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quarter (1/4) the rate per share then declared on Class B Common
Stock". Paragraph (b)(i)(C) of Article Fifth stated:
Except as otherwise provided in this subparagraph (i),
each share of Common Stock outstanding shall partici-
pate equally, share and share alike, in all dividends
and other distributions on or with respect to the
corporation's Common Stock, including distributions in
liquidation or dissolution.
All the dividends that were declared and paid by the Alumax
board pursuant to the mandatory dividend provision during the
period April 20, 1984, through April 25, 1986, were allocated 80
percent to the class B stockholders and 20 percent to the class C
stockholders. On October 26, 1984, the one occasion during the
period April 20, 1984, through July 10, 1986, on which the Alumax
board declared dividends in excess of the amount required by the
mandatory dividend provision (excess dividends), it allocated
those excess dividends 50 percent to the class B stockholders and
50 percent to the class C stockholders.
On July 10, 1986, the Alumax board adopted a resolution
amending the 1984 restated certificate of incorporation that was
approved by the Alumax stockholders and that restated Paragraph
(b)(i)(A) of Article Fifth of that certificate to state: "Divi-
dends on Class C Common Stock pursuant to * * * [the mandatory
dividend provision] shall be declared and paid at a rate per
share equal to one-quarter (1/4) the rate per share then declared
on Class B Common Stock."
Dividends that were declared and paid by the Alumax board
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