John E. Wall - Page 21




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          prices of the guideline companies, in order to determine the                
          multiples of the performance measures at which the public stock             
          markets valued the total invested capital of the guideline                  
          companies.  Applying these multiples to Demco’s performance                 
          measures, and giving greater weight to the indicated values                 
          developed from the earnings based measures, Ms. Walker determined           
          that the publicly traded equivalent value of Demco’s total                  
          invested capital, as of December 31, 1991, was $10,550,000.13               
          Ms. Walker then subtracted the book value of Demco’s debt                   
          ($5,636,000) from this amount, to conclude that the indicated               
          fair market value of Demco’s equity (before applying any                    
          discounts) was $4,914,000.                                                  
               Because the guideline public company method determines value           
          by reference to the trading prices of minority interests, Ms.               
          Walker did not apply a minority discount to her indicated value             
          of Demco’s equity.  However, on the basis of several studies                


               12(...continued)                                                       
          Banta Corp.; Educational Development Corp.; Kleer-Vu Industries,            
          Inc.; Library Bureau, Inc.; Stuart Hall Co., Inc.; and United               
          Stationers, Inc.                                                            
               13 Although Ms. Walker’s reports appraised the value of                
          Demco stock as of Dec. 31, 1991, the day before the date of the             
          gifts, the parties have not suggested and nothing in the record             
          suggests that Ms. Walker’s opinion would be any different with              
          respect to the stock’s value as of the date of the gifts.  For              
          convenience, we hereinafter discuss Ms. Walker’s reports and                
          opinions as though they referred to fair market value as of the             
          date of the gifts rather than the day before.                               





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