Michael Ferguson and Valene Ferguson - Page 8

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               executive incentive plan and a long term incentive plan                
               which are expected to be developed by the Board of                     
               Directors for participation by key members of senior                   
               management.  The agreement with Sybil Ferguson is                      
               expected to contain appropriate non-competition                        
                    Roger Ferguson's present consulting agreement with                
               the Company is expected to be extended on its present                  
               terms so that it will expire at the same time as the                   
               employment agreement with Mrs. Ferguson.  Mr. Ferguson                 
               is also expected to agree to non-competition covenants                 
               similar to those of Mrs. Ferguson.                                     
                    Although the parties have reached general                         
               understandings with respect to the foregoing matters,                  
               no written agreements have been entered into.  * * *                   
          The continued involvement of Sybil Ferguson in the activities of            
          AHC was an important aspect of the acquisition of AHC by CDI and            
          DC Acquisition.                                                             
               The supplement to the offer to purchase also stated that the           
          $22.50 a share offer price represented a multiple of                        
          approximately 16 times AHC's earnings a share for the year ended            
          March 31, 1988, a 24.1 percent premium over the market price for            
          the shares as of July 22, 1988 (the last trading day prior to the           
          announcement by AHC that it had received bids from prospective              
          acquirors), and a premium of approximately 1,084 percent over the           
          tangible book value of AHC shares as of June 30, 1988.  In                  
          addition, the supplement stated that, as of March 31, 1988, the             
          total book value a share of outstanding common stock exclusive of           
          treasury shares was $6.59, and such book value a share, exclusive           
          of goodwill, was $1.94.                                                     

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