Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 35

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          Comdisco’s credit rating but did not commit Norwest, NEFI, or RD            
          Leasing to enter into the sale-leaseback transaction involved               
               C.   Financial Projections and Appraisals                              
               CIG had a contract with Marshall & Stevens (M&S) pursuant to           
          which M&S agreed to provide appraisal reports for the computer              
          equipment in Comdisco’s portfolio.  M&S agreed to perform quarterly         
          appraisals for $1,500 per quarter and to submit to CIG reports              
          derived from these quarterly appraisals at $300 per report.  M&S            
          sent the reports to James Hastings, a CIG executive.  Mr. Hastings          
          prepared financial analyses (including the modeling of the                  
          economics of transactions CIG proposed), handled various accounting         
          issues, and worked with appraisers.                                         
               When the sale-leaseback transaction involved herein was                
          proposed, Mr. Hastings used the M&S report to interpolate the               
          values stated therein to arrive at values relevant to the specific          
          dates in the proposed transaction.  He then presented these                 
          interpolated numbers to Greg Barwick, one of M&S’s appraisers.8             
               CIG had a letter, dated September 25, 1993, delivered by               
          messenger to Ms. Grossman, as well as Messrs. Beadie and Steffen.           
          That letter included red-lined drafts of the documents for the              

               8    Mr. Hastings prepared an equipment schedule with                  
          current and projected residual values to verify that the numbers            
          were still “in force as of the date of the transaction in case              
          the transaction date fell between a couple of quarters”.  Mr.               
          Barwick used Mr. Hastings’ equipment schedule to write his                  
          appraisal report.                                                           

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