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to book value was appropriate for decedent's FABG stock, absent
the Hill Rights.
Taking into account the additional consideration received by
Mr. Hill, the valuation specialist concluded that Mr. Hill had
effectively received a price equal to 1.33 times book value for
his stock in Agri and his two other banks. However, in the
valuation specialist's view, a significant portion of the
additional consideration--namely, the retirement of $1.6 million
of the capital notes of one of the other banks--was not
consideration for Mr. Hill's Agri stock. The valuation
specialist also determined that the FACC option given to Mr. Hill
(which entitled him to convert his FABG stock to FACC stock in 5
years) had no value, because of the multiple variables that might
affect relative values of the FABG and FACC shares in the 5 years
prior to the option exercise date (in October 1999). On the
basis of her analysis, the valuation specialist concluded that
the $118 price (i.e., 1.25 times book value), coupled with the
right to defer the sale until after death to avoid capital gains
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