Estate of Arthur G. Scanlan, Deceased, Ruth B. Scanlan, Administratrix - Page 6

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          telecommunications industry, and (3) compared Eatel with nine                      
          publicly traded companies in the telephone or telecommunications                   
          industry.  C & A calculated ratios for price/earnings,                             
          price/cash-flow (after tax), price/revenue, and price/equity by                    
          referring to the median ratios of the minority interests of the                    
          publicly traded companies.  C & A used these median ratios to                      
          conclude that Eatel’s marketable minority value on July 16, 1991,                  
          was $52 million.  C & A chose a 35-percent marketability discount                  
          and multiplied this discount by the $52 million figure to                          
          conclude that Eatel’s "nonmarketable minority value" was $33.8                     
          million; i.e., $35.20 per share for Eatel's outstanding shares on                  
          July 16, 1991.                                                                     
                In September 1992, Eatel’s board of directors solicited                      
          offers to purchase all of Eatel’s stock or assets.  By letter                      
          dated January 12, 1993, MDJ Communications, Inc., offered to buy                   
          all of Eatel’s stock for $65 million.  By letter dated                             
          January 13, 1993, Telephone and Data Systems, Inc., offered to                     
          buy all of Eatel’s stock for $48.2 million, “plus the assumption                   
          of the existing indebtedness” (which was at least $25,547,938 on                   
          December 31, 1992).  By letter dated January 15, 1993, Century                     
          Telephone Enterprises, Inc., offered to buy all of Eatel’s stock                   
          for $65-75 million.  By letter dated March 26, 1993, Brighton                      
          Communications Corp. (Brighton), offered to buy all of Eatel’s                     
          stock for $72.5 million; i.e., $75.1555 per share.                                 






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