- 6 -
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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