225 F.3d 806 (7th Cir. 2000)
Krueger International, Inc., Mark  R. Olsen, Richard J. Resch, et al., Plaintiffs-Appellants, Cross-Appellees,v.Julie Blank, et al., Defendants-Appellees, Cross-Appellants.
Nos. 99-1827, 99-1925, 99-1934, and 99-1957
In the  United States Court of Appeals  For the Seventh Circuit
Argued January 4, 2000Decided August 25, 2000

Appeals from the United States District Court  for the Eastern District of Wisconsin.  No. 97-C-570--J.P. Stadtmueller, Chief Judge.
Before Cudahy, Kanne, and Diane P. Wood, Circuit  Judges.
Diane P. Wood, Circuit Judge.


1
Perhaps death and  taxes are the only true certainties, but close  behind must be the risk of dissension when death  occurs and those left behind try to divvy up the  assets. If some of those assets are shares in a  closely held corporation, the problems only get  worse. In this case, different combinations of  the interested parties have been litigating since  the 1992 death of the central figure, Robert  Blank, about the way in which his retirement fund  should be allocated and valued. (We shall refer  to the different Blank family members by their  first names, because Robert's wife Julie Blank  also figures prominently in the case.) The piece  of the dispute that is now before us concerns the  relation between the ERISA plan operated by  Robert's employer, Krueger International, Inc.  (KI), and the stockholder agreement between Robert and KI that arguably governed the KI  shares invested in the ERISA plan. The answer to  that question in turn tells the parties what they  really want to know, which is how much money KI  must pay to Robert's beneficiaries. If the answer  is determined by the 1992 value of the KI stock,  as KI argues it is and as the district court  held, then the beneficiaries are entitled to  roughly one-fourth of what they would receive if  it is determined by the 1996 or 1997 value of the  stock. As we explain further below, we are in a  position to resolve this question in principle in  favor of KI's position, but a critical point  remains that may yet entitle the beneficiaries to  the payment they want. We are therefore reversing  and remanding this case for further proceedings  before the district court.


2
* Robert worked for KI from 1969 until his death  in 1992. During his time there, he saved for  retirement through KI's Salaried Employees  Retirement Plan (SERP). Under the terms of the  SERP, plan participants could either invest in  the general plan fund (and thus receive the  returns that everyone else received) or instead  create a "Directed Investment Account," which  allowed participants to "monitor and direct the  holding and subsequent disposition" of their  investments. SERP sec. 4.10(a). Of course, that  also meant that the individual participant bore  the risk of loss and enjoyed the opportunity for  gain in conjunction with her investment  decisions. Consequently, the SERP provides that  "[a]ny portion of a Participant's Directed  Investment Account invested in a specific  investment shall be accounted for separately.  Income and expenses directly attributable to a  Participant's specific investment shall be  charged to the account." SERP sec. 4.10(b).


3
Robert decided to create a Directed Investment  Account and thought that he should invest in his  own company's stock. Because KI is not a publicly  traded company, however, it imposes various  restrictions on its shareholders. These are  contained in the KI Stockholders Agreement (SA).  Robert executed the SA in 1986 and also signed on  to a collection of amendments in 1990. Three  provisions of the SA and amendments are relevant  to our case


4
(1)  SA sec. 4.4 provides that upon the death of  the employee-shareholder and upon written notice  from KI within 90 days of the event, "[KI] shall  have the option to redeem all (but not less than  all) of the stock of KI." (2)  Under SA sec. 6.1, when the stock is  returned to KI, it is valued at "the  proportionate value of the Appraised Value of all  shares [of KI stock] as of the last day of the  fiscal period . . . ending on or immediately  preceding . . . the date of notice of exercise of  the option [to repurchase shares from the  deceased employee under SA sec. 4.4]."


5
(3)  The 1990 amendments provide that upon both  proper exercise of a repurchase option and a  request that shares in the SERP be sold, the  shareholder "shall cause the shares held in [the  Directed Investment Account] to be distributed to  Stockholder, shall cause the shares to become  subject to the Stockholders Agreement, and shall  cause the shares to be sold."


