Charles T. McCord, Jr. and Mary S. McCord, Donors - Page 67

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          reference to a series of studies undertaken by Shannon Pratt,               
          Chairman of Willamette Management Associates, Inc., a national              
          business valuation firm (the Willamette studies).  Without                  
          explaining the basis of his testimony, Mr. Frazier’s opinion is:            
          “[T]he evidence from the Willamette study was quite compelling              
          and offered strong support for the hypothesis that the fair                 
          market values of minority interests in privately held companies             
          were and should be greatly discounted from their publicly-traded            
          counterparts.”                                                              
               By contrast, in his rebuttal testimony, Dr. Bajaj offers a             
          compelling criticism of both the Willamette studies and another             
          series of studies undertaken by John D. Emory, vice president of            
          appraisal services at Robert W. Baird and Co., a regional                   
          investment banking firm.33  He concludes that the latest study              
          conducted by Mr. Emory is biased because it does not adequately             
          take into account the highest sale prices in pre-IPO                        
          transactions, and he criticizes the Willamette studies for not              
          disclosing enough data to reveal whether they suffer from a                 
          similar bias.  Dr. Bajaj has convinced us to reject as unreliable           
          Mr. Frazier’s opinion to the extent it is based on the IPO                  
          approach.  We shall proceed to consider Mr. Frazier’s restricted            
          stock analysis and Dr. Bajaj’s private placement analysis.                  


               33  Mr. Frazier relied on Mr. Emory’s studies in the 1996              
          HFBE appraisal report but makes no mention of those studies in              
          either his direct testimony or his rebuttal testimony.                      





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