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Mr. Tack never considered Seminole's competitors or Weitzenhoffer
family members potential buyers of Seminole stock. Nor did he
consider Seminole as a potential buyer, let alone the fact that
Seminole had previously redeemed its stock from retiring
employees pursuant to an obligation to do so. Neither Mr. Tack
nor the record tells us the price at which Seminole redeemed or
was obligated to redeem its shares (or a formula under which this
price was computed). The price that a corporation must pay
pursuant to a mandatory redemption plan may be a key determinant
of the stock's fair market value. Not to mention that a holder
of the estate's stock could find himself or herself a majority
shareholder were Seminole to redeem enough of its shares. We do
not know which shareholders, but for Messrs. Reeves, Gunzler,
Threadgill, and High, were Seminole employees. Nor do we know to
what extent the estate's ownership interest would increase were
the shares of all Seminole employees to be redeemed.
Fifth, Mr. Tack neglected to set forth in his report the
features of the class A and class B shares, other than to state
that management had represented to him that these shares are
virtually identical.14 Mr. Tack, like Merrill Lynch, ascertained
14 The record disproves this representation. Mr. Tack's
initial report, for example, states that management had
represented to him that the class A shares were identical to the
class B shares, except that class B shares were held by employees
and were required to be redeemed. In addition to the fact that
Messrs. Reeves, Gunzler, Threadgill, and High all owned class A
shares and all were employees, Seminole's financial statements,
which were certified by Ernst & Young, state that any common
stock held by a shareholder/employee is subject to redemption
(continued...)
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