Estate of Frank M. DiSanto, Deceased, Roxanne DiSanto Tinnell, Byrnadette DiSanto, and Frank DiSanto, Coexecutors - Page 15




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               MPI concluded that each share in Mr. DiSanto’s estate had a            
          fair market value of $23.50 when he died.  Spiro testified that,            
          generally, MPI’s valuation method was reasonable.                           
               Petitioners contend that none of their experts considered              
          factors such as business trends, MD&F's financial position,                 
          MD&F's management, the death of Mr. DiSanto, a potential increase           
          in water rates, and pending litigation.  We disagree.  MPI                  
          considered these items except for the proposed increases in water           
          costs and pending litigation.  Petitioners offered no evidence              
          showing whether or to what extent the pending litigation or water           
          costs affected the value of MD&F stock.  Thus, we do not decrease           
          MPI’s estimate based on those factors.                                      
               Spiro criticized MPI for (a) not adequately justifying its             
          conclusions, (b) relying solely on a market approach to value               
          MD&F stock, (c) comparing MD&F to some companies that he believed           
          were not similar to MD&F, and (d) applying incorrect weights to             
          MD&F’s earnings.  We are not persuaded by Spiro’s criticisms.  He           
          agreed that the market approach was an appropriate method here              
          and did not apply any other method.  He did not suggest any                 
          companies which he believed were more comparable to MD&F than               
          those used by MPI.  MPI gave equal weight to MD&F’s earnings for            
          a 5-year average, 5-year weighted average, and latest year.                 
          Spiro gave 45 percent of the weight to the 5-year average, 45               
          percent to the 5-year weighted average, and 10 percent to MD&F’s            
          most recent year’s earnings, despite the fact that MD&F’s                   




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