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terminate or amend the tender offer upon the occurrence of
material adverse changes affecting AHC. The original expiration
date for the tender offer was August 30, 1988, but the expiration
date was extended to September 9, 1988, as a result of a fire
that totally destroyed the AHC product manufacturing plant on
August 25, 1988.
On August 3, 1988, a letter, signed by Roger and Sybil
Ferguson as co-chairpersons of AHC, was sent to all shareholders
of record. That letter stated, among other things:
Your Board of Directors has determined that each of the
DC Acquisition offer and merger is fair to the
shareholders of American Health and recommends that all
shareholders accept the offer and tender their shares
to DC Acquisition.
The supplement to the offer to purchase, dated August 22,
1988, filed with the Securities and Exchange Commission (SEC) as
an exhibit to schedule 14D-9, and signed by Michael Ferguson,
states:
The Fergusons have advised the Parent [CDI], subject to
applicable securities laws, that they will purchase the
stock in Parent by means of an exchange of Shares they
hold in the Company [AHC], valued at $22.50 per share,
for an amount of stock in Parent of equivalent value.
Subject to applicable securities laws, Sybil and Roger
Ferguson and Michael D. Ferguson have advised the
Parent and the Company that they will tender all of
their Shares not exchanged for stock in the Parent.
Sybil Ferguson is expected to become President of the
Company following the consummation of the Offer. It is
anticipated that she will enter into a three year
employment agreement with the Company pursuant to which
she will receive an annual salary of $200,000.
Pursuant to the agreement, she will be a full time
employee and will be eligible to participate in an
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