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they were forced to attempt to grow by merging with one or more
competitors.
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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