Estate of Sam Homer Marmaduke - Page 9




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                  A.G. Edwards   A.G. Edwards   Petitioner's   Petitioner's   Respondent's
                     General         ESOP       First Expert   Second Expert     Expert
        Equity Value    $100,000,000*  $100,000,000*  $106,000,000*   $97,740,000* $115,175,500*
        Discount             40%           20%60%       40%       15%                   
        Value Per Share    $35.45           $47          $25.15      $34.55$47                   
                         *  Represents the approximate average                        
                         equity value for Hastings from all                           
                         methods utilized by each expert.                             

               We conclude that the total equity value of Hastings was $100           
          million on the valuation date.  This falls within the range for             
          the estimated equity value of Hastings reflected in the reports             
          of each of the experts and in particular is supported by the 1993           
          A.G. Edwards' report.                                                       
               As indicated, in determining the fair market value of                  
          decedent's 366,385 shares of stock in Hastings, the parties'                
          experts all agree that some discount reflecting lack of                     
          marketability is appropriate.  They disagree, however, as to the            
          percentage -– suggesting 15 to 60 percent.                                  
               With regard to the appropriate marketability discount for              
          small blocks of stock in Hastings, the testimony of the officer             
          and treasurer of Western is significant.  He testified that $47             
          per share (reflecting a 20-percent discount) was a fair and                 
          accurate price for the 2,000 shares of stock he purchased from              



          (...continued)                                                              
         reflect that valuation in the schedule, nor do we refer to it                
         again in the opinion.                                                        





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