Estate of Harriet R. Mellinger, Deceased, Hugh V. Hunter and Wells Fargo Bank, Co-Executors - Page 8




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          agreement dated September 25, 1997.  Pursuant to this agreement,            
          Knightsbridge purchased from the Harriett trust and the QTIP                
          trust, all of the FOH shares that were held by the trusts for               
          $6.90 per share.  Immediately thereafter, pursuant to the merger            
          agreement, Knightsbridge acquired the remaining outstanding                 
          shares of FOH from the remaining shareholders for $7.75 per                 
          share.                                                                      
               On examination, respondent determined that the FOH shares              
          that were held by the Harriett trust and the QTIP trust should be           
          merged for valuation purposes, and, in the January 15, 1997,                
          notice of deficiency, respondent indicated that the FOH shares in           
          each trust should be valued at $20,820,159.39 or $8.46 per share.           
          Overview of FOH                                                             
               Founded in 1946 by Mr. Mellinger and incorporated in                   
          Delaware in 1962, FOH began as a small mail-order operation                 
          selling an assortment of intimate women's apparel.  In 1947, the            
          business was moved to Hollywood, California, opening its first              
          retail store there in 1952.  In its beginning, FOH's name was               
          synonymous with risque lingerie.  The company's original market             
          was American GI's who, after spending time abroad, were eager to            
          get for their wives or girlfriends the lingerie that was                    
          fashionable in Europe.  FOH pioneered many trends in the industry           
          including the extensive use of black, the pointy snow-cone bras             
          of the 1950's, and the revival of garter belts in the 1980's.               





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