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Land, which restates the substance of the restrictions on the
transfer of the Company's stock that are contained in amended
article VI.
No appraisal of the Marrero Land stock was obtained prior to
the adoption in 1980 of amended article VI. That was because Mr.
Barkley and Mr. Hammett saw no reason to obtain such an appraisal
since the use of book value under amended article VI, which was
readily determinable by the Company's certified public accoun-
tants who audited its books each year, provided for a precise
determination of the price at which stock was to be purchased
under that article. The use of book value in amended article VI
also eliminated, as far as the Company and its stockholders were
concerned, the costs and uncertainties associated with establish-
ing a price for the stock of Marrero Land through an appraisal or
another method every time that there was a transfer of such
stock.
Even after the adoption of amended article VI, there was
dissension among the Company's stockholders about Mr. Marrero's
role in its management. Mr. Barkley and certain other stock-
holders wanted to remove Mr. Marrero as president. In an effort
to unite the voting power in Marrero Land of Mr. Barkley and
decedent, Mr. Barkley met with decedent and suggested that a
voting trust be formed, which would allow Mr. Barkley to vote the
stock of the Company that decedent owned. Decedent agreed. On
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Last modified: May 25, 2011