6
When Robert died in 1992, he had accumulated  1,516 shares of KI stock. At the time of his  death, this stock was valued at $258.70 per  share. One of the beneficiaries of his SERP was  his then-wife, Julie Blank. Another portion was  held in trust for his children. In addition,  Diane Wilson, Robert's former wife, claimed that  she was also entitled to a portion of Robert's  death benefits as a consequence of their divorce  decree. KI was interested in exercising its  repurchase option, but it did not want to become  mixed up in any family feuds. With those thoughts  in mind, on June 10, 1992, KI employee and Plan  Administrative Committee member Mark Olsen sent  a letter to Julie that read in relevant part:Krueger International, Inc., does hereby notify  you of its intent to redeem all of the shares  held by Robert L. Blank through his retirement  plan account. . . . We are also aware that Bob's  first wife may have a claim against his estate  and accordingly we cannot actually disburse any  proceeds or issue any notes payable for the  redemption of the stock until such time as our  legal counsel has assured us that we can  distribute the assets [to the stated  beneficiary]. Once that issue has been resolved,  we will be in contact with you in regard to  having the trustee of the Plan surrender the  stock certificates to us.


7
As the dispute over proper beneficiaries was  pending, Julie obtained an ex parte order  prohibiting KI from distributing any SERP  benefits. It took a trip all the way to the  Supreme Court of Wisconsin, but finally in 1996  all the family disputes were resolved with an  amended domestic relations order determining the  percentages of Robert's pension funds that were  to go to Julie (31.83%), Diane Wilson (20.43%),  and the trust for the benefit of Robert's  children (47.74%) (collectively, "the  beneficiaries"). At this point, the beneficiaries  jointly presented their claim for benefits to KI.


8
Not surprisingly, the world had continued to  turn during the four years while the allocation  problems were being resolved. The most important  development for present purposes was the good  fortune KI had enjoyed over that period, the  value of common shares of KI stock increased  nearly fourfold. The difference in the value of  the KI shares at the time of Robert's death and  the value in 1996 provided the trigger for the  current dispute. In July 1996, Mark Olson, a KI  executive and member of the Plan Administrative  Committee, met with the beneficiaries and  informed them that KI intended to redeem Robert's  KI stock at the 1992 price along with interest  for the period 1992-1996. Given the current  market value, the beneficiaries were none too  happy with this result.


9
KI repeatedly offered only to give the  beneficiaries the 1992 price; the beneficiaries  repeatedly insisted that they were entitled to  current prices. They pointed to another provision  of the SERP, sec. 6.09(c), which permits deferral  of the receipt of a death benefit. Under that  provision, "[d]uring any period of deferral, the  portion of the deceased Participant's Account(s)  payable as a death benefit to such person shall  be entitled to receive allocations of gain or  loss in the same manner as other Accounts."  According to the beneficiaries, other accounts  containing KI stock enjoyed the appreciation from  1992 to 1996, so Robert's stock should appreciate  as well. Additionally, the beneficiaries relied  on SERP sec. 6.04, which says that the value of  a participant's account "shall be based on the  most recently available valuation information,"  which they interpret as requiring KI to use the  1996 or 1997 share price information in  calculating the redemption value of Robert's  stock. KI read the SERP differently, saying that  any asset in the SERP is nevertheless subject to  the terms governing that asset. Arguing that it  exercised its option to buy back the stock in  1992, KI maintained that Robert's account was  different from all others, effectively in limbo  until the family disputes were resolved.


10
Unable to settle its dispute with the  beneficiaries, KI sued, seeking a declaration  that the appropriate redemption price was $258.70  per share, requesting specific performance of  Julie's obligation to order the plan Trustee to  tender the shares, and asking for a general  declaration of the parties' rights and  responsibilities under the SA, SERP, and ERISA  generally. Together (at last) with the Estate of  Robert Blank, Diane Wilson, and Bank One Trust  Company, Julie counterclaimed, asserting that KI  had breached its fiduciary duties under ERISA.  The district court found that KI had indeed  exercised its option under the SA to redeem its  shares. However, it also read the SERP as  requiring the company to value the stock as of  the date of distribution (i.e., 1997). Concluding  that the SERP and SA were in conflict, the  district court decided that the SA was a  collateral contract whose application was  preempted by ERISA. It thus granted summary  judgment for the beneficiaries on the core  question and held that the 1997 values of the  stock had to be used. With respect to the  family's counterclaims, however, the court ruled  for KI. Additionally, some collateral matters  came up during the course of the fight. At one  point, Julie requested plan documents from KI. KI  was 153 days tardy in delivering the documents,  so the judge imposed the maximum statutory  sanction--$100 per day or $15,300 in total.  Finally, the court denied the beneficiaries'  request for attorneys' fees.


