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in Principle, Heileman was to obtain the assets it desired
through a merger with Olympia and petitioner, and Heileman was to
spin off the unwanted assets to unrelated parties. Under the
Acquisition Agreement, which reflects the transaction actually
carried out, Heileman did not merge with Olympia or petitioner.
Instead, Olympia merged into petitioner, and the merged entity
(petitioner) distributed certain assets to Heileman "in exchange
for" all of Heileman's shares of HBC, whose sole asset was
petitioner's stock acquired in the successful tender offer.7 The
5.6 million shares of petitioner's stock held by HBC prior to the
transaction were canceled. Heileman had paid $179.2 million to
purchase these shares on December 23, 1982, pursuant to the
tender offer.
The following assets were distributed to Heileman on
March 18 and 19, 1983, pursuant to the actual transaction:
(1) Petitioner's brewery in Perry, Georgia; (2) petitioner's
brewery in Portland, Oregon; (3) the Blitz-Weinhard,
Henry-Weinhard Private Reserve, Blitz economy, Red, White & Blue,
6(...continued)
see Pabst Brewing Co. v. Commissioner, T.C. Memo. 1995-239.
7 Because HBC was a wholly owned subsidiary of Heileman,
whose sole function was to facilitate the tender offer, for
convenience we sometimes refer to Heileman's surrender of its HBC
stock as a surrender by Heileman of the 5.6 million shares of
petitioner's stock held by HBC. The parties themselves
sometimes refer to the surrender of these shares as coming
directly from Heileman, and this simplification does not affect
our holdings.
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