- 6 -
Dissident Group) announced an intent to start a proxy fight at
petitioner's annual meeting of shareholders, scheduled for
April 13, 1982. In anticipation of that meeting, petitioner's
incumbent management and JMSL (through a group called the
Shareholders' Committee to Revitalize Pabst) proposed competing
slates of nominees for election to petitioner's board of
directors (the Board) and solicited proxies from petitioner's
shareholders in order to elect the desired directors. The Jacobs
Group was unsuccessful in its attempt to acquire control over
petitioner at the 1982 annual meeting. The incumbent directors
received approximately 54 percent of the votes cast at the
meeting, and the Dissident Group received the rest.
In May 1982, Heileman began exploring the possibility of a
business combination with petitioner.3 Heileman's management
believed that Heileman had to acquire the Transferred Assets to
start a brewing operation in the southeastern United States in
order to be competitive in the beer industry. Meetings were held
with representatives of the U.S. Department of Justice (Justice
Department) concerning the antitrust aspects of a combination
between petitioner and Heileman. At the time, Heileman was
subject to a 1973 consent decree with the Justice Department that
3 Contemporaneously therewith, Schmidt had offered to buy
shares of petitioner's stock at $20.50 in cash plus a $5 note,
but the Board rejected this offer. The Board had also rejected
an earlier offer of Schmidt to buy petitioner's stock at $16 per
share.
Page: Previous 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