Estate of H.A. True, Jr. - Page 163




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          the restricted shares studies, and reduced it to 30 percent to              
          eliminate the effects on value of the buy-sell agreement                    
          restrictions.                                                               
              We find that a minority interest in Belle Fourche, like a               
          minority interest in True Oil, is less marketable than actively             
          traded interests because:  (1) The True family is committed to              
          keeping Belle Fourche privately owned, (2) the subject interest             
          lacks control, and (3) Federal tax rules limit the pool of                  
          potential investors in S corporations.  However, certain facts              
          suggest that a minority interest in Belle Fourche would be more             
          marketable than an equivalent interest in True Oil.  First, Belle           
          Fourche historically has been profitable, unlike True Oil.                  
          Second, on average Belle Fourche’s distributions substantially              
          exceeded the shareholders’ tax obligations on their distributive            
          shares of income, while True Oil’s net distributions were not               
          significant.  Third, a purchaser of Belle Fourche stock would not           
          be subject to joint and several liability.                                  
              Based on the foregoing, we conclude that a minority interest            
          in Belle Fourche is more marketable than the same percentage                
          interest in True Oil.  Therefore, to remain within the 26 to 45-            
          percent range of discounts observed in the restricted shares                
          studies, we assign a 27-percent marketability discount to Jean              
          True’s 17.23-percent interest in Belle Fourche transferred as of            
          June 30, 1994.                                                              







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