
    Estate of Lucretia Davis Jephson, Deceased; David S. Plume, Dermond Ives, and The Chase Manhattan Bank, N.A., Coexecutors, Petitioner v. Commissioner of Internal Revenue, Respondent
    Docket No. 6563-83.
    Filed August 5, 1986.
    
      John Y. Taggart and Myron G. Finley, for the petitioner.
    
      Jack Klinghoffer, for the respondent.
   JACOBS, Judge:

By statutory notice of deficiency, respondent determined a deficiency of $847,458.38 in estate tax due from the Estate of Lucretia Davis Jephson, deceased. In his amended answer, respondent claimed a $263,655.19 increased deficiency; thus the total amount in controversy is $1,111,113.57.

After concessions, the only matter left for determination is the value of all the outstanding stock of two investment companies, R.B. Davis Investment Co. and Davis Jephson Finance Co., owned by Lucretia Davis Jephson at her death.

FINDINGS OF FACT

Some of the facts have been stipulated and are so found. The stipulations of fact and attached exhibits are incorporated herein.

Lucretia Davis Jephson died on April 9, 1979; petitioner is her estate. Petitioner’s address at the time the petition was filed was New York, New York.

Petitioner reported in a timely filed Federal estate tax return the decedent’s stock ownership in two wholly owned corporations, R.B. Davis Investment Co. (R.B. Davis) and Davis Jephson Finance Co. (Jephson Finance). R.B. Davis and Jephson Finance were investment companies, the former with 4,997 shares outstanding and the latter with 20,000 outstanding shares. R.B. Davis, formed under the laws of New Jersey in 1905, manufactured baking powder until 1955, when its assets were sold; thereafter, it operated as a holding company. Jephson Finance was formed in Delaware in 1933, and has been a holding company since its inception. The assets of both corporations consisted primarily of unleveraged portfolios (managed by Chase Manhattan Bank) of marketable securities with readily ascertainable fair market values on April 9, 1979 (the valuation date), as follows:

