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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
covenants.
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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