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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
proposals.
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
CDI.
The board of directors of AHC, with Roger Ferguson, Sybil
Ferguson, and Michael Ferguson abstaining, unanimously authorized
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