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Offer again to increase the price per share to $32. On
December 22, 1982, 21-115, Inc., raised the price in the First
Kalmanovitz Offer to $40 per share and increased the annual
interest rate on the proposed subordinated notes to 18 percent.
As of 12 a.m. on December 23, 1982, the deadline for
withdrawal under the Second HBC Offer, approximately 6.7 million
of petitioner's shares remained tendered to HBC. Later on that
day, HBC accepted 5.6 million of these shares for payment at
$32 per share (total price of $179.2 million), thereby completing
the Second HBC Offer. The 5.6 million shares represented
approximately 68 percent of petitioner's 8,185,541 outstanding
shares. On December 28, 1982, 21-115, Inc., terminated the First
Kalmanovitz Offer. Thereafter, Kalmanovitz filed two lawsuits
seeking damages against Heileman, Cleary, petitioner, Smith, HBC,
and the Jacobs Group.
Following the successful completion of the Second HBC Offer,
and pursuant to the Agreement in Principle, petitioner entered
into several written agreements with Heileman, HBC, PBC, and
Olympia, including an acquisition agreement dated December 30,
1982, and amended February 24, 1983 (Acquisition Agreement). The
transaction that actually occurred as a result of these
agreements differed in form from the transaction originally
contemplated by the Agreement in Principle.6 Under the Agreement
6 For a diagram of the transaction that actually occurred,
(continued...)
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