Pabst Brewing Company - Page 8

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          offer was raised to $28 per share in cash.  The second step of              
          the proposed combination, if approved by Olympia's shareholders,            
          was to undertake expeditiously a transaction in which the Olympia           
          shares still outstanding (i.e., shares not purchased under the              
          PBC Offer) would be exchanged for securities and/or cash having a           
          fair market value of not less than $26 per Olympia share.                   
               On June 23, 1982, the Jacobs Group, through JMSL, offered to           
          buy all of petitioner's outstanding shares (First JMSL Offer) at            
          $24 per share if petitioner and PBC terminated PBC's offer for              
          Olympia shares, and $22 per share if the PBC offer was not                  
          terminated.  Prior to making the First JMSL Offer, JMSL entered             
          into a "put" agreement (Put Agreement) with Heileman under which            
          JMSL could compel Heileman to purchase petitioner's breweries in            
          Newark, New Jersey, and Perry, Georgia, together with an                    
          exclusive license to produce and market all of petitioner's                 
          brands in a 27-State area, if JMSL elected a majority of the                
          directors on the Board.  In response to the First JMSL Offer,               
          Olympia, through its wholly owned subsidiary OBC Acquisition,               
          Inc. (OBC), made a competing offer on July 6, 1982, to purchase             
          4 million of petitioner's shares (approximately 49 percent of its           
          outstanding stock) at $25 per share in cash (OBC Offer).  The OBC           
          Offer stated that, if it were successful, each of petitioner's              
          shares that OBC did not purchase for cash would be exchanged                
          pursuant to a merger for 1 share of a new class of convertible              
          preferred stock of a combined petitioner/Olympia entity.                    

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