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On November 26, 1982, Jacobs called Kalmanovitz to inform
him of the Settlement Agreement. Kalmanovitz refused to join in
the Settlement Agreement.
Pursuant to the Settlement Agreement, HBC terminated the
First HBC Offer on November 30, 1982, and, 2 days later, HBC
commenced the Second HBC Offer for 3.75 million shares of
petitioner at $29 per share, with HBC reserving the right to
purchase up to 5.6 million shares at that price. On December 3,
1982, JMSL terminated the Second JMSL Offer.
On December 6, 1982, 21-115, Inc., a corporation owned by
Paul and Lydia Kalmanovitz, commenced a tender offer for 4.15
million shares of petitioner at $32 per share (First Kalmanovitz
Offer). The First Kalmanovitz Offer provided that, if 4.15
million shares were purchased pursuant thereto, the remaining
shares would be redeemed in exchange for petitioner's 15-percent
subordinated notes with a principal amount of $26 each. On
December 10, 1982, Kalmanovitz and another company owned by him
brought an action in the District Court against Heileman, Cleary,
HBC, petitioner, and Smith to stop the Second HBC Offer. See
Kalmanovitz v. G. Heileman Brewing Co., 595 F. Supp. 1385 (D.
Del. 1984), affd. 769 F.2d 152 (3d Cir. 1985). The court denied
Kalmanovitz' request.
HBC amended the Second HBC Offer on December 10, 1982,
increasing the number of petitioner's shares sought to 5.6
million. On December 15, 1982, Heileman amended the Second HBC
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