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Information about the valuations was provided to A. Gelabert in
letters dated March 1987. The letters also stated:
We define fair market value as the price at which
property is exchanged between a willing buyer and a
willing seller, neither being under compulsion to act
and both having reasonable knowledge of relevant facts
and market conditions. Our estimate of fair market
value does not reflect synergies and efficiencies that
a specific buyer may contribute.
In a November 16, 1987, letter, C&L advised A. Gelabert that the
fair market value of MANV as of September 30, 1987, had increased
to $14 million. C&L valued MANV goodwill as of September 30,
1987, at $13,696,767. The companies that C&L used as comparables
in its valuation included TGI Friday’s, Inc.; International
King’s Table; Jerrico; and Vicorp.
MSI was incorporated in Florida by Allen on January 20,
1987. MDT was incorporated in California on or about August 3,
1987. MSI and MDT were going to be the U.S. operating companies
as required by the C&L plan for a three-tier corporate structure
for the Medieval Times companies.
MABV and Medieval Times, B.V. (MTBV), were incorporated in
The Netherlands on September 29, 1987, and July 31, 1987,
respectively. MABV and MTBV were to be the middle tier in the
three-tier structure proposed by C&L.
Throughout 1987 and until December 12, 1988, the various C&L
offices involved in implementing the three-tier restructuring
plan corresponded with drafts of agreements, promissory notes,
and timetables in anticipation of the section 351 transfers. In
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