Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 44

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          outstanding produces a per-share value of $176.46, which yields a           
          book value for decedent’s 43,080 shares of approximately $7.6               
          million, not the $4.2 million contended by the estate.25                    
               Similarly, when the estate contends that the 1996 BVS                  
          appraisal suggested that the fair market value of decedent’s BCC            
          shares was $3,736,242, its calculation is likewise based on the             
          erroneous assumption that BCC had 92,718 shares outstanding as of           
          November 1996.  Thus, the estate’s argument overlooks the                   
          redemption of Mr. Jennings’s shares and incorrectly assumes a               
          per-share fair market value of $86.73.  Taking the redemption of            
          Mr. Jennings’s shares into account yields a per-share fair market           
          value of $155.32, the same figure BCC’s controller, Mr. Truono,             
          used in his November 1996 analysis of BCC’s financial condition             
          (i.e., Pro Forma 15).  Using this corrected figure to calculate             

          Jennings’s estate for the redemption of his shares in September             
          1996, BCC had received approximately $3 million in life insurance           
          proceeds upon Mr. Jennings’s death, which essentially offset the            
          foregoing transfers for purposes of book value.                             
               25 Even if the 1981 Agreement were interpreted to require              
          the calculation of BCC’s per-share book value as of Jan. 31,                
          1996, using the number of shares outstanding at that date, i.e.,            
          92,718, resulting in a purchase price of approximately $4.2                 
          million (as the estate contends), the 1996 modification would               
          still have produced a non-de minimis change in the value of                 
          decedent’s rights because the per-share price for decedent’s                
          shares under the 1981 Agreement would have automatically adjusted           
          at the close of the fiscal year ended Jan. 31, 1997, to reflect             
          the reduction in outstanding shares to 51,772 after the                     
          redemption of Mr. Jennings’s shares.                                        

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