Estate of Frank A. Branson - Page 23




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               To narrow the range of the discount, Gasiorowski considered            
          Savings' 1991 revenues, positive earnings history, positive                 
          dividend growth history, payout ratio, and the expected long-term           
          growth rates of its earnings and dividends.  Gasiorowski                    
          concluded that these factors indicated that a discount at the               
          lower end of the range would be appropriate, before considering             
          the size of the block held by petitioner.                                   
               In considering the appropriate discount for the size of the            
          block, Gasiorowski estimated that, based on the average number of           
          shares traded in the 4 prior years, it would take petitioner more           
          than 8 years to dispose of all its shares unless it was willing             
          to sell them at a significant discount.10  Accordingly,                     
          Gasiorowski tentatively concluded that a discount of 40 to 45               
          percent should be applied to the $310 indicated value, which                
          resulted in a value of $170 to $186 per share.                              



               9(...continued)                                                        
          the eighth in the series.                                                   
               10At trial, Gasiorowski denied using the term "blockage" in            
          his report.  However, we note that in his written report,                   
          Gasiorowski opined that "it would be difficult to sell the 12,889           
          shares held by the Estate without incurring a significant                   
          discount for the sale of the entire block."  Furthermore,                   
          Gasiorowski testified that "after considering the size of the               
          block, we thought the discount for lack of marketability would be           
          in the 40 to 45 percent range."  Thus, it is evident that when              
          Gasiorowski considered the marketability of the Savings shares,             
          he considered the effect of blockage, and that his estimate of              
          the discount for lack of marketability includes a component for             
          blockage.                                                                   




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