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and/or litigation with FABG over a better price; they, like the
conservator, were also concerned about liquidity to pay expected
estate taxes. The prospective heirs other than Rod were
therefore willing to accept the $118 price. Rod, however,
believed that the $118 price fell substantially short of the
consideration that should be paid for decedent's stock given the
Hill Rights, and consequently was unwilling to consent to a sale
at that price.
Because of the foregoing problems and concerns, the
conservator initiated, and played an integral role in,
negotiations among the prospective heirs to reach an agreement
under which a secure price for the FABG stock could be obtained
for decedent's estate. These negotiations culminated in
September 1995 when the prospective heirs executed a Family
Settlement Agreement (1995 FSA)15 that, in broad terms,
guaranteed decedent and the prospective heirs other than Rod the
$118 price for the FABG stock that was offered previously by
FABG.
More specifically, the 1995 FSA prohibited the conservator
and decedent from transferring the FABG stock without the consent
15 The agreement was signed by Rosemary Ahlerich; Thomas's
children, Susan Wendel and Thomas Robert Amlie; Rod, his wife,
and their children; and the three individuals nominated as
trustees in the codicil to decedent's will establishing the Rod
Amlie Trust.
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