BTR Dunlop Holdings, Inc. - Page 29




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               Gooch adjusted Schlegel UK royalties, central management               
          overhead, and additional charges before applying the multiples to           
          Schlegel UK operating results.  He gave more weight to the                  
          results from the EBITDA and EBIT multiples because he considered            
          them to be more stable.  He then applied a control premium to the           
          results of the market multiple comparison to take into                      
          consideration synergies of a potential buyer, arriving at a value           
          of $23,870,000.  Gooch concluded that the stand-alone value of              
          Schlegel UK was $20,350,000, applying no control premium.                   
               Finally, Gooch applied an underlying asset approach to                 
          valuing Schlegel UK.  He indicated that the net working capital             
          as of June 30, 1989, was $6.82 million and that fixed assets had            
          a book value of approximately $10.85 million.  At the end of                
          1989, fixed assets were written up to $19.84 million.  After                
          adjustments for debt and timing issues, Gooch estimated that the            
          value was more likely to be restated to $19.22 million.  In view            
          of the values derived from the income and market approaches,                
          Gooch stated that the liquidation value was a less reliable                 
          indicator because the other approaches seemed to produce higher             
          values.  Gooch gave equal weight to the synergistic and stand-              
          alone values from the various approaches set forth above,                   
          concluding that the fair market value of Schlegel UK was                    
          $21.7 million.                                                              







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