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poration was amended in order, inter alia, to restate (1) Article
Fourth (d) to provide that the Alumax board had 12, instead of
10, voting members and 3, instead of 2, nonvoting members and
(2) Article Fifth to provide that at any meeting of the Alumax
board 3 of the 6 voting members of that board who were elected by
the class A common stock and 3 of the 6 voting members of that
board who were elected by the class B common stock were necessary
to constitute a quorum for transacting business.
On June 26, 1974, the 1974 stockholders agreement was
amended to incorporate the amendments made to the 1974 restated
certificate of incorporation on April 29, 1974.
Transfers of Certain Alumax Stock During 1975
During 1975, Amax transferred the 70 shares of the class A
common stock that it held to its wholly owned subsidiary, Amax
Securities, Inc. (Amax Securities), a Delaware corporation and a
member of the Amax group. Thereafter, small numbers of the
shares of the class A common stock were from time to time trans-
ferred to certain unidentified subsidiaries of Amax that were
members of the Amax group.
On March 31, 1975, Mitsui Japan sold 25 of the 250 shares of
the class B common stock that it held to Nippon Steel Corporation
(Nippon Steel), a Japanese corporation engaged at all relevant
times in a wide range of manufacturing, product development and
service activities in the metals, chemicals, ceramics, electron-
ics, information, communications, environmental preservation,
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