Estate of Josephine T. Thompson, Deceased, Carl T. Holst-Knudsen and the Bank of New York, Executors - Page 3

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          corporation.  At the time of trial, TPC’s principal place of                
          business was located in New York City.                                      
               The 487,440 shares of TPC voting common stock that decedent            
          owned constituted 20.57 percent (hereinafter generally rounded to           
          20 percent) of TPC’s total outstanding common stock.  Decedent’s            
          shares constituted the largest block of TPC common stock owned by           
          any single stockholder.1                                                    
               On May 2, 1998, all but 300,000 shares of the remaining TPC            
          common stock were owned by approximately 20 other relatives of              
          Harvey Mark Thomas, the founder of TPC.                                     
               Holst-Knudsen was designated as the sole testamentary                  
          beneficiary of decedent’s 487,440 shares of TPC common stock.  As           
          of May 2, 1998, taking into account the 162,000 shares of TPC               
          common stock that he already owned and the 487,440 shares that he           
          inherited from decedent, it appears that Holst-Knudsen                      
          individually and beneficially owned 649,440 shares of TPC stock             
          or approximately 27 percent of the total outstanding TPC common             
          stock.                                                                      
               The last 300,000 shares of TPC common stock, representing              
          12.66 percent of the total outstanding TPC common stock, were               
          owned by an outside stockholder -- namely, Capital Cities/ABC,              




               1  Decedent also owned 237.6 shares of TPC nonvoting                   
          preferred stock the value of which is not in dispute.                       




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