Estate of Frank A. Branson - Page 21




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               In applying this method, Gasiorowski first selected eight              
          publicly traded banks with overall characteristics similar to               
          Savings as "guideline companies".  He then compared the guideline           
          companies' operating results and financial positions from 1986              
          through the third quarter of 1991 with Savings' operating results           
          and financial positions for the same time period.  On the basis             
          of this comparative analysis, Gasiorowski selected certain                  
          financial ratios to value the Savings shares.  Giving equal                 
          weight to the price-to-earnings ratios, the price-to-book ratios,           
          and the price-to-dividend ratios, Gasiorowski concluded that the            
          "marketable minority value" of the Savings stock was $295 per               
          share, before considering a discount for lack of marketability.             
          The marketable minority value is Gasiorowski's "best estimate of            
          what the Savings Bank stock might sell for if it were publicly              
          traded."                                                                    
               The income method values an asset based upon the present               
          value of its future economic benefits.  To estimate the value of            
          the Savings shares with this method, Gasiorowski interviewed                
          Savings' management concerning the bank's future, and obtained              
          its 1992 budget.  Gasiorowski developed the discount rate used to           
          calculate the present value of Savings' 1992 estimated net income           
          by reducing the rate of return that he thought an equity investor           
          in Savings would require by 4 percent, his estimate of Savings'             
          long-term growth rate.  Using this method, Gasiorowski concluded            





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