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Also, in order to sell shares under SEC Rule 144, an
affiliate must first hold the restricted shares for 1 year. As
of the valuation date, the 1-year SEC Rule 144 holding period
applicable to the estate’s Reliance shares had been satisfied,
and the Reliance shares could immediately be sold to the public,
subject to the SEC Rule 144 quarterly sales restriction.
In a private placement or under SEC Rule 144A, 17 C.F.R.
230.144A (1992) (SEC Rule 144A), the estate’s 3,601,267 Reliance
shares could be sold to certain types of investors immediately
without the SEC Rule 144 sales restriction. However, any of the
estate’s Reliance shares that would be sold in a private
placement or under SEC Rule 144A would still be restricted, and a
purchaser of the estate’s Reliance shares would be subject to the
same public resale restrictions as the estate.
Consequently, due to liquidity requirements, institutional
investors most likely would not have been willing to purchase the
estate’s Reliance shares.
Reliance Stock Repurchase Plan
On December 15, 1994, the Reliance board of directors
adopted a formal stock repurchase plan which allowed for the
repurchase by Reliance of up to 2.25 million shares of Reliance
stock. On August 31, 1998, the Reliance board of directors
increased to 6 million the number of Reliance shares that
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Last modified: May 25, 2011