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From February 18 through 21, 1986, Boesky and his affiliated
entities purchased 105,300 shares of old FMC common stock,
accounting for approximately 15 percent of the stock’s trading
volume during that period. The stock opened at $71 3/4 per share
on February 18, 1986, and it traded at a high of $82 per share on
the morning of February 21, 1986. During that morning,
petitioner asked the New York Stock Exchange to suspend trading
of its stock and announced that it was considering a
recapitalization.
The next day, petitioner announced that its board of
directors (board) had approved a plan of recapitalization (first
plan) under which it would purchase: (1) Each share of old FMC
stock held by its management for 5.667 shares of common stock
(new FMC stock) in the recapitalized company, (2) each share of
old FMC stock held by its thrift plan for four shares of new FMC
stock and $25 cash, and (3) each share of old FMC stock held by
public shareholders for one share of new FMC stock and $70 cash.
Pursuant to the first plan, petitioner would purchase
approximately 20 percent of its ownership from public
shareholders. Goldman had opined as to those shareholders that
they would receive under the first plan fair consideration for
their shares.2 Goldman believed that each share of new FMC stock
2 Morgan Stanley & Co. (Morgan Stanley) also rendered a
similar opinion.
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