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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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