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of the Alumax class A common stock could be issued and outstand-
ing at any time that any share of the Alumax class C common stock
was issued and outstanding, and no share of the Alumax class C
common stock could be issued and outstanding at any time that any
share of the Alumax class A common stock was issued and outstand-
ing. As a result of the 1984 restructuring, (1) the 250 shares
of the class A common stock that Amax Realty, Bemax, Cemax, and
Amax Securities held were exchanged for 250 shares of the Alumax
class C common stock; (2) all shares of the class A common stock
were retired and became authorized and unissued shares of the
Alumax class A common stock; and (3) the 250 shares of the class
B common stock that Mitsui Japan, Mitsui USA, and Nippon Steel
held became 250 shares of the Alumax class B common stock. (We
shall sometimes refer (1) to the holders of the Alumax class C
common stock as the class C stockholders or the Amax group
stockholders and (2) to the holders of the Alumax class B common
stock as the class B stockholders or the Mitsui/Nippon group
stockholders.) On or about March 31, 1984, Mitsui Japan sold to
Mitsui USA the 50 shares of the Alumax class B common stock that
it held. Accordingly, all 250 shares of the Alumax class B
common stock were thereafter held by Mitsui USA and Nippon Steel.
Throughout any period during which any Alumax class C common
stock was outstanding, (1) each share of the Alumax class B
common stock had one vote, and each share of the Alumax class C
common stock had four votes on each matter submitted to the
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