Nathan P. and Geraldine V. Morton - Page 29

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             return is generally required for venture capitalists or                  
             is specific to an investment in SWI.  Mr. Conklin                        
             believed that a 35-percent rate of return was necessary                  
             not only to justify the high degree of risk involved in                  
             Dubin Clark's investment in SWI, but also to allow Dubin                 
             Clark to make an overall profit despite the failure of                   
             other ventures.                                                          
                  After calculating the present value of SWI's "debt-                 
             free residual cash flow" for each year, Mr. Conklin                      
             reduced the sum of these values by the book value of debt                
             outstanding in 1989 to arrive at the "fair market value                  
             of equity, enterprise basis."  Finally, Mr. Conklin                      
             divided this figure by the total number of shares                        
             outstanding to reach the price per share.  Mr. Conklin                   
             computed this value assuming 6 percent, 7 percent, and 8                 
             percent "terminal growth rates".  This produced per share                
             values of ($72.38), $100.14, and $285.43, respectively.                  
             Mr. Conklin then reduced these figures to reflect a                      
             "minority and marketability discount" of 50 percent,                     
             which he based on the Mergerstat Review 1989.  This                      
             produced a range of values of ($36.19), $50.07, and                      
             $142.72 per share.  Based on this range, Mr. Conklin                     
             concluded that the fair market value of SWI stock as of                  
             June 30, 1989, was $55 per share.                                        






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