Estate of Sam Homer Marmaduke - Page 3




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          Hastings employees (the ESOP), owned the remaining 21 percent of            
          the total outstanding shares of common stock in Hastings.                   
               The stock in Hastings is not listed on any stock exchange              
          and is not traded over the counter.                                         
               As of the valuation date, Hastings was engaged throughout              
          the Southern and Southwestern United States in the business of              
          operating 103 retail stores that sold prerecorded music, books,             
          and video cassettes.                                                        
               Hastings was originally created in the 1960's as a retail              
          subsidiary of Western Merchandisers, Inc. (Western).  Western, in           
          turn, was a wholesaler and distributor of similar merchandise to            
          stores such as Wal-Mart Stores, Inc. (Wal-Mart).  In 1991,                  
          Hastings was split off from Western in a tax-free reorganization.           
          Following the reorganization, Western was sold to Wal-Mart, and             
          Western's former shareholders held stock in both Hastings and               
          Wal-Mart.  Pursuant to a 5-year branch service agreement,                   
          however, Hastings' management remained dependent upon Western's             
          headquarters and distribution facilities, information systems,              
          and accounting functions.                                                   
               From the date of the 1991 reorganization until the valuation           
          date of September 7, 1993, Hastings was in excellent financial              
          condition with both sales and profits increasing significantly.             
               In January of 1993, A.G. Edwards & Sons, Inc. (A.G.                    
          Edwards), a valuation company, prepared a valuation report of the           





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