Estate of Frank M. DiSanto, Deceased, Roxanne DiSanto Tinnell, Byrnadette DiSanto, and Frank DiSanto, Coexecutors - Page 11




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          DiSanto and the lawsuit pending against MD&F, and (3) the                   
          potential for water rate increases.                                         
               Petitioners contend that the appraisals made by Deloitte &             
          Touche for Mr. DiSanto's estate of $4,803,728 ($25.80 per share)            
          and by MPI, its expert witness for trial, of $4,375,160 ($23.50             
          per share) were incorrect.  Petitioners contend that Deloitte &             
          Touche used earnings projections made by MD&F after Mr. DiSanto             
          died and while Deloitte & Touche prepared the appraisal of Mr.              
          DiSanto’s estate, which petitioners contend were too optimistic.            
               Petitioners contend that we should not consider the                    
          redemption price of MD&F stock in 1995 in deciding the value of             
          MD&F stock on November 26, 1992, or on June 4, 1993, because it             
          was unforeseeable in 1992 and 1993, and because Fred DiSanto paid           
          more than fair market value for the stock.                                  
               Petitioners point out that respondent's expert critiqued               
          petitioners' experts' analyses but did not appraise the shares at           
          issue.                                                                      
               Respondent contends that the fair market value of the                  
          186,177 shares of MD&F stock owned by Mr. DiSanto was $5,585,310            
          ($30 per share) on November 26, 1992.  Respondent bases this on             
          the $26.81 redemption price and MD&F’s payment of $315,000 to               
          each of the DiSanto children not to compete.  Respondent contends           
          that MD&F's 1997 bankruptcy was unforeseeable on November 26,               
          1992.  Respondent also contends that petitioners' experts used              
          guideline companies that were dissimilar to MD&F, improperly                




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