11
Each side appeals, saying that every issue that  did not come out its way was wrongly decided.

II
A.

12
Before turning to the main issue in this case--  the interaction between the ownership  restrictions and repurchase options contained in  the SA and the accounting rules of the SERP--we  must dispose of a few collateral questions. One  is KI's argument that the Plan Administrative  Committee's interpretation of the SERP is  entitled to deferential review under Firestone  Tire & Rubber Co. v. Bruch, 489 U.S. 101 (1989).  The SERP says that "the Committee shall have the  power and duty to . . . determine all questions  that shall arise under the Plan." KI believes  that this language requires us to defer to its  interpretation of the SERP (which of course  reconciled its terms with the repurchase option  in the SA). Under some of the cases decided when  the parties filed their briefs, most notably  Patterson v. Caterpillar, Inc., 70 F.3d 503 (7th  Cir. 1995), KI might have been right. We  subsequently clarified in Herzberger v. Standard  Ins. Co., 205 F.3d 327 (7th Cir. 2000), that we  will not assume plan discretion simply by virtue  of a description of the Plan Administrative  Committee's functions. KI's SERP comes fairly  close to doing just that--it comes as no surprise  that the committee decides questions. We need not  decide how the SERP's language would fare under  Herzberger, however, since as we explain below,  we view the SERP and SA as standing separately.


13
Secondly, Julie's claim against KI alleging that  it breached its fiduciary duties under ERISA  rests solely on her argument that KI's attempt to  use the 1992 stock price is incorrect. She  maintains that by trying to redeem the stock for  only $258.70 per share, KI is trying to cheat her  and the other beneficiaries out of what is  rightfully theirs under the terms of the SERP.  But this means that the real dispute exactly  parallels KI's claim, which seeks a declaration  that the 1992 share price is the appropriate one.  Julie wants attorneys' fees as part of the  damages for the breach of fiduciary duty, but her  sole basis for that request is 29 U.S.C. sec.  1132(g), which allows the district court to award  fees "[i]n any action" under ERISA that is  brought by a fiduciary or beneficiary. So the  counterclaim is a perfect mirror of KI's claim  and adds nothing of substance to the case.


14
Related to this point is a consideration that  relates to the jurisdiction of the district court.  Ordinarily, of course, a dispute between a  corporation and some of its stockholders about the  terms of the shareholders' agreement would not fall  within federal jurisdiction. Corporate law is, for  the most part, state law, and no one is claiming  diversity as a basis for jurisdiction here. But KI  has argued that the shareholder agreement, at least  for purposes of this case, is a contract that  relates to an ERISA plan and thus must be  interpreted and enforced under federal common law.  See Dranchak v. Akzo Nobel, Inc., 88 F.3d 457, 459-  60 (7th Cir. 1996). That point gets KI nowhere,  however, because ERISA preemption is just a  defense, and it is well-established that  anticipating a federal defense does not create  federal jurisdiction. See Blackburn v. Sundstrand  Corp., 115 F.3d 493, 495 (7th Cir. 1997). One might  also argue that because the SA governs the terms of  the stock ownership whether the stock is owned by  an individual, a company, or an ERISA plan, the  SA's relation to the plan is "too tenuous, remote,  or peripheral" to be considered "relate[d] to" the  SERP. See Shaw v. Delta Air Lines, Inc., 463 U.S.  85, 100 n.21 (1983). The substance of this case  makes it clear, however, that federal jurisdiction  is secure. The SA specifically mentions pension  plans and is thus consciously related to the plan  here. Furthermore, as soon as the counterclaim was  filed raising precisely the same points,  jurisdiction existed to decide the counterclaim and  the original claim would have fallen under the  court's supplemental jurisdiction. It was a simple  case in which a beneficiary of a plan demanded  benefits in a certain amount, and the employer  contested that claim.


15
The third collateral issue concerns the district  court's decisions to award Julie statutory  penalties for KI's delay in responding to her  document request but deny her recovery of  attorneys' fees. Both of these issues are  committed to the district court's discretion. See  29 U.S.C. sec. 1132(c)(1) (sanctions for delay);  sec. 1132(g)(1) (fees). Neither side contests  that KI was 153 days late in responding to  Julie's request for SERP documents, but KI says  that the decision to impose the statutory  maximum--$100 per day or $15,300 in total--was an  abuse of discretion. We see no abuse, especially  as KI failed to provide any explanation for the  delay. KI also says that we should remand the  statutory penalty question to the district court  so that it can clarify its reason for changing  the award from $1,530 to $15,300. That is not  necessary, because the reason is clear enough  from the record the district court made a simple  arithmetic error that it subsequently corrected.  Likewise, we see no abuse in the district court's  decision to deny fees. As we ask whether the  losing party's position was "substantially  justified and taken in good faith," Quinn v. Blue  Cross and Blue Shield Ass'n, 161 F.3d 472, 478  (7th Cir. 1998) (citations omitted), and as we  see substantial merit in both sides' arguments,  there was certainly no abuse of discretion in the  denial of fees.


