Clarissa W. Lappo - Page 14

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          disclosed by management.”  Comparing these NAVs to quoted share             
          prices, Mr. Oliver concluded that the median price-to-NAV                   
          discount for the guideline companies was 29.3 percent on April              
          19, 1996, and 20.3 percent on July 2, 1996.                                 
               Mr. Oliver then considered a number of factors that he said            
          differentiated the partnership from his seven guideline                     
          companies.  On the one hand, he concluded, the partnership had a            
          “much stronger” financial position than the guideline companies,            
          which would indicate a relatively smaller price-to-NAV discount             
          for the partnership interests.  On the other hand, he concluded,            
          certain factors augured for a deeper price-to-NAV discount:  The            
          partnership had “very small” real estate holdings compared to the           
          guideline companies; it was dependent on just one primary tenant;           
          and as a newly formed entity, it lacked a track record of                   
          operations.  The net effect of such factors, Mr. Oliver                     
          concluded, was that a minority interest investor would value the            
          partnership’s real estate component at a deeper discount than the           
          guideline median price-to-NAV discount.  In the final analysis,             
          he concluded that the appropriate minority interest discount was            
          35 percent for petitioner’s April 19, 1996, gifts of partnership            
          interests and 30 percent for petitioner’s July 2, 1996, gift.               
               Mr. Oliver has inadequately explained how he derived the               
          NAVs that are critical to his computation of the price-to-NAV               








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