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securities (SEC Form 4) with respect to Roger and Sybil Ferguson.
Those statements indicate that the gifts to the Church and the
R & S Foundation occurred on September 9, 1988.
Consummation of the Transaction
On September 9, 1988, Roger and Sybil Ferguson exchanged
133,334 shares of AHC stock for 100,000 shares of CDI common
stock and 20,000 shares of CDI preferred stock, and they tendered
their remaining shares in accordance with the tender offer.1 On
September 9, 1988, Michael Ferguson exchanged 33,333 shares of
AHC stock for 25,000 shares of CDI common stock and 5,000 shares
of CDI preferred stock, and he tendered his remaining shares in
accordance with the tender offer. Other members of the Ferguson
family engaged in similar transactions. The various charities
that received shares of AHC stock from petitioners tendered those
shares on September 9, 1988.
On September 12, 1988, DC Acquisition announced its
acceptance of all the tendered or guaranteed shares of AHC stock.
On September 13, 1988, DC Acquisition purchased the 6,618,329
tendered or guaranteed shares of AHC stock in exchange for $22.50
a share and became a shareholder of AHC.
As a result of DC Acquisition’s acquiring in excess of
90 percent of the stock of AHC, the merger was effected on or
1 It should be noted that some of the AHC stock owned by
petitioners Roger and Sybil Ferguson and Michael Ferguson was
transferred to an entity named Silver Hawk, Inc. Those transfers
are not in issue in the present case.
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