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Board officially supports Kalmanovitz offer

February 11, 1985

MILWAUKEE (AP) _ The Pabst Brewing Co. board of directors said Monday it officially supported a $10-per-share offer by California brewer Paul Kalmanovitz for the Milwaukee company - an offer worth about $64 million.

The move came after the G. Heileman Brewing Co., a La Crosse brewer that has been stopped in federal court from proceeding with its planned purchase of Pabst at $11 per share, or $70 million, allowed that offer to expire.

Pabst had said last week that it unofficially supported the offer by the S& P Co., a private holding company owned by Kalmanovitz, but had been precluded from formally supporting that bid while the Heileman bid was still alive.

Kalmanovitz said in a Jan. 23 filing with the U.S. Securities and Exchange Commission that, once he was able to acquire Pabst, he would be willing to sell Heileman the Pabst properties it was interested in - principally the Pabst Blue Ribbon brand and plants in Milwaukee; Newark, N.J.; and Tampa, Fla. The proposal also called for S&P to retain Pabst’s brewery at Tumwater, Wash.; its Olympia and Hamm’s beer brands; and Old English 800 malt liquor label.

But Kalmanovitz withdrew that statement in a Feb. 6 letter to the SEC.

″There is no agreement of any kind″ between Kalmanovitz, Heileman and Pabst concerning such an arrangement, Pabst attorney Frank Pelisek said.

A U.S. District Court order temporarily blocking Heileman from proceeding was issued last month in a suit filed by the Stroh Brewery Co. of Detroit and the C. Schmidt Brewing Co. of Philadelphia. It alleged that Heileman’s purchase of Pabst would violate antitrust laws and reduce competition in 11 states. A hearing is scheduled next month on whether to make the order permanent.

Heileman had extended its tender off twice. But SEC regulations allow stockholders to begin withdrawing such shares if they are not purchased 60 days after the offer was originally made, and that date was reached Feb. 6.

Kalmanovitz’s offer is scheduled to expire Feb. 25.

Meanwhile, Pabst announced it had made a profit during during the last quarter of 1984 and for the full year.

It said net for the quarter was $1.5 million, 25 cents a share, compared with a year-earlier final quarter loss of $2.9 million. Sales were $155.7 million, down from $168.9 million.

Net income for the year was listed as $1.63 million, or 26 cents per share, compared with $3.60 million, or 31 cents per weighted average share, in 1983.

Net annual sales were $752.4 million on a volume of 11.56 million barrels compared with $800 million on a volume of 12.8 million barrels the previous year.

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