Estate of Georgina T. Gimbel, Deceased, Janet G. Rogers, JoAnne M. Gimbel, and Thomas W. Gimbel, Co-Executors and Co-Trustees - Page 17

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          expert reports.  See Helvering v. Natl. Grocery Co., 304 U.S. 282           
          (1938).                                                                     

          Comparison of Experts’ Appraisal                                            
               In this case, the experts focused primarily on four general            
          valuation methods to estimate the fair market value of the                  
          estate’s 3,601,267 Reliance shares:  (1) A secondary public                 
          offering of the estate’s Reliance shares, (2) a private placement           
          with a third party or a sale under SEC Rule 144A (hereafter                 
          private placement), (3) a Reliance repurchase, and (4) open                 
          market public sales subject to the SEC Rule 144 sales restriction           
          (dribble out).                                                              

          Secondary Public Offering and Private Placement                             
               Kimball and Nunes testified that for business reasons                  
          Reliance probably would not have approved a secondary public                
          offering in which the estate’s Reliance shares would be sold.               
          Range also acknowledged that a secondary public offering might be           
          unrealistic.                                                                
               We agree with the experts that as of the valuation date                
          Reliance probably would not have approved a secondary public                
          offering of the estate’s Reliance shares.  Among other things, in           
          order to conduct a secondary public offering of the estate’s                
          Reliance shares, Reliance would have been required, in violation            
          of a confidentiality agreement, to disclose to the public the               






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