Pabst Brewing Company - Page 1

                                 T.C. Memo. 1996-506                                  

                               UNITED STATES TAX COURT                                

                        PABST BREWING COMPANY, Petitioner v.                          
                    COMMISSIONER OF INTERNAL REVENUE, Respondent                      

               Docket No. 18466-92.                Filed November 12, 1996.           

                    P brews and sells beer.  During the relevant                      
               years, many individuals and companies sought control                   
               over P through means which included hostile takeovers,                 
               tender offers, and proxy contests.  Pursuant to an                     
               agreement between P and H, H bought a majority of P's                  
               shares in a public tender offer, and P distributed                     
               certain assets to H in exchange for all of P's shares                  
               held by H and the assumption by H of a certain                         
               liability.  In connection therewith, P and H entered                   
               into an allocation agreement that set forth a dollar                   
               amount for each transferred asset.  P and R dispute                    
               that the amount assigned to each asset is that asset's                 
               fair market value.  P claims that the fair market value                
               is significantly lower than the assigned amount.  R                    
               claims that the fair market value is significantly                     
               higher than the assigned amount.  Held: The aggregate                  
               fair market value of the transferred assets equals the                 
               amount set forth in the allocation agreement for all of                
               the assets.  Held, further:  The fair market value of                  

Page:   1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  Next

Last modified: May 25, 2011