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greater equity interest) in which Alumax made a loan to the
affiliate or that was not in the ordinary course of business.
During 1984, 1985, and 1986, Alumax' net worth as shown in
its consolidated balance sheets was $738 million, $736 million,
and $783 million, respectively. Accordingly, an asset consti-
tuted a material asset and its acquisition or disposition consti-
tuted a restricted matter that was subject to the stockholder
class voting requirement if it had a book value of at least $36
million; i.e., 5 percent of Alumax' net worth.
During the period at issue, Alumax had total assets of $1.7
billion. Accordingly, a capital appropriation or an asset
disposition request of approximately 1.8 percent of Alumax' total
assets; i.e., $30 million, constituted a restricted matter that
was subject to the stockholder class voting requirement.
Throughout any period during which any Alumax class C common
stock was outstanding, the Alumax board was required to declare
and pay dividends to the extent of 35 percent of Alumax' net
income to the extent permitted by law (mandatory dividend provi-
sion).
The 1984 restated certificate of incorporation contained two
facially inconsistent provisions relating to the manner in which
dividends were to be allocated between the Alumax class B common
stock and the Alumax class C common stock. Paragraph (b)(i)(A)
of Article Fifth stated: "Dividends on Class C Common Stock
shall be declared and paid at a rate per share equal to one-
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