Pabst Brewing Company - Page 5

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          they were forced to attempt to grow by merging with one or more             
               In late 1981, petitioner's management began exploring                  
          several alternatives to allow petitioner's shareholders to                  
          realize the underlying asset value of their investment in                   
          petitioner.  During the last quarter of 1981, the market price of           
          petitioner's stock fluctuated between $11.75 and $15.75 per                 
          share.  Many individuals and companies had sought (and were                 
          seeking) control over petitioner through means that included                
          hostile takeovers, tender offers, and proxy contests.  These                
          individuals and companies included Heileman, C. Schmidt & Sons,             
          Inc. (Schmidt), Irwin L. Jacobs (Jacobs), Paul Kalmanovitz                  
          (Kalmanovitz), and JMSL Acquiring Corp. (JMSL), a Delaware                  
          corporation formed by Jacobs, Dennis M. Mathisen (Mathisen), and            
          two other individuals (collectively the Jacobs Group).2  The                
          Jacobs Group had begun making substantial purchases of                      
          petitioner's stock in November 1980, purchasing in that month               
          almost 10 percent of its outstanding stock, and the Jacobs Group            
          had acquired nearly 14 percent of petitioner's outstanding stock            
          by October 1982.  In an attempt to obtain total control over                
          petitioner, the Jacobs Group and its designees (collectively, the           

               2 Heileman was a Wisconsin corporation engaged in the                  
          brewing and sale of beer.  Schmidt was a brewery about one-fourth           
          the size of petitioner.  Jacobs was an investor who had                     
          previously acquired and sold another brewer.  Kalmanovitz was the           
          owner of numerous other brewers.                                            

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