Michael Ferguson and Valene Ferguson - Page 6

                                        - 6 -                                         
          and approved of the merger agreement, determined that $22.50 a              
          share was a fair price, and recommended acceptance of the offer             
          to the shareholders of AHC.  The obligation of AHC to effect the            
          merger was subject to various conditions, including approval of             
          the merger agreement by shareholders owning a majority of AHC               
          stock.  The authority of AHC shareholders to withhold approval of           
          the merger was limited by the right of DC Acquisition and CDI to            
          proceed with the merger upon acquisition of a majority of the               
          outstanding shares.  The terms of the tender offer provided:                
                    Pursuant to the Certificate of Incorporation, as                  
               amended, of the Company [AHC] and the Delaware Law, if                 
               the Purchaser [DC Acquisition] acquires pursuant to the                
               Offer a majority of the outstanding Shares, then the                   
               Purchaser will be able to assure that the requisite                    
               number of affirmative votes in favor of the Merger will                
               be received even if no other stockholder votes in favor                
               of the Merger.  Pursuant to the short form merger                      
               provisions of the Delaware law, if the Purchaser holds                 
               90% or more of the outstanding Shares, the Merger can                  
               be effected, and the Purchaser intends to effect the                   
               Merger, without a meeting or vote of the stockholders                  
               of the Company.                                                        
               The obligation of DC Acquisition and CDI to effect the                 
          merger was also subject to various conditions.  On August 3,                
          1988, pursuant to a tender offer, DC Acquisition offered to                 
          purchase all of the issued and outstanding AHC stock for $22.50 a           
          share.  The tender offer was conditioned on DC Acquisition’s                
          acquiring and owning at least 85 percent of the AHC stock upon              
          consummation of the tender offer (minimum tender condition).  The           
          minimum tender condition could be waived by DC Acquisition in its           
          sole discretion.  DC Acquisition and CDI also had the right to              

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