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dated as of January 16, 1974 (1974 stockholders agreement) that
contained certain of the provisions that were contained in the
1974 restated certificate of incorporation. Unless otherwise
indicated, the 1974 restated certificate of incorporation ef-
fected, inter alia, the following.
Alumax was authorized to issue (1) 500 shares of class A
common stock (class A common stock) that had a par value of $100
a share and (2) 500 shares of class B common stock (class B
common stock) that had a par value of $100 a share. As a result
of the 1974 restructuring, (1) the 320 shares of the Alumax
common stock that Amax held as of January 15, 1974, were changed
into 70 shares of the class A common stock and 250 shares of the
class B common stock, and (2) the 70, 58, and 52 shares of the
Alumax common stock that Amax Realty, Bemax, and Cemax, respec-
tively, held as of that date were changed into 70, 58, and 52
shares of the class A common stock.
On January 30, 1974, pursuant to an agreement between Amax
and Mitsui & Co. Ltd. (Mitsui Japan), a Japanese general trading
company engaged at all relevant times, inter alia, in the trading
of base and refined metals including aluminum and the manufactur-
ing of consumer and industrial products in Japan, Amax sold to
Mitsui Japan all 250 shares of the class B common stock that it
held for $125 million in cash.
Each share of each class of Alumax common stock had one
vote, and any action of the Alumax stockholders required an
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