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Burlington (D) made a hostile tender offer for El Paso. Through a wholly owned subsidiary D proposed to purchase 25 million shares of El Paso at $24 per share. Burlington reserved the right to terminate the offer if any of several specified events occurred. The offer was fully subscribed by December 30, 1982, the deadline date. D did not accept the shares and instead announced on January 10, 1983, a new and friendly takeover agreement. The new tender was for only 21 million shares, and by February 8, more than 40 million shares were tendered in response to the new offer. Because of the substantial proration involved in the second offer, Schreiber (P) filed suit alleging that Burlington (D) and El Paso's board (D) violated 14(e) regarding fraudulent and deceptive or manipulative acts or practices in connection with any tender offer. P claimed Ds' “manipulative” behavior surrounding the two tender offers and the failure to disclose “golden parachutes.” The District Court dismissed, and the Court of Appeals affirmed.

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