- 4 -
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
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011