16
Lastly, KI argues that if it is required to  value the stock at 1996 or 1997 levels, we allow  it to distribute it in kind to the beneficiaries  (as opposed to distributing the appropriate  amount of cash). This is a somewhat peculiar  position, as the ownership restrictions in the SA  were seemingly designed to preclude outside  ownership. (It makes us wonder what has happened  to the value of the stock while this round of  litigation has been pending, but that is  obviously not in the record and not material to  our decision.) In any case, KI did not raise this  possibility until its Rule 59(e) motion, so it  has waived any argument that it is entitled to  distribute stock rather than cash. Moro v. Shell  Oil Co., 91 F.3d 872, 876 (7th Cir. 1996). If KI  believed that it was allowed to distribute stock  rather than cash to the beneficiaries if it lost  in the district court, it had ample opportunity  to present this alternative argument prior to the  entry of judgment.

B.

17
With the underbrush cleared away, we turn to  the task of reconciling the apparent  contradiction between the SERP and the SA. The  beneficiaries rely principally on 29 U.S.C. sec.  1144(a), which provides that ERISA "shall  supersede any and all State laws insofar as they  may now or hereafter relate to any employee  benefit plan." See also Metropolitan Life Ins.  Co. v. Taylor, 481 U.S. 58, 64-65 (1987);  Dranchak, 88 F.3d at 459-60. They contend that  KI's action to enforce the repurchase option in  the SA is a state law contract action that is  preempted by ERISA, meaning that the terms of the  SERP must govern if they are in conflict. Also  implicit in their argument is the idea that the  SA cannot be a proper amendment to the SERP  because it was not adopted pursuant to the proper  amending procedures. See 29 U.S.C. sec.  1102(b)(3); Downs v. World Color Press, 214 F.3d  802, 805 (7th Cir. 2000).


18
The beneficiaries' position is straightforward.  They rely on the sections of the SERP that  provide for valuation using the most recent  information (sec. 6.04) and accrual of gains and  losses at the same rate as other accounts when  distribution is deferred after the principal  beneficiary dies (sec. 6.09). They argue that  because the stock remained in Robert's account,  it must accrue gains and losses at a rate equal  to other accounts containing similar amounts of  KI stock. So, since KI stock generally increased  in value fourfold, so too Robert's stock must  have increased. KI counters by noting that SERP  sec. 4.10(b) makes clear that "[a]ny portion of  a Participant's Directed Investment Account  invested in a specific investment shall be  accounted for separately." KI therefore believes  that where a participant-controlled directed  account is concerned, the accounting provisions  on which the beneficiaries rely mean nothing more  than that Robert was entitled to whatever returns  the particular assets in his account would bring.  Moreover, on the assumption (which the district  court accepted) that KI had effectively exercised  its repurchase option in 1992, KI claims that the  value of Robert's KI stock was fixed at $258.70  (plus interest, which is not contested here) from  the time the option was exercised.


19
We agree with the essential point that KI  makes, but not with all of its factual  assumptions. Before the accounting rules of an  ERISA plan can be applied, the basic terms of the  asset to be accounted for must be determined.  That is what the SA does--it defines the bundle  of rights to which a KI shareholder (whether a  direct shareholder or a shareholder through an  ERISA plan) is entitled. Because KI has chosen to  remain a privately held company, it has the  prerogative to limit ownership in its shares to  employees. It has chosen to do so, which makes it  necessary to include a repurchase option in its  shareholder agreement (so that when employees  leave the firm, it gets the shares back).  Accepting this repurchase option is an  inseparable part of owning KI stock, which means  that Robert and his successors in interest to the  stock are bound to its terms. Contrary to the  beneficiaries' contentions, the fact that they  themselves were not signatories to the SA is  irrelevant. They cannot add to the value of the  KI stock by eliminating the repurchase option  solely by surviving Robert. Similarly, it makes  no difference that some shares held in the plan  may not have been formally subject to the SA.  Robert agreed as part of the 1990 amendments to  order the plan to distribute his shares, then  sell the shares back to KI. The net effect of  these provisions is identical to the repurchase  option in the SA.


