Albert J. Henry - Page 12

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               On May 6, 1982, the management of Warner-Lambert Corp.                 
          (Warner-Lambert) approached the officers and directors of IMED to           
          propose a transaction whereby Warner-Lambert would acquire all              
          the outstanding stock of IMED and its subsidiaries.  Initially,             
          Warner-Lambert offered $480 million, subject to a due diligence             
          investigation.                                                              
               As part of the negotiations, Cramer, Monaghan, Boynton, and            
          Henry, as IMED's executive officers, went to Warner-Lambert's               
          corporate offices in New Jersey.  As IMED's CFO, Henry was                  
          required to supply financial analyses, as well as discuss the               
          projected market and product forecasts.  At some point during the           
          sale negotiations, Henry told Cramer that he thought that the               
          stock options should be long-term capital gains.                            
               In the IMED sale negotiations, the executives from both                
          companies recognized that there would be a problem with IMED's              
          employee stock options.  Warner-Lambert realized that if the                
          options were not exercised, then IMED would not have $30 million            
          to $40 million in its treasury at the time of sale.                         
          Consequently, in New Jersey, Cramer met with Ward Hagen, the                
          chief executive officer of Warner-Lambert.  When the meeting                
          ended, Cramer told Monaghan, Boynton, and Henry that the option             
          holders would obtain long-term capital gain treatment and                   
          instructed Monaghan to structure the transaction to achieve such            
          long-term capital gain.  Warner-Lambert was persuaded to purchase           
          the employee stock options and to forgo a deduction in its 1982             



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