- 42 -
specialist considered the merger multiples for all Midwest region
banks sold in the prior year and determined that, given the size,
location, and profitability of Agri, book value represented the
market value of Mr. Hill's FABG shares, and that the additional
consideration received by Mr. Hill for his shares represented
payment of a premium of 0.33 times book value. In the analyst's
view, given that a portion of the premium was attributable to
another of Mr. Hill's banks and certain other factors, a premium
of 0.25 times book value represented fair, equivalent
consideration for the Hill Rights. Thus, several comparables
were in fact considered in determining the $118 price for
decedent's stock in the 1995 FSA.
Several other indicia in the record support the conclusion
that the terms of the 1995 FSA were comparable to arrangements
entered into at arm's length. The 1994 Agreement and the 1995
FSA (with their identical price terms) were not agreements
reached between decedent and a member of her family. Rather,
they were entered into by decedent's conservator, who had a
fiduciary duty to safeguard decedent's interests. The
conservator and FABG negotiated at arm's length to reach the 1994
Agreement, and the 1995 FSA adopted that agreement's price terms.
On this record, we are satisfied that the negotiations among the
prospective heirs to reach the 1995 FSA were also arm's length;
the interests of the prospective heirs other than Rod were
Page: Previous 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 NextLast modified: May 25, 2011