Pabst Brewing Company - Page 17

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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,             

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