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1962, through certain domestic and foreign subsidiaries (Amax
Aluminum Group).
On December 5, 1973, Amax caused Amax Realty Corp. (Amax
Realty), Bemax Realty Corp. (Bemax), and Cemax Corporation
(Cemax), three of its wholly owned subsidiaries that were part of
the Amax Aluminum Group, to transfer to Alumax substantially all
of their respective assets. In consideration for those trans-
fers, Alumax assumed substantially all of the respective liabili-
ties of those corporations and issued to them 70, 58, and 52
shares, respectively, of its common stock. On the same date,
Amax transferred to Alumax the capital stock of substantially all
of its other subsidiaries that were part of the Amax Aluminum
Group. In consideration for those transfers, Alumax issued to
Amax 320 shares of its common stock. After the transfers on
December 5, 1973, Alumax had 500 shares of common stock issued
and outstanding.
The 1974 Restructuring of Alumax
The 1974 Restated Certificate of Incorporation
and the 1974 Stockholders Agreement
On January 15, 1974, Alumax filed with the Office of the
Secretary of State of Delaware (Delaware Secretary of State) a
restated certificate of incorporation (1974 restated certificate
of incorporation) that was effective as of that date (1974
restructuring). On a date not specified in the record, Alumax
and certain of its stockholders executed a stockholders agreement
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Last modified: May 25, 2011