters, the parties stipulated and we have              
          found as a fact that the estate owned the largest block of                  
          Seminole stock; i.e., Max Weitzenhoffer and the estate                      
          respectively owned 17.30 and 19.86 percent of Seminole's                    
          outstanding stock.  Although Mr. Smith testified that he and Max            
          Weitzenhoffer considered Max the owner of the shares of his                 
          mother, Clara, because she was very old and Max was an only                 
          child, we decline to do likewise.  It is indisputable that                  
          Clara's shares were owned by her, and it is inappropriate to                
          attribute her shares to him.  In addition to the well-settled               
          rule that stock is valued without the use of family attribution,            
          see Propstra v. United States, 680 F.2d 1248 (9th Cir. 1982);               
          Estate of Bright v. United States, 658 F.2d 999 (5th Cir. 1981);            
          Estate of Mellinger v. Commissioner, 112 T.C. 26 (1999); Estate             
          of Andrews v. Commissioner, 79 T.C. at 953, Mr. Smith testified             


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