Pabst Brewing Company - Page 18

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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,           

          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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