Estate of James Waldo Hendrickson - Page 57




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               We also differ with Mr. Magee on his use of ratios that more            
          closely resemble the minority group data than the control group              
          data.  Inasmuch as the estate shares had effective control, we               
          think that they should be valued as a controlling, rather than               
          minority, interest.  Accordingly, we value the estate shares                 
          using the control group data.                                                
               We disagree with Mr. Fuller's optimistic assessment of                  
          Peoples' standing among comparable institutions (or the less-                
          than-comparable institutions he used).  Had we not removed the               
          excess equity in performing the guideline method, then perhaps               
          Peoples would be more attractive than its financials would                   
          otherwise suggest, due solely to the value of excess equity,                 
          which could be paid out as an extraordinary dividend.  However,              
          when using the guideline method to value Peoples' equity from                
          operations (and adding back the excess capital), we think that               
          the attractiveness of Peoples, and of the estate shares, takes a             
          dramatic nosedive.                                                           
               As an institution, Peoples was financially sound, but                   
          offered an investor little hope of meaningful growth in revenues             
          or earnings.  A number of negative factors have been discussed               
          supra, such as a limited market, limited product offerings,                  
          aggressive competitors, and outdated technology.  Peoples was                
          also hindered by its employees, who on average were at least in              
          their midfifties, and tended to resist change.  In sum, we think             
          that Peoples showed little potential to be much more than what it            




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