Common use of INTERESTS OF CERTAIN PERSONS IN THE MERGER Clause in Contracts

INTERESTS OF CERTAIN PERSONS IN THE MERGER. TRANSACTIONS In considering the respective recommendations of the AFC Board and the APY Board with respect to the Merger Agreement and the transactions contemplated thereby, stockholders of APY should be aware that certain members of the management of AFC and APY and the AFC Board and the APY Board have certain interests in the Merger Transactions that are different from, or in addition to, the interests of stockholders of AFC and APY generally. At the Record Date, directors and executive officers of each of AFC and APY and their respective affiliates (excluding SMA) owned in the aggregate 43,140 shares of APY Common Stock (including shares issuable on or before , 1997 upon exercise of outstanding stock options) which represents less than one percent of the outstanding shares of APY Common Stock. Certain directors and executive officers of AFC and APY own shares of APY Common Stock and therefore will exchange such shares of APY Common Stock for Merger Consideration in connection with the Merger. See "Principal and Other Stockholders of APY." In addition, each outstanding option to purchase shares of APY Common Stock that is held by a director or executive officer of AFC or APY at the Effective Time will be converted into options to acquire shares of AFC as set forth in "The Merger Transactions--The Merger Agreement--APY Merger Consideration." 36

INTERESTS OF CERTAIN PERSONS IN THE MERGER. TRANSACTIONS In considering the respective recommendations of the AFC Board and the APY Board with respect to the Merger Agreement and the transactions contemplated thereby, stockholders of APY should be aware that certain members of the management of AFC and APY and the AFC Board and the APY Board have certain interests in the Merger Transactions that are different from, or in addition to, the interests of stockholders of AFC and APY generally. At the Record Date, directors and executive officers of each of AFC and APY and their respective affiliates (excluding SMA) owned in the aggregate 43,140 shares of APY Common Stock (including shares issuable on or before July 16, 1997 upon exercise of outstanding stock options) which represents less than one percent of the outstanding shares of APY Common Stock. Certain directors and executive officers of AFC and APY own shares of APY Common Stock and therefore will exchange such shares of APY Common Stock for Merger Consideration in connection with the Merger. See "Principal and Other Stockholders of APY." In addition, each outstanding option to purchase shares of APY Common Stock that is held by a director or executive officer of AFC or APY at the Effective Time will be converted into options to acquire shares of AFC as set forth in "The Merger Transactions--The Merger Agreement--APY Merger Consideration." 36Also, following the Recapitalization, SMA, a wholly-owned subsidiary of AFC, will continue to own 59.5% of the capital stock of APY through its ownership of APY Class B Common Stock. At the conclusion of the Merger Transactions, the equity ownership and percentage interest of AFC in the net earnings, net tangible book value and net book value of APY will have increased from 59.5% to 100%. Finally, following the consummation of the Merger Transactions, the officers of APY will continue to serve in their respective positions with APY. 40

INTERESTS OF CERTAIN PERSONS IN THE MERGER. TRANSACTIONS In considering the respective recommendations of the AFC Board and the APY Board with respect to the Merger Agreement and the transactions contemplated thereby, stockholders of APY should be aware that certain members of the management of AFC and APY and the AFC Board and the APY Board have certain interests in the Merger Transactions that are different from, or in addition to, the interests of stockholders of AFC and APY generally. At the Record Date, directors and executive officers of each of AFC and APY and their respective affiliates (excluding SMA) owned in the aggregate 43,140 shares of APY Common Stock (including shares issuable on or before July , 1997 upon exercise of outstanding stock options) which represents less than one percent of the outstanding shares of APY Common Stock. Certain directors and executive officers of AFC and APY own shares of APY Common Stock and therefore will exchange such shares of APY Common Stock for Merger Consideration in connection with the Merger. See "Principal and Other Stockholders of APY." In addition, each outstanding option to purchase shares of APY Common Stock that is held by a director or executive officer of AFC or APY at the Effective Time will be converted into options to acquire shares of AFC as set forth in "The Merger Transactions--The Merger Agreement--APY Merger Consideration." 36Also, following the Recapitalization, SMA, a wholly-owned subsidiary of AFC, will continue to own 59.5% of the capital stock of APY through its ownership of APY Class B Common Stock. At the conclusion of the Merger Transactions, the equity ownership and percentage interest of AFC in the net earnings, net tangible book value and net book value of APY will have increased from 59.5% to 100%. Finally, following the consummation of the Merger Transactions, the officers of APY will continue to serve in their respective positions with APY. 40

INTERESTS OF CERTAIN PERSONS IN THE MERGER. TRANSACTIONS In considering the respective recommendations of the AFC Board and the APY Board with respect to the Merger Agreement and the transactions contemplated thereby, stockholders of APY should be aware that certain members of the management of AFC and APY and the AFC Board and the APY Board have certain interests in the Merger Transactions that are different from, or in addition to, the interests of stockholders of AFC and APY generally. At the Record Date, directors and executive officers of each of AFC and APY and their respective affiliates (excluding SMA) owned in the aggregate 43,140 shares of APY Common Stock (including shares issuable on or before , 1997 upon exercise of outstanding stock options) which represents less than one percent of the outstanding shares of APY Common Stock. Certain directors and executive officers of AFC and APY own shares of APY Common Stock and therefore will exchange such shares of APY Common Stock for Merger Consideration in connection with the Merger. See "Principal and Other Stockholders of APY." In addition, each outstanding option to purchase shares of APY Common Stock that is held by a director or executive officer of AFC or APY at the Effective Time will be converted into options to acquire shares of AFC as set forth in "The Merger Transactions--The Merger Agreement--APY Merger Consideration." 36Also, following the Recapitalization, SMA, a wholly-owned subsidiary of AFC, will continue to own 59.5% of the capital stock of APY through its ownership of APY Class B Common Stock. At the conclusion of the Merger Transactions, the equity ownership and percentage interest of AFC in the net earnings, net tangible book value and net book value of APY will have increased from 59.5% to 100%. Finally, following the consummation of the Merger Transactions, the officers of APY will continue to serve in their respective positions with APY. ACCOUNTING TREATMENT The Merger will be accounted for under the purchase method of accounting as a step acquisition, in accordance with generally accepted accounting principles. Under the purchase method of accounting, the purchase price of APY, including direct costs of the Merger Transactions, will be allocated to the assets acquired and liabilities assumed based upon their estimated relative fair values, with the excess purchase consideration allocated to goodwill. The Recapitalization will not change the recorded amount of AFC's assets and liabilities. The Unaudited Pro Forma Condensed Consolidated Financial Statements appearing elsewhere in this Information Statement/Prospectus are based upon certain assumptions and allocate the purchase price to assets and liabilities based upon preliminary estimates of their respective fair values. The unaudited pro forma adjustments and combined amounts are included for informational purposes only. If the Merger Transactions are consummated, AFC's financial statements will reflect the effects of acquisition adjustments which correspond to the announcement of the Merger on February 19, 1997. The actual allocation of the purchase price may differ from the allocation reflected in the Unaudited Pro Forma Condensed Consolidated Financial Statements. 40