R. B. Davis
Bonds
Face value Market value
$30,000 N.Y. State 3.6% due 5/1/87 $22,839
20,000 N.Y. State 3.6% due 11/1/87 14,980
50,000 N.Y. State 3.6% due 11/1/85 30,865
67,277 70,000 Penna. State Gen. Oblig. 5.9% due 12/15/92
33,630 50,000 Suffolk County Gen. Oblig. 3/5% due 9/1/83
169,591
Certificate of Deposit
Market value
Continental Illinois Bank 9(4% due 3/30/79 principal and accrued interest $116,306
Common Stocks
Number of shares 1,800 Merck & Co. Market value $119,700
Number of shares Market value
1,000 Schlumberger Ltd. $106,563
6,286 Scudder Managed Reserves 53,042
500 Smithline Corp. 47,156
2,800 Standard Oil Co. of Indiana 177,450
8,000 Virginia Electric & Pwr. Co. 101.500
2.500 Yellow Freight Systems Inc. 51,562
3.500 Aluminum Co. America 190,313
1.500 AT&T 92,625
1,000 Avon Products 46,750
4,000 Carolina Power & Light 83,000
2,000 Caterpillar Tractor 116,750
800 Coca-Cola Co. 33,000
4,000 Continental Oil 137.250
1,000 Digital Equipment 55,812
800 E.I. DuPont & Co. 114.250
1,300 Eastman Kodak 84,013
4,000 Florida Power Corp. 122.500
2.500 General Electric 119,219
3.500 General Mills, Inc. 87,859
2,200 Houston Ind. Inc. 66,412
500 IBM 159,188
4,000 International Paper 186.250
2.500 Lowes’ Co. Inc. 120,312
2,000 Mapco Inc. 62,250
1,000 , McDonald’s Corp. 42,125
2,579,851
Total bonds, certificate of deposit, and stocks 2,865,748
Jephson Finance
Bonds
Face value Market value
$100,000 Baltimore Gen. Oblig. 4.1/4% due 10/15/85 $87,000
100,000 California Gen. Oblig. 3.1/2% due 7/1/81 94,390
50,000 Kentucky Gen. Oblig. 3.1/8% due 7/1/87 40,030
100,000 Los Angeles City Unified School 3.1/2% due 2/1/84 88,450
50,000 Mass. Bay Trans. Auth. 3.8% due 3/1/98 32,510
100,000 Milwaukee Met. Sewr. Dist. 33.4% due 2/1/83 89,980
100,000 Minn./St. Paul 3.7% due 1/1/85 87,240
50,000 Nassau County Gen. Oblig. 3.4% due 11/15/82 44,525
100,000 New Jersey Gen. Oblig. 3% due 3/1/85 82,960
50,000 NYS Gen. Oblig. 4% due 11/15/84 44,070
100,000 NYS Gen. Oblig. 4% due 11/15/86 83,760
70,000 Oakdale CA Sewr. Dist. 3.05% due 7/1/2004 36,000
75,000 Oregon Gen. Oblig. 3.3/4% due 8/15/79 74,460
175,000 Penna. Gen. Auth. 4.4% due 7/15/83 160,860
(Unspecified) Texas Gen. Oblig. 3% due 8/1/86 ' 20,093
1,066,328
Certificate of Deposit
Market value
Continental Ill. Bank 914% due 3/30/79 principal and accrued interest $536,411
Common Stocks
Number of shares Market value
1.500 McDonald’s Corp. $63,188
1.200 Merck & Co., Inc. 79,800
2.500 Monsanto Co. 131,094
2,500 J. P. Morgan & Co. 115,469
2,000 J. C. Penny Inc. 58,880
1,000 Proctor & Gamble 80,750
2,000 Revlon Inc. 99,000
3,000 Roadway Express 84,825
9,475 Scudder Managed Reserves (Mutual Fund) 94,653
2,000 Standard Oil of Ohio 100,750
5,000 Texas Utilities 96,562
2.500 Union Camp Corp. 126,250
1.500 Union Pacific Corp. 94,781
3,000 American Express Co. 92,250
4,000 AT&T 247,000
4,000 Atlantic Richfield 259,250
1.500 American Natural Resources Co. 62,231
3,000 Bank America Corp. 76,125
5,000 Carolina Power & Light Co. 103,750
4,000 Chase Manhattan Corp. 129,750
2.500 Chubb Corp. 98,125
3,000 Citicorp 69,750
4,000 Colgate-Palmolive Co. 69,750
2,000 Continental Oil Co. 68,625
2,500 Diamond Int’l. 92,500
2,000 Digital Equipment Corp. 111,625
6,000 Dow Chemical 170,250
2,000 Dresser Ind. 89,250
2,000 Eastman Kodak 129,250
2.500 Eaton Corp. 94,219
4,000 Exxon 214,250
4,000 Florida Power & Light 110,000
2,000 General Electric 95,375
2.200 Houston Ind. Inc. 66,412
1,895 IBM 603,321
7,000 IT&T 201,250
4.500 Johnson & Johnson 314,719
3,000 Lowe’s Co. Inc. 144,375
2,000 Macy & Co. 71,250
2.500 Marathon Oil 168,437
5,179,091
Total bonds, certificate of deposit, and stocks 6,781,830

The book and market values of the assets, liabilities, and shareholder’s equity of each company on the valuation date were as follows:

