Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 12

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          life insurance proceeds on decedent’s death, the redemption of              
          decedent’s shares for $4 million would leave BCC with                       
          approximately $1.5 million in cash and cash equivalents.  In Mr.            
          Truono’s judgment, this was the minimum amount that BCC required            
          to operate without the need for personal guaranties for BCC’s               
          performance bonds and to ensure that BCC would be able to meet              
          any obligations to its ESOP participants.6                                  
               Pro Forma 15, reviewed by decedent in early November 1996,             
          assumed BCC had a fair market value of $155.32 per share, which             
          Mr. Truono determined by dividing the $8,041,126 fair market                
          value for BCC estimated in the then most recent BVS appraisal               
          (for the fiscal year ended January 31, 1996) by BCC’s 51,772                
          shares outstanding after the redemption of Mr. Jennings’s                   
          shares.7  Pro Forma 15 also showed a per-share book value of                
          $173.77, which, assuming 51,772 outstanding shares, results in a            
          total book value for BCC of $8,996,420.8                                    

               6 Mr. Truono testified that, as of 1996, BCC had never spent           
          more than $100,000 in a given year to redeem BCC shares.                    
               7 The 1996 BVS appraisal itself estimated a per-share fair             
          market value of $86.73, which is the per-share value derived when           
          the $8,041,126 fair market value it estimated for BCC is divided            
          by the number of BCC shares outstanding before the redemption of            
          Mr. Jennings’s shares; i.e., 92,718.                                        
               8 The per-share book value for BCC reflected in Pro Forma 15           
          does not appear to be derived from the book value as of the                 
          fiscal year ended Jan. 31, 1996 ($9,135,506, as reflected in the            

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