John E. Wall - Page 45




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          have been approximately $300 per share, approximately $88 per               
          share higher than the historical performance measures value in              
          Ms. Walker’s original report.24                                             
               We have similar concerns with Ms. Walker’s choice of                   
          multiples in her forecasted earnings approach.  Ms. Walker’s                
          original report discussed the forecasted earnings multiples of              
          only two of the seven comparable companies.  Moreover, the                  
          multiples Ms. Walker used were lower than even those two                    
          companies’ multiples; the stated reason for this was that Demco             
          was predicting higher earnings growth.                                      
               Mr. Schroeder’s Guideline Company Approach                             
               Notwithstanding the foregoing criticisms of Ms. Walker’s               
          guideline company approach, we do not believe Mr. Schroeder’s               
          guideline public company approach deserves controlling weight.              
          As noted above, Ms. Walker’s guideline analysis was thorough and            
          well explained; it is still entitled to some weight.  In                    
          addition, Mr. Schroeder’s approach somewhat overstates the media            
          note’s effect on value, because it does not apply a minority                
          discount.  We also accept Ms. Walker’s criticism that it would              
          have been preferable if Mr. Schroeder had used more than three              
          guideline companies.  Moreover, we note that Mr. Schroeder used             

               24 The statement in the text assumes that each performance             
          measure is equally weighted.  Ms. Walker stated that she gave the           
          earnings-based measures greater weight, but we are unable to                
          determine the weighting she used.                                           





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