Pabst Brewing Company - Page 10

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          expeditiously a cash tender offer by petitioner to redeem its               
          shares at $23 per share.  The Dissident Group subsequently                  
          delivered written consents to petitioner's management,                      
          purportedly representing the consents of shareholders holding a             
          majority of petitioner's shares, authorizing the removal of the             
          incumbent directors and election of the Dissident Group nominees            
          in their place.                                                             
               On September 15, 1982, petitioner and Smith commenced an               
          action against the members of the Jacobs Group in the District              
          Court challenging the legality of the solicitation of consents              
          and seeking to prevent the redemption process.  On October 13,              
          1982, the District Court held that the Dissident Group's                    
          solicitation materials violated certain provisions of the Federal           
          securities laws, that the written consents obtained by the                  
          Dissident Group and delivered to petitioner's management were of            
          no legal effect, and that the incumbent directors on the Board              
          remained petitioner's duly constituted directors.  See                      
          Pabst Brewing Co. v. Jacobs, 549 F. Supp. 1068 (D. Del. 1982),              
          affd. without published opinion 707 F.2d 1392, 1394 (3d Cir.                
               On October 27, 1982, JMSL commenced a second tender offer              
          (Second JMSL Offer) pursuant to which JMSL sought to purchase up            
          to 3 million shares of petitioner's stock for $24 per share in              

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