Estate of Helen J. Smith, Deceased, Frederic L. Foill II and Cassandra F. Vallery, Co-Executors - Page 37




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          banks was 13.7, and the average P/E ratio of the 10 Ohio-based              
          banks was 15.1.  Mr. Haywood chose to apply the higher P/E ratio            
          of 15.1 to FNBW, in part because the underlying banking                     
          organizations were based in Ohio and in part because Mr. Haywood            
          believed that FNBW had a strong capital position and consistent             
          growth in earnings and dividends.23   Applying the P/E ratio of             
          15.1 to FNBW’s 1992 earnings of $1,423,000 resulted in a price              
          per share for FNBW of $214.87.                                              
                    Weighting the Results                                             
               Mr. Haywood felt that earnings deserved greater weight                 
          because of the strong earnings and dividend performance of FNBW.            
          Thus, he gave 60 percent of the total weight to his earnings-               
          based value of $214.87 per share and 40 percent to his asset-               
          based value of $120.81 per share, for a value of $177.25.                   
                    Lack of Marketability Discount                                    
               Mr. Haywood applied a 10-percent lack of marketability                 
          discount,24 calculated as follows:  After calculating his pre-              
          discount value for FNBW of $177.25, he estimated the lowest price           
          at which the current shareholders of FNBW would be willing to               
          sell their stock.  He believed a shareholder would accept                   
          approximately $160 per share.  This was roughly equal to a                  


               23 In comparison, Mr. Hitt used a P/E ratio of 14, and Mr.             
          Egan used a P/E ratio of 11.1.                                              
               24 Mr. Hitt’s lack of marketability discount was 45 percent,           
          and Mr. Egan’s was 35 percent.                                              





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