Estate of H.A. True, Jr. - Page 45




                                       - 131 -                                        
          factors to be considered with other relevant factors in                     
          determining fair market value, as required under Rev. Rul. 59-60,           
          1959-1 C.B. 237.                                                            
               As previously discussed, the proper approach to determining            
          fair market value at the agreement date is to disregard the                 
          depressive effect of the buy-sell agreement on value.                       
          Accordingly, we do not follow SRC’s methodology, which                      
          essentially treated the buy-sell agreements’ formula prices as              
          dispositive.  Instead, we apply the average marketability                   
          discounts for comparable companies to the freely traded values              
          determined by SRC to compute fair market value at the agreement             
          dates.  For Belle Fourche, fair market value of a 1-percent                 
          interest on August 2, 1971, was $38,270 (or $80.40 per share),49            
          whereas tax book value on that date was $18,416 (or $38.69 per              
          share).  For True Oil, fair market value of an 8-percent                    
          partnership interest on August 1, 1973, was $353,100,50 whereas             
          tax book value on that date was $54,653.  We therefore conclude             
          that tax book value did not equal fair market value of the                  
          transferred interests in Belle Fourche and True Oil as of the               
          buy-sell agreement dates.                                                   




               49Freely traded value of $120 per share multiplied by 476              
          shares transferred, the product of which is then discounted by 33           
          percent (average marketability discount averted to by SRC).                 
               50Freely traded value of $535,000 discounted by 34 percent             
          (average marketability discount averted to by SRC).                         




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