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Chris-Craft (P) began making cash purchases of D common stock. P publicly announced a cash tender offer. D decided to oppose P's tender offer. D entered into an agreement with Grumman Aircraft Corp., but even so, P acquired 304,606 shares by the time its cash tender offer expired on February 3. To obtain the additional 17% of D stock needed for control, P decided to make an exchange offer of P securities for D stock. P made cash purchases and was expressly warned by SEC officials that such purchases, when made during the pendency of an exchange offer, violated SEC Rule 10b-6. P then canceled all outstanding orders for purchases of D stock. D then terminated the agreement with Grumman and entered into negotiations with Bangor Punta. The Piper family agreed on May 8, 1969, to exchange their 31% stockholdings in Piper for Bangor Punta securities. Bangor also agreed to use its best efforts to achieve control of D by means of an exchange offer of Bangor securities for D common stock. Bangor then purchased 120,200 shares of D stock in privately negotiated, off-exchange transactions from three large institutional investors. Eventually, D won out as P only had 42% of D stock. P sued, alleging that Bangor's block purchases of 120,200 Piper shares in mid-May violated Rule 10b-6 and that Bangor's May 8 press release, announcing an $ 80 valuation of Bangor securities to be offered in the forthcoming exchange offer, violated SEC 'gun-jumping' provisions. P sought to enjoin Bangor from voting the D shares purchased in violation of Rule 10b-6 and from accepting any shares tendered by D stockholders pursuant to the exchange offer. Eventually, the court of appeals held that P had standing under § 14(e) of the Williams Act. The district court awarded damages, and the court of appeals reversed the damage award, setting damages much higher. D appealed.

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