Estate of Josephine T. Thompson, Deceased, Carl T. Holst-Knudsen and the Bank of New York, Executors - Page 42

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          of May 2, 1998, TPC appeared to be well situated on the Internet,           
          and TPC’s future as to its Internet operations appeared good, if            
          not, in the words of TPC’s president, “great”.  As stated in the            
          estate’s experts’ report, as of May of 1998, TPC “appears to be             
          in a strong overall financial position when compared to the                 
          industry.  [TPC] has more liquidity, no leverage, and operates              
          more profitably than the median industry.  Based on the financial           
          analyses of [TPC], the business has less financial risk than does           
          the median company in the same industry.”                                   
               The use by the estate’s experts of a 12-percent technology-            
          related risk factor, particularly in light of their failure to              
          project any additional income to be produced from technology-               
          related expenditures, seems to us inappropriate and unjustified.            
               Supporting our conclusion that TPC’s risks relating to the             
          Internet and technology do not support a 12-percent risk factor,            
          we note that, during its 1998 fiscal year, TPC paid out cash                
          dividends to its stockholders in excess of $7 million, a                    
          significant increase over total cash dividends paid out to                  
          stockholders in prior years and inconsistent with any management            
          perception that, as of May of 1998, or in the near future, TPC              
          faced extraordinarily risky additional Internet- and technology-            
          related expenditures.                                                       
               TPC’s 1998 cash dividends, particularly in light of the                
          lower level of stockholder dividends that had been paid in prior            






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