- 71 -
in the Company. On the other hand, here, no one individual had a
controlling block of voting stock.
We also recognize that Don, Gay, and Scott would want to
maximize their children's interest in the Company and that if a
sale or liquidation of J.R. Simplot Co. occurred or if the Company
merged with or into another, the benefits derived therefrom would
probably be distributed not by class of stock, but rather on an
equal per-share basis, regardless of class. In other words, after
having paid for voting privileges, if on or after June 24, 1993,
the Company were merged, sold, or liquidated, the hypothetical
buyer would suffer a loss if the proceeds of the sale, merger, or
liquidation were to be distributed among all shareholders of J.R.
Simplot Co. on a pro rata share basis, rather than on a class
basis.
On the other hand, we agree with Mr. Matthews that although on
the valuation date decedent's class A voting shares constituted a
minority interest in J.R. Simplot Co., it was foreseeable that one
day (but not on the valuation date) the voting characteristics
associated with them could have "swing vote" potential if the
hypothetical buyer combined his 18 class A voting shares with
Scott's 22.445 shares or joined with Don and Gay (combined having
36 class A voting shares) to form a control group.
Considering and weighing all of these factors, we adopt Mr.
Matthews' lower range figure of 3 percent of J.R. Simplot Co.'s
equity value as the fair premium for the voting privileges (not
voting control) associated with the class A stock of J.R. Simplot
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