Pabst Brewing Company - Page 6

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          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            

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