John E. Wall - Page 48



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          several more serious problems with Mr. Schroeder’s income-based             
          approach.  For all these reasons, we conclude that Mr.                      
          Schroeder’s income-based analysis, like Ms. Walker’s, is entitled           
          to little weight.                                                           
               Conclusion                                                             
               Ms. Walker’s market-based appraisal of the Demco nonvoting             
          common stock was $211.20 per share; Mr. Schroeder’s market-based            
          appraisal was $303.03 per share.  For the reasons set forth                 
          above, Ms. Walker’s market-based appraisal significantly                    
          understated Demco’s value.  As we have explained, treating the              
          media note as a nonoperating asset would have increased Ms.                 
          Walker’s market-based values by approximately $35 per share, even           
          after applying the 25-percent minority discount Ms. Walker                  
          suggested.  Similarly, using the correct projections for Demco’s            
          1992 earnings would have added approximately $103 per share to              
          Ms. Walker’s forecasted earnings based valuation, while using the           
          mean multiples of the comparable companies, instead of the lower            
          multiples chosen by Ms. Walker, would have added approximately              
          $88 per share to Ms. Walker’s historical performance measures               
          based valuation.  Nevertheless, we still conclude that Mr.                  
          Schroeder’s market-based appraisal somewhat overstated Demco’s              
          value, in part because it did not apply a minority discount to              
          the media note; we also conclude that it does not deserve                   
          controlling weight because it used very few performance measures            
          and comparable companies.                                                   





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