Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 38

                                                -125-                                                   
            C.P.A. and senior vice president of finance at Century when it                              
            purchased PMS.  Ross, Transcr. at 1166.  In 1974, Ross became                               
            president of Century Corp.  Id. at 1165.  According to Ross, it                             
            was customary in the industry to base the purchase price of a                               
            service corporation such as PMS on a multiple of the firm’s                                 
            pretax income.  Id. at 1172-1173.                                                           
                  Originally, PMS’s property management business was almost                             
            all in Texas, principally Houston and Dallas.  PMS typically                                
            managed office buildings and other commercial real estate owned                             
            by others under property management contracts on a month-to-month                           
            basis.  As of the time of PMS’s 1974 acquisition by Century,                                
            although Prudential was perhaps PMS’s biggest customer, PMS                                 
            managed a relatively small number of Prudential’s commercial real                           
            properties.  Shortly after Century acquired PMS, Schnitzer                                  
            attempted to expand substantially the size of PMS’s property                                
            management business, as PMS typically earned only a relatively                              
            modest profit margin on its individual property management                                  
            contracts.  Schnitzer felt that the only way to increase PMS’s                              
            profits was having a large volume of such management contracts.                             
                  To that end, in 1974, Schnitzer approached Ballard (who                               
            Schnitzer had previously dealt with in developing office                                    
            buildings in Houston, Texas) and offered to have Century give                               
            Prudential a 50-percent stock interest in PMS.  Although                                    





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