Michael Ferguson and Valene Ferguson - Page 4

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          owned by petitioners Roger and Sybil Ferguson and their five                
          children, including petitioner Michael Ferguson.                            
               In June 1986, pursuant to a public offering, AHC and certain           
          of its shareholders sold 3,000,000 shares of AHC stock.                     
               AHC, through franchises operating under the name of Diet               
          Center, provided weight loss and diet counseling services and               
          marketed a variety of vitamins, minerals, and food products.                
               As of July 28, 1988, there were 6,952,863 issued and                   
          outstanding shares of AHC stock, and members of the Ferguson                
          family owned approximately 1,309,500 (18.8 percent) of those                
          shares.  Roger and Sybil Ferguson owned approximately 656,000               
          shares (9.4 percent), and Michael Ferguson owned approximately              
          520,000 shares (7.5 percent).  From April 1, 1985, through at               
          least September 15, 1988, Roger Ferguson served as consultant for           
          AHC, Sybil Ferguson was employed as president of Diet Center, and           
          Michael Ferguson was employed as president of AHC.  From                    
          January 1, 1988, through July 28, 1988, the board of directors of           
          AHC consisted of, among other individuals, Roger Ferguson                   
          (Chairman), Sybil Ferguson (Vice Chairperson), Michael Ferguson,            
          and C. Stephen Clegg.                                                       
          Merger Agreement and Tender Offer                                           
               In December 1987, after informal discussions among the                 
          members of the board of directors of AHC, C. Stephen Clegg                  
          contacted Goldman, Sachs & Co. (Goldman, Sachs) in connection               
          with a possible sale of AHC.  A letter agreement was executed on            

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