20
Neither the SERP nor ERISA in any way undercut  this view of the SA. The SERP governs the  relation between the plan and the beneficiary and  dictates the way that plan assets (whether in an  ordinary or in a directed account) are to be  handled. But that does not mean that the SERP  modifies the terms of the assets themselves. A  simple example illustrates the point. Suppose  that rather than investing in his own company's  stock, Robert had instead invested in a third-  party limited partnership that imposed ownership  restrictions similar to those found in the SA.  Upon Robert's death, the limited partnership  would have the right to repurchase Robert's  interest. If it exercised that option but there  was a delay in distribution, nobody would  seriously contend that KI's SERP overrode the  partnership agreement. That agreement would  govern the nature of the property that the SERP  held. The principle that ERISA preempts state law  applies where ERISA and the state law conflict  regarding the distribution of an already defined  sum. That point is what distinguishes our case  from Boggs v. Boggs, 520 U.S. 833 (1997), on  which the beneficiaries rely heavily. Boggs  concerned a Louisiana law that would have  redirected a stream of annuity payments that  ERISA designates as belonging to the surviving  spouse. The Court held that ERISA's objective  (ensuring the economic security of the surviving  spouse) preempted the state law alternative  distribution scheme. But the law at issue in  Boggs did not define the asset to be distributed,  as the SA does here. In short, the SA is a  contract between Robert and KI acting in its  capacity as a corporate issuer of stock; the SERP  is a contract between Robert and KI as plan  administrator. And it is those two different KI  capacities that allow us to reconcile the SA and  the SERP. They simply perform two different  functions.


21
Next, the beneficiaries contend that a  redemption of the KI stock in Robert's account  for $258.70 is prohibited by ERISA itself, which  requires that all exchanges between a plan and a  beneficiary be for "adequate consideration." 29  U.S.C. sec. 1108(e)(1). Consideration is adequate  if it equals "the fair market value of the asset  as determined in good faith by the trustee or  named fiduciary pursuant to the terms of the  plan." 29 U.S.C. sec. 1002(18). The beneficiaries  also point to a proposed ERISA regulation that  would require that the adequacy of the  consideration "be determined as of the date of  the transaction," 53 Fed. Reg. 17632, 17634 (May  17, 1988), and SERP sec. 6.04, which requires the  plan to use its most recent valuation  information. According to the beneficiaries,  these terms render KI's proposed redemption price  a prohibited transaction--it is trying to  exchange stock that is worth roughly $1000 for a  paltry $258.70. KI counters by arguing that  because of the repurchase option in the SA, the  beneficiaries are in fact getting fair market  value for the particular KI stock held in  Robert's directed account. Essentially, the  parties are talking about apples and oranges  here. Stock unencumbered by a repurchase option--  which became a call at the time of Robert's  death, pursuant to sec. 4.4 of the SA--is not the  same thing as stock that is so encumbered. If, as  the district court found, KI exercised its option  when the share price was $258.70, then at that  moment Robert's stock became quite different from  ordinary KI stock. From that time it would have  been stock subject to an exercised call option.  Because the fair market value of stock that  someone else has the right to purchase for  $258.70 is just $258.70 (at least as long as the  stock alone is worth more than that), there would  be no violation of the ERISA "adequate  consideration" rules for KI to pay that amount  per share (plus the interest, of course) to the  beneficiaries. All of this is to say simply that  the beneficiaries are entitled only to what the  plan provides; there can be no breach of  fiduciary duty if that is what the plan gives  them.


