Pabst Brewing Company - Page 3

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          Generally, petitioner transferred these assets to Heileman                  
          through the following two steps:  (1) Heileman acquired a                   
          controlling block of petitioner's stock through a public tender             
          offer and (2) petitioner distributed the Transferred Assets to              
          Heileman in exchange for its surrender of that stock, as well as            
          other consideration.  In Pabst Brewing Co. v. Commissioner, T.C.            
          Memo. 1995-239, we held that petitioner's transfer of the assets            
          was in redemption of its stock.  Thus, we held, the transfer was            
          subject to section 311(d)(1), and petitioner had to recognize               
          gain on the transfer based on the fair market value of each                 
          Transferred Asset.  We hold herein that the aggregate fair market           
          value of the Transferred Assets equals the total amount set forth           
          in a written allocation agreement (Allocation Agreement) that               
          petitioner and Heileman entered into with respect to the                    
          exchange.  We also hold that the fair market value of each                  
          Transferred Asset is the corresponding amount set forth in the              
          Allocation Agreement.  Unless otherwise indicated, section                  
          references are to the Internal Revenue Code in effect for the               
          subject years.  Rule references are to the Tax Court Rules of               
          Practice and Procedure.                                                     
                                  FINDINGS OF FACT                                    
               Some of the facts have been stipulated and are so found.               
          The stipulated facts and exhibits submitted therewith are                   
          incorporated herein by this reference.  Petitioner's principal              
          place of business was in Mill Valley, California, when it                   

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