FMC Corporation and Subsidiaries - Page 9




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          information had been obtained in breach of fiduciary obligations            
          to keep the information confidential.  The complaint alleged                
          that, on the basis of material non-public information that Boesky           
          had obtained through this trading scheme, Boesky had traded in              
          the securities of certain companies, including, from February 18            
          to 21, 1986, petitioner.  Boesky settled this complaint, agreeing           
          to pay a $50 million fine, to disgorge another $50 million in               
          profits from his illegal activities, to refrain from further                
          violations of the securities laws, and to cooperate in a Federal            
          investigation into his and others’ illegal activities.                      
               In December 1986, petitioner filed a 16-count complaint                
          (Complaint) in U.S. District Court for the Northern District of             
          Illinois against Boesky, Brown, Levine, Sokolow, Goldman, Drexel,           
          and Shearson (collectively, defendants).  Counts I through V                
          alleged violations of Federal securities laws.  Counts VI through           
          VIII alleged violations of the Racketeer Influenced and Corrupt             
          Organizations Act (RICO), 18 U.S.C. sections 1961 and 1964(c).              
          Counts IX through XVI alleged violations of common law.  All                
          sixteen counts alleged that petitioner had suffered damages in              
          excess of $235 million.  Paragraph 64 of the Complaint alleged as           
          "Adverse Financial Consequences to FMC":                                    
                    As a direct and proximate result of the                           
                    illegal conduct alleged herein, FMC paid                          
                    approximately $220 million more for the                           
                    publicly held common stock of FMC tendered in                     
                    response to FMC's purchase offer than FMC                         
                    would have paid absent the illegal conduct.                       





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