Pabst Brewing Company - Page 27

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          Elements affecting value that depend upon events or a combination           
          of occurrences which, while within the realm of possibility, are            
          not reasonably probable, are excluded from this consideration.              
          Olson v. United States, supra at 257.                                       
               Petitioner claims that the fair market values of the subject           
          assets were "significantly less" than the amounts included in the           
          Allocation Agreement.  Petitioner supports its statement with the           
          testimony of its two experts, Arthur J. Tonna (Tonna) and                   
          Gilbert E. Matthews (Matthews).  Tonna has worked for more than             
          40 years in the brewing industry, approximately 18 years of which           
          he has been employed as the senior or executive vice president of           
          the operations of a major brewer.  He has participated in major             
          brewery sales, including brands, and he has purchased the used              
          facilities and equipment of breweries undergoing liquidation.               
          He has previously testified in this Court as an expert on the               
          value of brewery equipment and machinery.  Matthews received a              
          bachelor of arts degree from Harvard in 1951, and he received a             
          master's degree in business administration from Columbia in 1953.           
          From 1970 through 1995, he chaired the valuation committee for              
          Bear Stearns, and he was responsible for more than 1,000 of the             
          firm's valuation opinions, most of which concerned the purchase             
          or sale of companies in a wide range of industries.  He has                 
          authored a book on fairness opinions and common stock valuations,           
          and he has previously testified as an expert on valuation before            
          this and other Federal courts.                                              

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