John E. Wall - Page 41




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          therefore understated Demco’s earning power and value.  In fact,            
          Ms. Walker testified that under her analysis, Demco’s ownership             
          of the media note–-a $1,080,000 face amount, fully                          
          collateralized, interest bearing asset--did not materially                  
          increase the value of the Demco stock.  By contrast, the                    
          nonoperating asset method used by Mr. Schroeder took the value of           
          the media note into account, by adding it to the guideline value            
          based on his performance measures, and we believe it is                     
          preferable to Ms. Walker’s approach in that respect.                        
               In her testimony, Ms. Walker admitted that Mr. Schroeder’s             
          treatment of the media note was a reasonable approach.  However,            
          Ms. Walker also stated that in her opinion, a minority discount             
          should be applied to the value of the media note under that                 
          approach, because a minority stockholder could not require                  
          liquidation of Demco and thus could not realize the note’s full             
          value.                                                                      
               We agree with Ms. Walker on this point.  We conclude that              
          although Mr. Schroeder’s treatment of the media note is                     
          preferable because it recognizes the note’s value, it somewhat              
          overstates that value to a minority stockholder.  However, even             
          if the 25-percent minority discount Ms. Walker proposed at trial            
          were applied to the value of the media note, in addition to her             
          40-percent lack of marketability and 5-percent nonvoting stock              







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