Pabst Brewing Company - Page 20

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          agreement whereby petitioner was required to purchase specified             
          amounts of beer at a designated markup over actual cost, the beer           
          to be brewed by Heileman at the Perry facility, and Heileman                
          agreed to lease petitioner the office building and related                  
          parking areas in Milwaukee.                                                 
               Petitioner and Heileman also entered into the Allocation               
          Agreement, dated February 10, 1983, whereby they agreed to the              
          price to be allocated to each of the Transferred Assets.  The               
          Allocation Agreement states that Heileman and petitioner "hereby            
          agree that for purposes of determining exchange values between              
          them in connection with the acquisition of various assets", the             
          Transferred Assets total $190,287,375.8  The Allocation Agreement           
          further states:                                                             
               The price to be allocated is as follows:                               
               Cash                               $4,250,000                          
               Working capital                    30,000,000                          
               100,000 kegs                       2,500,000                           
               1,000,000 cases of select bottles  1,000,000                           
               Other kegs, bottles, cases, pallets3,500,375                           
               Other assets                       10,000,000                          
               Brands and distributors            1,500,000                           
               Georgia plant:                                                         

               8 This total is derived from the sum of:  (1) The price paid           
          by Heileman for the 5.6 million tendered shares that were                   
          redeemed in the transaction ($179.2 million), (2) the price paid            
          by Heileman for the 400,005 shares of petitioner that Heileman              
          owned prior to the tender offer, which were also redeemed in the            
          transaction ($7,607,325), and (3) the $3.48 million of IDB's that           
          were assumed by Heileman pursuant to the transaction.  The record           
          does not explain the $50 difference between the sum of these                
          three amounts ($190,287,325) and the figure contained in the                
          Allocation Agreement ($190,287,375).  We find the $50 difference            
          insignificant for purposes of deciding this case.                           

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