Estate of Ross H. Freeman, Deceased, Dennis Hersey, Executor - Page 7

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          1989, on an illiquid minority basis, was $3,530,575, or $4.94 a             
          share.  Subsequently, respondent came to realize that Spiro had             
          made a computational error, and offered a correction to Spiro’s             
          conclusion; viz, that the value of the shares was $3,004,399, or            
          $4.20 a share.                                                              
               In reaching his conclusion, Spiro relied on numerous                   
          factors, including, specifically, the following:  (1) An analysis           
          of the corporation’s operating results and financial condition;             
          (2) an analysis of the U.S. economy and the semiconductor                   
          industry; (3) a forecast of operations after the date of                    
          valuation; and (4) an investigation of the prices that investors            
          were paying for the stock of comparable publicly traded                     
          companies.                                                                  
               Spiro’s analysis of the corporation’s financial condition              
          was based primarily on his review of the corporation’s annual               
          reports and Forms 10-K and 10-Q for 1985 through 1989, an income            
          statement of the corporation for the 6-month period ending                  
          September 30, 1989, and a Form S-1, filed on April 27, 1990, in             
          connection with the corporation’s initial public offering.                  
               For the first half of 1990, revenue was $21,771,000, which,            
          if annualized, would be $43,542,000 for 1990, a 43-percent                  
          increase over 1989.  Spiro concluded, however, that, given the              
          corporation’s growth in sales, it was unlikely that there would             
          be no growth in sales during the second half of 1990.  Therefore,           
          he expected that the corporation’s growth in sales for 1990 would           




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