R. B. Davis
Book and Market Value
April 9, 1979
SECURITIES: Book value Market value
Bonds $336,000 $169,591
Stocks 2,271,073 2,579,851
2,607,073 2,749,442
CASH ACCOUNTS:
Certificate of deposit and accrued interest 116,306 116,306
Investment advisory -principal 326 326 -income 3,902 3,902
Checking 94,996 94,996
Accrued income 3,079 8,136
Total assets 2,825,682 2,973,108
Less: Accounts payable 1,650 1,650
NET WORTH 2,824,032 2,971,458
Common stock 499,700 499,700
Paid in surplus 444 444
Retained earnings 2,323,888 2,323,888
Appreciation - market value — 147,426
SHAREHOLDER’S EQUITY 2,824,032 2,971,458
Per share (4,997 shares) 565.15 594.65
Jephson Finance
Book and Market Value
April 9, 1979
SECURITIES Book value Market value
Bonds $1,694,963 $1,066,327
Stocks 3,964,687 5,179,091
Total 5,659,650 6,245,418
CASH ACCOUNTS:
Certificate of deposit and accrued interest 536,411 536,411
Investment advisory -principal -income 916 15,733 916 15,733
Checking 231,251 231,251
Prepaid Federal taxes 3,731 3,731
Accrued income 24,072
Total assets 6,447,692 7,057,532
Less: Accounts payable
NET WORTH 6,447,692 7,057,532
Common stock 2,000,000 2,000,000
Paid in surplus 2,778 2,778
Book value Market value
Retained earnings $4,444,914 $4,444,914
Appreciation - market value 609,840
SHAREHOLDER’S EQUITY 6,447,692 7,057,532
Per share (20,000 shares) 322.38 352.88

The cost of liquidating R.B. Davis on the valuation date would have been $48,672.30. The cost of liquidating Jephson Finance on the valuation date would have been $46,164.13.

Petitioner valued for estate tax purposes the decedent’s interests in R.B. Davis and Jephson Finance by applying discounts of 28 percent and 31.3 percent, respectively, to their net asset values, to reflect the lack of marketability of the stock of each company. The amount of the discount was determined by reference to the discount from net asset value of 10 publicly traded closed-end investment funds which had portfolio profiles similar to those of the two companies involved herein.

Respondent claims that the values of the companies are their net asset values, less liquidation expenses. Respondent argues that no discount for lack of marketability is appropriate because any purchaser of decedent’s 100-percent interest in the investment companies would acquire unconditional control over, and access to, their underlying cash and securities. Respondent further contends that direct ownership of the cash and securities could be obtained in a tax-free transaction pursuant to section 337.

ULTIMATE FINDINGS OF FACT

(1) On April 9, 1979, the stock of R.B. Davis Investment Co. had a value of $2,922,786 (i.e., its net asset value, less liquidation expenses).

(2) On April 9, 1979, the stock of Jephson Finance Co. had a value of $7,011,368 (i.e., its net asset value, less liquidation expenses).

OPINION

Section 2031(a) mandates inclusion in the gross estate of the value of all property owned by a decedent at the time of death. For estate tax purposes, in general, value means fair market value on the applicable valuation date. Fair market value is the price at which the property would change hands between a willing buyer and a willing seller, neither being under compulsion to buy or to sell and both having reasonable knowledge of all relevant facts. Sec. 20.2031-l(b), Estate Tax Regs.

Valuing stock of a closely held corporation is a factual determination for which there is no talismanic formula. A weighing of all relevant facts and circumstances is required. In determining such value, section 2031(b) requires that consideration be given, in addition to all relevant factors, to the price of stock of corporations engaged in the same or similar line of business which are listed on an exchange.

After considering all relevant facts and circumstances, we find that the date of death values of R.B. Davis and Jephson Finance Co. are their respective net asset values, less the cost of liquidation. The factors that persuaded us in reaching this finding are: (1) All the assets of both investment companies were liquid assets, i.e., cash and marketable securities; (2) neither corporation had any liabilities which had to be seriously considered in valuing the companies; (3) the decedent’s 100-percent ownership of both companies gave her (or her estate) the unqualified right to liquidate both companies at any time. In our opinion, neither the decedent nor her estate nor a hypothetical seller would have sold the stock of either company for less than that which could have been realized through liquidation. We further believe that a hypothetical purchaser would be willing to pay such an amount.

