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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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