Robert T. and Mary F. Gow - Page 25




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               Mr. Gampel’s final step in valuing the stock bonuses was to              
          apply a second level (at the WVI level) of minority interest and              
          lack of marketability discounts.  Mr. Gampel believed that for the            
          February 16, 1989, stock issuance, a 20-percent minority interest             
          discount and a 30-percent lack of marketability discount were                 
          appropriate.  For the February 15, 1990, stock issuance, Mr. Gampel           
          believed that a 30-percent minority interest discount and a 30-               
          percent lack of marketability discount were appropriate. In                   
          determining the extent of the minority interest discount, Mr.                 
          Gampel considered the following factors:  (1) The size of the stock           
          issuance (800 and 400 shares), which represents only a minority               
          interest in WVI; (2) the existence of the VTA at both valuation               
          dates; (3) a lack of “swing vote” characteristics in each stock               
          issuance; (4) a lack of “special purchasers” in the marketplace;              
          (5) WVI’s historical reluctance to distribute dividends; (6) the              
          terms of the buy-sale agreement and other restrictions on the                 
          transferability of WVI’s stock; (7) the lack of recent sales of               
          similar interests in WVI; and (8) the existence of the ongoing                
          litigation.  In determining the marketability discount, Mr. Gampel            
          reviewed a number of empirical studies that were performed in an              
          effort to quantify average levels of discounts for lack of                    
          marketability in the marketplace and considered the following                 
          factors: (1) The lack of an organized market for the                          
          purchasing/selling of interests; (2) lack of sales of similar                 






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