Free Statement - District Court of Delaware - Delaware

Case 1:04-cv-00593-GMS

Document 44

Filed 08/15/2005

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE In re INACOM CORP., et al., Debtors. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

INACOM CORP., on behalf of all affiliated Debtors, Plaintiffs, v. INGRAM ENTERTAINMENT INC., as successor in interest to NASHVILLE COMPUTER LIQUIDATORS, L.P., Defendant.

Civil Action No. 04-593 (GMS)

DEFENDANT INGRAM ENTERTAINMENT INC.'S PROPOSED STATEMENTS OF EXPERT WITNESS QUALIFICATIONS Defendant Ingram Entertainment Inc. respectfully submits these Proposed Statements of Expert Witness Qualifications to be read to the jury by the Court prior to the expert witnesses' respective testimony: /// /// ///

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Case 1:04-cv-00593-GMS

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1. JASON F. FENSTERSTOCK: DEFENDANT'S EXPERT ON DCF VALUATION, ENTERPRISE VALUATION, BALANCE SHEET REVIEW AND VALUATION, AND BENCHMARKING FOR SOLVENCY PURPOSES Jason F. Fensterstock graduated Cum Laude with a degree in Economics/Government from Bowdoin College in Brunswick, Maine in 1975. He holds a graduate degree in Finance/Accounting from Columbia University Graduate School of Business in New York, New York. While attending Columbia University he was a member of the Beta Gamma Sigma honor society and graduated with Dean's List honors. He also holds a law degree from Columbia University and was the President of the Columbia chapter of the Phi Delta Phi legal honor society. Beginning in 1996, Mr. Fensterstock was a member of Sasco Hill Advisors, Inc. His responsibilities include financial restructuring and related activities. Between 2004 and 2005, he worked at Duff & Phelps, LLC as a Restructuring Services Team Leader and Managing Director. In May 2005, Mr. Fensterstock joined Alix Partners, L.L.C. Between 1987 and 1996, he worked at Dillon, Read & Co. Inc. During this time he was the Senior Vice President--Corporate Finance: Financial Restructuring Group (1988-96) and Senior Vice President-Corporate Finance: Arbitrage Fund where he was responsible for investing in distressed companies. From 1986 to 1987, he was the Vice President--Corporate Finance: Financial Restructuring Group at Shearson Lehman Brothers Inc. While there his responsibilities included the representation of both debtors and creditors, domestic and foreign, in out-of-court restructurings and exchange offers and in Chapter 11 bankruptcy reorganizations. From 1982 to 1986 he was an associate in the corporate reorganization (Bankruptcy) and bank finance sections at Shearman & Sterling. While there, his responsibilities included representation of both debtors and creditors, domestic and foreign, in out-of-court restructurings and in Chapter 11 bankruptcy reorganizations. From 1980 to 1982 he was an associate in the business reorganization (Bankruptcy) section of the law firm of Weil, Gotshal & Manges. While there, his responsibilities included representation of both debtors and creditors in out-of-court restructurings and in court reorganizations and liquidations. Mr. Fensterstock's resume is attached hereto as Exhibit "A".

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2. RICHARD A. WHALEN:

DEFENDANT'S EXPERT ON COMPARABLE COMPANIES AND COMPARABLE TRANSACTIONS FOR SOLVENCY PURPOSES

Mr. Whalen has over thirteen years of experience in the identification, valuation, and determination of the remaining life of intangible assets, including most customer, marketing, contract and technology related intangible assets. He has extensive experience in the estimation of royalty rates for and the valuations of certain forms of intellectual property, namely trade names and trademarks, proprietary processes, formulas and technology and the like. He has performed valuations of intellectual property and marketing-based intangible assets for a variety of purposes, including litigation, joint venture consulting, and allocation of purchase price. Mr. Whalen also has over thirteen years of experience in valuing business enterprises. Mr. Whalen has performed numerous purchase price allocations and business valuations for acquisitions of companies and has experience with SEC expectations and procedures regarding purchase price allocations and concerning the valuation of intellectual property. Mr. Whalen is well versed with current FAS 141 and 142 statements regarding business combinations and impairment testing. Mr. Whalen holds a BBA in Finance and Accounting from the University of Notre Dame (1986) and an MBA in Finance and Statistics from the University of Chicago (1990). Mr. Whalen is a former two term Alderman for the City of Park Ridge and is presently serving on the Board of Directors of the Economic Development Corporation of Park Ridge. He is an internal and external speaker on various valuation subjects, including the valuation of intellectual property. Mr. Richard A. Whalen has worked at Duff & Phelps, L.L.C. as a Managing Director of the Valuation Group since 2001. In this time he has been actively involved in the selling, managing and production of a variety of valuation related projects for publicly and privately held companies. He has concentrated in the valuation of intellectual property for litigation, donation, and planning purposes as well as purchase price allocations, including valuations of intangible assets and regulatory compliance as it relates to these types of valuation engagements. Prior to this, Mr. Whalen worked at PricewaterhouseCoopers, L.L.P. from 1990 to 2001, where he was the Director of the Corporate Value Consulting Group. During this time he was engaged in all phases of valuation consulting including estimating value for mergers and acquisition, tax and financial reporting purposes, fairness opinions, restructuring, litigation and donation. He also obtained specialization in allocations of purchase price and valuation of intangible assets, with a focus on the financial services industry. He also developed curriculum and taught classes in purchase price allocations, valuations of intellectual property and other intangible assets and valuations of businesses. Prior to this, Mr. Whalen worked at Horizon Federal Savings Bank from 1986 to 1989 as an Analyst in the Direct Investment Group. While there, he assisted in and managed accounting and finance projects associated with the Bank's real estate development endeavors. He also worked with general contractors in partnership with Bank. -3-

Case 1:04-cv-00593-GMS

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Mr. Whalen's resume is attached hereto as Exhibit "B".

DATED: August 15, 2005 By: /s/ Thomas G. Macauley________ Thomas G. Macauley (ID No. 3411) ZUCKERMAN SPAEDER LLP 919 Market Street, Suite 990 P.O. Box 1028 Wilmington, Delaware 19899-1028 Tel.: (302) 427-0400 Fax: (302) 427-8242 -andJonathan P. Hersey (CA Bar No. 189240) Scott B. Lieberman (CA Bar No. 208764) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 650 Town Center Drive, 4th Floor Costa Mesa, CA 92626 Telephone: (714) 513-5100 Facsimile: (714) 513-5130 Attorneys for Defendant INGRAM ENTERTAINMENT INC., as successor in interest to NASHVILLE COMPUTER LIQUIDATORS, L.P.
W02-OC:3JPH1\41400667.1

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