Michael Ferguson and Valene Ferguson - Page 5

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          March 4, 1988, authorizing Goldman, Sachs, among other things, to           
          search for a purchaser of AHC and to assist in the sale                     
          negotiations.  By July 22, 1988, Goldman, Sachs received four               
               On July 28, 1988, AHC, CDI Holding, Inc. (CDI), which was a            
          corporation owned by Thomas H. Lee Co. and ML-Lee Acquisition               
          Fund, L.P., and DC Acquisition Corp. (DC Acquisition), which was            
          a wholly owned subsidiary of CDI, entered into an agreement and             
          plan of merger (the merger agreement).  The merger agreement                
          provided that, as soon as practicable after DC Acquisition had              
          purchased the stock of AHC by means of a tender offer of $22.50 a           
          share, DC Acquisition would be merged into AHC, and AHC would               
          thereupon become a wholly owned subsidiary of CDI.  According to            
          the merger agreement, each outstanding share of AHC stock would             
          be converted into the right to receive $22.50 in cash.                      
               It was expected that, upon consummation of the merger, Roger           
          and Sybil Ferguson would become members of the executive                    
          committee of AHC and the board of directors of CDI, and Sybil               
          Ferguson would become president of AHC.  In addition, Roger and             
          Sybil Ferguson and their children, including Michael Ferguson,              
          were offered the opportunity to make an equity investment in CDI            
          by means of an exchange of AHC stock or options for securities of           
               The board of directors of AHC, with Roger Ferguson, Sybil              
          Ferguson, and Michael Ferguson abstaining, unanimously authorized           

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