We recognize that the value of an interest in an investment company is not always equal to its proportionate share of the company’s net asset value. For example, we have applied a discount where a minority interest was being valued. Harwood v. Commissioner, 82 T.C. 239, 264-269 (1984), affd. without published opinion 786 F.2d 1174 (9th Cir. 1986); Estate of Piper v. Commissioner, 72 T.C. 1062 (1979); Estate of DeGuebriant v. Commissioner, 14 T.C. 611 (1950), reversed on another issue sub nom. Claflin v. Commissioner, 186 F.2d 307 (2d Cir. 1951). We have also allowed a discount for the nonmarketability of an investment company’s stock, particularly where its assets consist of real estate or other nonliquid assets. Estate of Piper v. Commissioner, 72 T.C. 1062 (1979); Estate of Andrews v. Commissioner, 79 T.C. 938 (1982). Here, however, there is neither a minority interest nor any nonliquid assets.

Petitioner does not argue that it is entitled to a minority interest discount, since it owns all of the stock of both companies. Nevertheless, petitioner indirectly seeks to obtain a minority interest discount by analogizing R.B. Davis and Jephson Finance to publicly traded closed-end investment companies. We agree that in many respects R.B. Davis and Jephson Finance are comparable to closed-end investment companies. Also, we recognize that stock in closed-end investment companies often sells for less than net asset value. However, an investor in a closed-end investment company has little or no say in the selection of the company’s investment advisor or the company’s portfolio and cannot easily force the liquidation of the company. Petitioner did not present any evidence of sales of controlling interests in closed-end investment companies. The sale of a controlling interest in a closed-end investment company might well command a premium, rather than be subject to discount. In any event, we find inapposite petitioner’s comparison of the sale of 100-percent interests in R.B. Davis and Jephson Finance to sales of minority interests in publicly traded closed-end investment companies.

Petitioner next argues that a discount for nonmarket-ability is warranted. Petitioner contends that marketable securities and cash, when held in corporate solution, are not readily marketable. This argument ignores the fact that complete ownership of each corporation enables petitioner to obtain, at any time, direct ownership of the corporate assets either through a partial or complete liquidation or through a dividend in kind.

Lastly, petitioner argues that a purchaser of the stock of R.B. Davis and Jephson Finance would demand a discount for the existence of unknown liabilities. Only R.B. Davis was an operating company— it manufactured baking powder prior to 1955. The potentially hazardous substance allegedly included in the baking powder manufactured by R.B. Davis is alum, which around 1905 was thought to be hazardous to health. Petitioner submitted no evidence that alum is hazardous to health or that any liability for its use was ever imposed on R.B. Davis or any other manufacturer of baking powder, or that any hazardous effects of alum had remained undetected for the 24 years which had elapsed between the date R.B. Davis ceased to manufacture baking powder and the date of decedent’s death. In any event, any claim brought against R.B. Davis would probably have been time-barred. In short, we are not persuaded by this argument and believe that here no discount is warranted for unknown liabilities.

Respondent conceded that there should be a reduction for the transactional costs which the owner of R.B. Davis and Jephson Finance stock would incur in obtaining direct ownership of the corporate assets through a liquidation. We have accordingly taken these costs into account in valuing both companies.

To reflect the foregoing and the concessions of the parties,

Decision will be entered under Rule 155. 
      
       All section references are to the Internal Revenue Code of 1954 as amended and in effect on the date of decedent’s death.
     
      
       A decedent’s gross estate is valued as of the date of death, unless the executor elects (pursuant to sec. 2032) the alternate valuation. Here, no such election was made.
     
      
       The hypothetical purchaser, by purchasing the companies, would save brokerage fees that otherwise would have to be paid to acquire approximately $9 million of marketable securities.
     
      
       As previously noted, Jephson Finance was at all times an investment company.
     