Estate of Frank A. Branson - Page 34




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          value of the cash-flow from the stock sales and dividends using             
          9.5 percent as a discount factor.                                           
               Using this piecemeal sales method, Spiro concluded that the            
          "implied price per share" was $308.  This amount represents an              
          illiquid minority value and requires no further adjustment.                 
               To value the shares by the income method, Spiro capitalized            
          Savings' 1992 pro forma cash-flow.  To make this determination,             
          Spiro made certain assumptions regarding Savings' 1992 net                  
          interest income, provision for loan losses, other operating                 
          income and expenses, income taxes, and additions to equity                  
          capital.  Spiro developed the discount rate he used to calculate            
          the present value of the estimated cash-flow by reducing the rate           
          of return that he thought an equity investor in Savings would               
          require by 7 percent, his estimate of Savings' long-term growth             
          rate.                                                                       
               Using this method, Spiro concluded that the minority value             
          of the stock was $331 per share, before considering a liquidity             
          discount.  After applying the 20-percent liquidity discount,                
          Spiro concluded that the fair market value of the stock was $266            
          per share.                                                                  
               To reconcile the results of the different methods, Spiro               
          calculated the weighted average of the different values.  Spiro             
          assigned the results of the piecemeal sales method 40 percent of            
          the total, the market method 35 percent, and the income method 25           





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