Estate of Josephine T. Thompson, Deceased, Carl T. Holst-Knudsen and the Bank of New York, Executors - Page 50

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          a major, well-established, well-run company with relatively few             
          stockholders, in which a longstanding outside investor is already           
          present and apparently content.                                             
               With regard to the lack of marketability discount, we                  
          believe a 30-percent lack of marketability discount adequately              
          reflects difficulties the estate and a hypothetical investor                
          might have in marketing the estate’s 20-percent TPC stock                   
          interest.  Indeed, but for the fact that respondent’s expert                
          allowed a 30-percent discount for lack of marketability, we might           
          have been inclined to reduce this discount.  A discount any                 
          higher would not appear to be justified, particularly in light of           
          the presence among TPC’s stockholders of a significant outsider             
          stockholder who already owns a relatively large, minority block             
          of TPC stock.  We also note the dividend-paying history of TPC,             
          and TPC’s plans, as of May of 1998, to continue its practice of             
          paying substantial cash dividends, which subsequent-year                    
          dividends would allow a holder of a 20-percent interest in TPC to           
          recover annually, based on prior-year dividends paid, in excess             
          of one quarter of a million dollars.                                        
               We conclude that the date-of-death value of TPC as an                  
          entity, as of May 2, 1998, is $110,508,000 and that the date-of-            
          death value of the estate’s 20.57-percent interest in TPC is                
          $13,525,240, or $27.75 per share.                                           








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