Pabst Brewing Company - Page 7

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          prevented Heileman from acquiring any brewing concern in an                 
          eight-State area of the Midwestern United States.  Shortly after            
          Heileman announced on May 28, 1982, that it intended to acquire             
          all of petitioner's shares in a merger transaction by paying cash           
          of $24 per share, the Justice Department announced that it would            
          oppose the proposed acquisition due to the 1973 consent decree.             
               When Heileman and petitioner were discussing their possible            
          affiliation, representatives of petitioner and Olympia Brewing              
          Co. (Olympia) were discussing a business combination of their two           
          companies.  Olympia was a competitor of petitioner, with brewing            
          facilities in:  (1) Tumwater, Washington, (2) St. Paul,                     
          Minnesota, and (3) San Antonio, Texas.  Olympia's brands of beer            
          were:  (1) Olympia, (2) Olympia Gold (light beer), (3) Hamm's,              
          (4) Hamm's Special Light, (5) Lone Star, (6) Lone Star Light,               
          (7) Buckhorn, and (8) Grenzquell.  Petitioner's management                  
          believed that a combination of petitioner and Olympia would be              
          good from a business point of view, and that it would allow                 
          petitioner's shareholders to realize cash or cash equivalents for           
          their shares through a recapitalization.  On June 2, 1982,                  
          petitioner's wholly owned subsidiary, PBC Corp. (PBC), commenced            
          a cash tender offer for 1.27 million shares of Olympia at                   
          $26 per share (PBC Offer).  Eight days later, petitioner and PBC            
          entered into a definite agreement with Olympia providing for a              
          business combination between petitioner and Olympia (June 10,               
          1982, Agreement).  Under the June 10, 1982, Agreement, the PBC              

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