BTR Dunlop Holdings, Inc. - Page 25




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          price/cash-flow ratios.  He calculated these ratios using five              
          guideline companies and made adjustments similar to those made              
          under the DCF method for small company risks and company-specific           
          risks.  He arrived at the following market multiples:                       
                                        Most Recent         3-year                    
                     Multiple               Year           Average                    
                    Price/earnings      5.55            6.63                          
                   Price/cash-flow       4.24            4.73                        
               Button applied those multiples to Schlegel UK data from                
          1988, to the average of the Schlegel UK three most recent fiscal            
          years (1986-1988), and to a blend of one-half of 1988 and the               
          first half of 1989.  The results of these calculations valued               
          Schlegel UK from $14 million to $22 million.  Button then applied           
          a 16.3-percent discount for lack of marketability and a control             
          premium of 35 percent, arriving at a range of values from                   
          $16 million to $25 million.  In light of all of the information             
          and specific circumstances of Schlegel UK, Button concluded that            
          the most appropriate value under the market approach was                    
          $21 million.  Button indicated in his report that the asset                 
          valuation approach was not appropriate and that Schlegel UK                 
          should not be adjusted to take into consideration synergies.                
               Assessing the values determined under the DCF method and the           
          market multiple approach, Button concluded that both estimates              
          provided useful information in determining the value of the                 
          company, but he placed greater emphasis on the market multiple              





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