FMC Corporation and Subsidiaries - Page 6




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          was worth $15 and that each holder of old FMC stock would receive           
          consideration of $85 per share.  Old FMC stock reopened for                 
          trading on February 24, 1986, and it closed that day at $87 1/2.            
               During the week of February 24, 1986, holders of old FMC               
          stock filed three purported class action lawsuits against                   
          petitioner and each of its directors in the Court of Chancery of            
          the State of Delaware.  The complaints alleged, among other                 
          things, that the first plan permitted petitioner's management and           
          employees to increase their ownership of the company at a low and           
          unfair price.                                                               
               From March 3 through April 4, 1986, Boesky and various                 
          entities controlled by him purchased 1,922,000 shares of old FMC            
          stock, nearly 35 percent of the stock's trading volume during               
          that period.  On April 7, 1986, Boesky filed a Schedule 13D with            
          the Securities and Exchange Commission (SEC) disclosing these               
          purchases.                                                                  
               By mid-April, old FMC stock was trading in the range of $95            
          to $97 per share.  During the week of April 21, 1986, Goldman               
          advised petitioner that, due to the increase in the price of old            
          FMC stock, Goldman would withdraw its fairness opinion unless               
          petitioner either increased the cash paid to public shareholders            
          or decreased the number of shares of new FMC stock paid to                  
          management and the thrift plan.  Petitioner did not consider                
          reducing the number of shares of new FMC stock paid to management           






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