Milstein’s father, a product of the Great Depression, harbored a cautious, defensive attitude toward business that made him hesitant to gamble on untried tactics. When Milstein’s wife stepped in and offered a hoard of her earnings, which she had squirreled away as a school librarian, her father-in-law asked: "What do you want to take this risk for?" Milstein recalls. "My father was a very experienced businessman, had made it all through the Depression, and he thought it was a bad risk. She said, ‘I’ll take my chances with you. If you don’t do it, you’ll regret it all your life.’"

By 1983, Burlington Coat Factory had grown to 28 stores and went public. The family maintained 63 percent ownership, and two of Milstein’s three sons, Andrew and Stephen, eventually took management positions. The retailer expanded to 363 stores in 42 states with $3.2 billion in sales in 2005. But as Milstein entered his late 70s, he knew his success couldn’t buy immortality—or a tax shelter for his scions. "The fear always was, upon death, the huge estate tax they would have to pay would be a pressure on us," he says. "We bought some life insurance, but it was never enough."

Ironically, Burlington Coat Factory was at the peak of its power, beating larger competitors by offering similar clothing at lower prices. Milstein recalls that the first time a Wal-Mart moved adjacent to one of his outlets, his store doubled its sales in two years because of the increased traffic.

But the estate-tax threat was daunting; Milstein feared it would force his sons to sell the company he had spent 34 years building. To preempt this fate, he chose to liquidate on his own terms. "If we were going to have to break it up, this would be the time to do it. The federal capital gains tax was down to 15 percent," he says. "The equity firms were paying higher prices and I had moved to Florida, which has no state taxes."

The decision didn’t sit well with his children. "They were upset at first. They didn’t want to sell," Milstein says. "They said they could understand my feelings, but they were too young to retire. For me it was easier."

Andrew, now 54, was working as the company’s executive vice president and executive merchandise manager when his father voiced his intentions. He had joined Burlington in 1989, leaving his position as a partner with the law firm of Phillips Nizer. At the time, he admits to having mixed feelings, and perceived the sale as being prompted less by estate-tax issues and more about getting a good price.

Burlington Coat Factory then hired Goldman Sachs to search for suitors. In 2006, the stock was trading between $17 and $21 per share, having split four times since its IPO. Milstein, however, refused to sell for less than $45 per share. "When it was at $20, we weren’t sure we could get $40. It was a dream," he recalls. "We felt the price we’d probably get would be around $30. But the market developed that year, our stock started to move up and it . . . looked like a possibility." He must also have been watching as other retailers—Neiman Marcus, Toys "R" Us, May Department Stores and Sears—were snapped up for billions.

Goldman invested months studying Burlington, preparing the book and discussing it with 40 potential buyers, Andrew recalls, before informing the family that their price of at least $45 per share was excessive. "Goldman said to my sons, ‘The stock is jumping up because of speculation, but it doesn’t mean we’re going to get a premium over the price the market is at.’" (Goldman Sachs declined Worth’s request for comment.)