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Enron Mail |
----- Forwarded by Richard B Sanders/HOU/ECT on 08/24/2000 01:23 PM -----
"Jean C. Frizzell" <Jfrizzell@Gibbs-Bruns.com< 08/24/2000 01:22 PM To: "Richard Sanders (E-mail)" <richard.b.sanders@enron.com< cc: Subject: FW: Appraisers' conference call results and next steps -----Original Message----- From: Rand M. Curtiss [mailto:randmcurtiss@juno.com] Sent: Thursday, August 24, 2000 10:15 AM To: barbara.rayner@ey.com; jfrizzell@gibbs-bruns.com; mtimberlake@worldnet.att.net; Scollings@gibbs-bruns.com; thill@mcfallglidden.com Subject: Appraisers' conference call results and next steps Barbara Rayner and her team, Marlene Timberlake and her team (except for Malcolm, who was unfortunately not available) and Randy teleconferenced this morning as scheduled. Here is what resulted: 1. We all think we can have values ready by Friday 8/31, but not full reports which explain how we got to them and which are in formats suitable for submission. We need perhaps another week (but not a great deal longer) to have suitable reports completed. We believe this will not be too much of a problem, based on Barbara's and Marlene's discussions with respective counsels. 2. We all appear to be missing financial statements for Beal's Town car for the year 1997. Could Scarlett see if they are available and get them to us? 3. There was minor confusion regarding Call Center as to which financial forecast should be used. There are at least three, but they are not appreciably different. Rand used the forecast accompanying the DASH. Scarlett might want to double check to see which one is appropriate, if this can be determined. Not a major issue. 3. With regard to Tim's letter of 8/16 and Scarlett's response on 8/18: A. None of us were influenced in any way by the Enron valuation numbers submitted along with the Enron materials. We are each preparing an independent opinion. B. On the Call Center interest, we will all address the issue of the warrants: Rand pointed out that the warrants did not all vest immediately, and that the 95.58% ownership assumption would incorrectly reflect this. I believe we all agreed that 82.3% is the proper ownership interest as of 9/5/99, subject to revisiting the issue independently. C. Everyone is treating Cynet as a separate item. We all agree that there is a legal issue as to whether an investment was made as of the valuation date. That is not an appraisal issue. D. On the final accounting and the formula calculations, we would all like the attorneys to explain to us exactly how these are to be treated. Rand in particular is unclear as to how the final calculation should be done. We can discuss this at our Monday conference call, which Rand will set up (through AT&T: they will call each of us) at 2:00 P.M. eastern time, 1:00 Dallas. 4. We were unanimous in deciding that now is not the right time to share results for several reasons: A. We do not want to do anything that would contravene the Partnership Agreement which might cause all of our good work (editorial comment!) to be tossed out. B. Sharing of "numbers only" results without final reports giving their rationales is useless. C. If we were to share "everything but the conclusions" now, we might waste a great deal of time and money on minutiae, irrelevant things, or arguments about issues on which appraisers can have legitimate differences of opinion. We propose instead the following: A. We will each prepare reports and submit them as soon as possible (relative to the 8/31 goal) as planned. We will each submit full reports that detail how we developed our conclusions, as well as what they are. B. Counsels can then decide what they would like to do. If they wish to accept our reports and proceed, we are done. If counsels agree alternatively that they would like the appraisers to exchange reports, we are equally amenable to that. Each of us could then read the other reports and (assuming counsels authorize this) reconsider our own conclusions and revise them (if warranted) and/or comment on the others in a constructive manner. Again, we do not want to do anything that would jeopardize the validity of what we have accomplished so far, but we all want to cooperate to get this matter resolved. I will talk with you all on Monday afternoon. Rand M. Curtiss, FIBA, MCBA, ASA, ASA Loveman-Curtiss e-Values Your Business Vox 216-831-1795 Fax 216-292-6887 www.curtiss.com www.businessval.com Headquarters of the American Business Appraisers National Network
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