Estate of Mary D. Maggos - Page 5

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               Decedent was represented by independent and experienced                
          counsel in the transaction.3  The redemption transaction was                
          designed to be an “estate freeze”.  The purpose of an estate                
          freeze, to minimize estate taxes, was explained to decedent by              
          her counsel before the redemption.  The redemption price of $3              
          million was determined in part because Nikita Maggos’ attorney              
          believed they could support such a valuation for gift tax                   
          purposes.4  In part, the price was determined by the amount                 
          Nikita Maggos thought he could afford.  Decedent and Nikita                 
          Maggos did not negotiate the redemption price.  Neither Nikita              
          Maggos nor decedent sought a formal valuation of the company                
          prior to the redemption.  However, in January 1987, Nikita                  
          Maggos’ accountants wrote to Robert T. Shircliff & Associates,              
          Inc. (Shircliff & Associates), requesting that Shircliff &                  
          Associates review the draft financial results of PCAB to October            
          31, 1986, so that they could advise Nikita on the value of PCAB.            
          The purpose of obtaining the valuation was for estate planning.             
          Shircliff & Associates were in the business of consulting with              
          Pepsi bottlers and acting as business brokers in the purchase and           
          sale of Pepsi bottling franchises.  Shircliff & Associates                  
          prepared a preliminary valuation of PCAB’s business based in part           

               3Decedent’s attorney was Robert Hite.                                  
               4Nikita Maggos’ attorney was Victor Bezman, a partner in the           
          firm of Katten Muchin & Zavis.                                              

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