Estate of H.A. True, Jr. - Page 31




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          operations.  Tamma Hatten worked only briefly for the True                  
          companies and not in a management capacity, and her husband never           
          had more than a subordinate role in management of any of the True           
          companies.  However, the True children (including Tamma Hatten              
          before her withdrawal) always owned equal percentage interests in           
          each True company, regardless of the degrees of skill and effort            
          required to manage the various businesses.                                  
               These facts suggest that Dave True’s testamentary objectives           
          were fulfilled, in large part, through lifetime transfers to his            
          children of interests in the True companies.  The buy-sell                  
          agreements ensured that those testamentary objectives were met by           
          restricting transfers outside the family.  The equality of the              
          percentage interests, in spite of the different management                  
          responsibilities borne by each child, indicates that the                    
          transfers were based on family relationships, provided the                  
          minimal threshold participation requirement continued to be                 
          satisfied.                                                                  
               The True sons are now the only individual parties to most of           
          the True companies’ buy-sell agreements.  Under the existing                
          agreements, a predeceasing brother’s interest would be sold to              
          his surviving brothers at tax book value, and would not pass to             
          his heirs.  This assumes that the predeceasing brother had no               
          heirs who actively participated in the family business.  The True           
          sons have discussed this “problem” with Mr. Harris and have                 
          decided not to make any changes to the existing buy-sell                    





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