- 13 - On November 11, 1996, decedent and BCC executed an agreement entitled “Shareholders Agreement” (the 1996 Agreement), with decedent signing in his individual capacity and on behalf of BCC as its president. Mr. Truono attested decedent’s signature. The 1996 Agreement required BCC to buy, and decedent’s estate to sell, decedent’s BCC shares for $4 million; i.e., the maximum price Mr. Truono believed BCC could pay in cash, taking into account BCC’s receipt of approximately $3 million in life insurance proceeds from the policy on decedent’s life. The next day decedent executed a codicil to his will. Decedent did not consult an attorney regarding the 1996 Agreement. Given his review of Mr. Truono’s Pro Forma 15, decedent was aware when he signed the 1996 Agreement setting the price for his shares as $4 million ($92.85/share) that the most recent BVS appraisal had valued BCC at approximately $8 million ($155.32/share), suggesting that decedent’s shares had a fair market value of approximately $6.7 million. Decedent was further aware that Mr. Truono had computed BCC’s book value to be approximately $9 million, suggesting that decedent’s BCC shares had a book value of approximately $7.5 million. The unmodified 8(...continued) 1996 BVS appraisal), since 51,772 outstanding shares at a total book value of $9,135,506 would yield a per-share value of $176.46. Instead, the figure used in Pro Forma 15 appears to be a mid-year estimate of BCC’s per-share book value.Page: Previous 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 Next
Last modified: May 25, 2011