Exhibit (c)(6)
|
McDonald Investments
Presentation For:
PROJECT KEYSTONE
November 8, 2002
Presentation Objectives |
• What should be considered in evaluating an offering price?
• Timing
• Strategy discussion
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Page 2
|
What Should Be Considered In Evaluating An Offering Price?
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Page 3
Keystone - Share Price/Volume Chart |
As of 12:00 MST
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Page 4
Keystone Last 10 Trading Days |
As of 12:00 MST
|
Page 5
Control Premium Studies |
• Control premium study
— January 1, 1992 to November 5, 2002
— All public acquisitions
— 4,158 completed transactions
|
| Median |
|
|
| Control |
|
|
| Premium |
|
1992 |
| 34.7 | % |
1993 |
| 33.0 | % |
1994 |
| 35.0 | % |
1995 |
| 29.2 | % |
1996 |
| 27.3 | % |
1997 |
| 27.5 | % |
1998 |
| 30.1 | % |
1999 |
| 34.6 | % |
2000 |
| 41.1 | % |
2001 |
| 40.5 | % |
10 Year Average |
| 33.3 | % |
|
|
|
|
2002 YTD |
| 32.1 | % |
Source: MergerStat
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Page 6
Control Premium Studies - Tender Offerings |
• Control premium studies
— January 1, 2002 to November 5, 2002
— All tender offer acquisitions
|
| Deal Value >= $100 Million |
| ||
|
| All Share Prices |
| Share Price >= $5.00 |
|
Median Control Premium |
| 23.5% |
| 21.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deal Value Between $100 Million And $300 Million |
| ||
|
| All Share Prices |
| Share Price >= $5.00 |
|
Median Control Premium |
| 31.5% |
| 26.5% |
|
Source: MergerStat
|
Page 7
Control Premium Studies |
Both >$100M and $100-$300M assume share prices above $5.00
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Page 8
Implied Price Per Share Range |
|
|
|
| Low |
|
| ||
|
| Price |
| Premium |
| Offer Price | ||
Current Stock Price (1) |
| $ | 15.48 |
| 21.7 | % | $ | 18.84 |
5 Day Average (2) |
| $ | 15.97 |
| 21.7 | % | $ | 19.43 |
10 Day Average (2) |
| $ | 15.62 |
| 21.7 | % | $ | 19.01 |
30 Day Average (2) |
| $ | 14.94 |
| 21.7 | % | $ | 18.18 |
|
|
|
| High |
|
| ||
|
| Price |
| Premium |
| Offer Price | ||
Current Stock Price (1) |
| $ | 15.48 |
| 33.3 | % | $ | 20.63 |
5 Day Average (2) |
| $ | 15.97 |
| 33.3 | % | $ | 21.29 |
10 Day Average (2) |
| $ | 15.62 |
| 33.3 | % | $ | 20.82 |
30 Day Average (2) |
| $ | 14.94 |
| 33.3 | % | $ | 19.92 |
(1) As of 12:00 MST
(2) Averages ending 11/7/2002
|
Page 9
Other Offer Considerations |
• Offers liquidity to all public shareholders at negotiated price
• Capital gains treatment to selling shareholders
• Control premium to public shareholders
• Full value to shareholders
• Expected returns above status quo
• Family is currently taking greater risk for less reward
• Secures ownership and heritage of business
• Eliminates cost of being public
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Page 10
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Timing
|
Page 11
Timing |
• Final decision from trust needed prior to Keystone’s Board of Directors meeting on November 11 in Fremont California
• If transaction is recommended
— Offer letter
— Press release
— Present offer at November 11 Board meeting
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Page 12
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Strategy Discussion
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Page 13
Strategy Discussion |
• Present tender offer to Keystone’s Board of independent directors on November 11
• Negotiate tender offer and merger agreement with independent Board of Directors and Keystone’s advisors
— Request Board response by November 26
• Launch tender offer immediately following Board approval
— Have Board recommend transaction to shareholders
• Close transaction in January
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Page 14
|
McDonald Investments
Presentation For:
PROJECT KEYSTONE
November 8, 2002