Pabst Brewing Company - Page 41

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          assets, these values are very persuasive as to the assets' true             
          fair market value, given the fact that the parties to the                   
          agreement were dealing at arm's length and the agreement had                
          independent economic significance.  See Elmhurst Cemetery Co. v.            
          Commissioner, 300 U.S. 37 (1937); Ullman v. Commissioner,                   
          264 F.2d 305, 308 (2d Cir. 1959), affg. 29 T.C. 129 (1957);                 
          Simons Brick Co. v. Commissioner, 45 F.2d 57 (9th Cir. 1930),               
          affg. 14 B.T.A. 878 (1928).                                                 
               For the foregoing reasons, we hold that the value of the               
          Transferred Assets equals the $190,287,375 of consideration that            
          Heileman remitted to petitioner in connection with the transfer.            
          Given the fact that neither party has challenged the Allocation             
          Agreement's allocation of this consideration, and that we see               
          nothing in the record that persuades us that the amount assigned            
          to each asset is not the fair market value of that asset, we                
          choose to respect each of the amounts listed therein, and we so             
          hold.  In reaching all of our holdings herein, we have considered           
          all arguments by the parties, and, to the extent not mentioned              
          above, find them to be irrelevant or without merit.                         
               To reflect the foregoing,                                              
                                             Decision will be entered                 
          under Rule 155.                                                             

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