22
We come, then, to the central question: how do  the SERP and SA relate to one another and ERISA?  If the beneficiaries are right and the SERP  trumps the SA's repurchase option, then of course  KI cannot buy the stock back at the 1992 price.  On the other hand, if KI is right and under the  governing agreements it had a valid option that  it exercised when the share price was $258.70,  then its offer to give the beneficiaries that  amount plus interest would satisfy ERISA's  requirement that consideration be based on fair  market value. In other words, the timing of the  transaction is secondary to the validity of the  repurchase option. If there was a valid  repurchase option, and if KI exercised it, then  the value of Robert's stock was unchanged after  the option was exercised. Consequently, SERP sec.  6.04 makes no difference because 1997 price  information does not affect stock subject to a  call option that was exercised in 1992. The  beneficiaries rely on Eyler v. Commissioner of  Internal Revenue, 88 F.3d 445 (7th Cir. 1996),  but that case concerned an attempt by a taxpayer  to use out-of-date appraisals for stock whose  value floated with the market in order to  minimize liability. Obviously, if KI was supposed  to figure out the value of its stock in 1997,  1992 is a lousy place to start. But the point is  that an exercise of KI's repurchase option would  have frozen the stock value in 1992. In essence,  although Robert (or his estate) would still have  been the owner of record, KI would have assumed  the risk of loss and opportunity for gain. Robert  and his beneficiaries would have been left with  a guarantee of a fixed amount of cash (a fine  thing in a declining market; much less attractive  in boom times). In our view, the language of the  SA plainly creates the kind of option we are  discussing: to repeat, it says that upon the  death of the employee-shareholder and upon  written notice from KI, KI "shall have the option  to redeem all (but not less than all) of the  stock of KI."

C.

23
The only remaining issue is whether KI actually  exercised its option to repurchase Robert's  shares at the $258.70 price. While the option is  valid for the reasons we have discussed, that  does not mean that it is mandatory. KI could very  well have decided to let the beneficiaries keep  the stock. Only if it exercised the option when  the price was $258.70 is it entitled to judgment.  Although this point was occasionally subsumed in  their discussions of the intricacies of ERISA,  the parties hotly disputed the issue in their  submissions to the district court and again at  oral argument here. The district court indicated  that it found that KI had in fact exercised its  option, but it did not discuss its reasoning. If  this was intended as a formal finding of fact, we  find it unsupported by the record thus far; if it  was a comment in passing, we conclude that the  issue is so central that it must be considered  and the conclusion must be explained.


24
As things stand, whether the option was  exercised is anything but clear. The June 10,  1992 letter talks about an intent to exercise the  option, but concludes by saying that the company  will take action at some later time. The contract  is silent with respect to what is required for  the exercise of the option. The beneficiaries  maintain that notice by registered mail is  required, but the SA says only that such notice  is per se sufficient, not that it is mandatory.  (Maybe registered mail is meant to be the  exclusive means of notice, but the SA does not on  its face compel this conclusion.) The  beneficiaries also say that KI did not exercise  the option because if it had, it would have  closed the transaction within 90 days. That, too,  may be helpful evidence, but it is not decisive.  KI counters by saying that it was Julie's breach  of her contractual obligations (as the  representative of Robert's estate) to "cause the  shares to be sold" that led to the substantial  delay.


25
Under the circumstances, we regretfully conclude  that nothing but a remand will do. Since the SA  is silent regarding what specific steps are  required for KI to exercise its repurchase option  under sec. 4.4, perhaps the parties will try to  use extrinsic evidence to clarify how and when an  option is exercised. See, e.g., Rosetto v. Pabst  Brewing Co., 217 F.3d 539 (7th Cir.2000). Also, the parties' conduct or prior  understanding might yield some insight into  whether KI's actions sufficed to exercise its  option. KI did send the required notice of intent  to redeem, but then sat on its hands for several  years. It believed that the Wisconsin court's ex  parte order barred it from completing the sale.  That position is odd, however, as both the court  order and Olson's letter indicate only that the  proceeds of Robert's account could not be  distributed. We cannot see any reason why the  stock could not have been redeemed and the cash  placed in escrow while the beneficiaries figured  out their respective shares. Indeed, even the  beneficiaries' counsel conceded at oral argument  that this would have been quite a different case  if KI had done that. (Indeed, maybe this case  would never have materialized at all, and  everyone would have gone about his or her  business from 1996 forward.) On the facts as they  appear in the record, it is unclear whether KI  actually exercised its option under the SA to  repurchase Robert's shares after his death. If  the court finds on remand that it did exercise  its option, then KI may finally end this  litigation by tendering the $258.70 per share,  plus interest, to the beneficiaries according to  the formula the Wisconsin courts have  established. If it did not, then its failure to  do so within the 90 days provided by the SA means  that it may now redeem the stock only by paying  the value of the stock as of the time when it  definitively informed the beneficiaries that it  wished to redeem.

III

26
For the foregoing reasons, the judgment of the  district court is Reversed and the case Remanded for  further proceedings consistent with this opinion.  Each party shall bear its own costs on appeal.

