Pabst Brewing Company - Page 14

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          and Olympia and that it did not intend to acquire or exercise               
          control over any other asset.  The decree also provided:                    
                    A. Until the appointment of a trustee under this                  
               Final Judgment, Heileman shall be free to vote in any                  
               manner the stock of Pabst, subject to * * * [the                       
               Justice Department's] prior approval.  Heileman shall                  
               not otherwise manage or control Pabst or Olympia in any                
               manner directly or indirectly.  Furthermore, Heileman                  
               shall not have access to any confidential business                     
               information, data or records of Pabst or Olympia                       
               concerning the Non-Retained Assets.  Heileman shall                    
               have access to confidential business information, data                 
               and records of Pabst and Olympia concerning the                        
               Retained Assets; provided, however, that such access                   
               shall only take the form of the submission of written                  
               material to Heileman by Pabst and Olympia (unless * * *                
               [the Justice Department] specifically agrees otherwise)                
               and provided further that * * * [the Justice                           
               Department] shall be furnished with copies of all                      
               materials furnished to Heileman at the same time as                    
               such materials are furnished to Heileman.                              
               On November 24, 1982, HBC amended the First HBC Offer by               
          decreasing the number of petitioner's shares sought from 5.5                
          million to 4.25 million.  As a result, Jacobs believed that the             
          First HBC Offer would prevail and that he might be shut out of              
          the related proration pool.  That afternoon, Jacobs telephoned              
          Heileman's president, Russell G. Cleary (Cleary), in order to               
          discuss the terms of a possible settlement.  Jacobs told Clearly            
          that JMSL would withdraw from the bidding for petitioner's shares           
          in exchange for payment of its legal and related expenses                   
          totaling $7.5 million.                                                      
               On November 26, 1982, Heileman, HBC, petitioner, and the               
          Jacobs Group announced a settlement (Settlement Agreement), with            
          the Jacobs Group breaking off its relationship with Kalmanovitz             

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