Estate of Helen J. Smith, Deceased, Frederic L. Foill II and Cassandra F. Vallery, Co-Executors - Page 20




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          characteristics would be within two standard deviations of                  
          average.                                                                    
               After completing his analysis, he found that JFI differed              
          from the average REIT by -11.7 percent.  Since the average REIT             
          reflected a minority interest premium of 1.5 percent, JFI would             
          reflect a minority interest discount of -10.2 percent (1.5                  
          percent - 11.7 percent).                                                    
                    Lack of Marketability                                             
               Mr. Keath used the same basic method to calculate a discount           
          for lack of marketability.  From various studies of restricted              
          stock sales, Mr. Keath estimated that the average discount for              
          lack of marketability for operating companies was 30 percent.               
          From this figure, he made adjustments using eight characteristics           
          to find that JFI reflected a greater discount than the average              
          REIT of 6.8 percent, resulting in a lack of marketability                   
          discount of 36.8 percent.10                                                 
                    Applying the Discounts                                            
               Mr. Keath then applied the 10.2-percent minority interest              
          discount and the 36.8-percent lack of marketability discount to             
          the undiscounted value of JFI of $1,818 per share.  In his                  






               10 As noted previously, this figure is very close to the               
          lack of marketability discount of 35 percent used by Mr. Egan.              





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