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pursuant to the mandatory dividend provision on July 25, 1986,
and on October 24, 1986, were allocated 80 percent to the class B
stockholders and 20 percent to the class C stockholders. On July
11, 1986, and on September 26, 1986, the two occasions after July
10, 1986, on which the Alumax board declared excess dividends, it
allocated such dividends 50 percent to the class B stockholders
and 50 percent to the class C stockholders.
On November 17, 1986, the Alumax board adopted a resolution
amending the 1984 restated certificate of incorporation that was
approved by the Alumax stockholders and that added the following
paragraph (b)(i)(D) to Article Fifth of that certificate:
Anything contained in this Article FIFTH to the con-
trary notwithstanding, a dividend of $4,532 per share
for each share outstanding of Class B Common Stock and
a dividend of $1,133 per share for each share outstand-
ing of Class C Common Stock shall be declared payable
on or before * * * [a specified date] * * * to stock-
holders of record at the close of business on the
business day immediately preceding * * * [a specified
date] in respect of the portion of the corporation's
fiscal quarter ending on December 31, 1986 that shall
have elapsed up to and including * * * [that] date.
On November 20, 1986, the Alumax board declared dividends pursu-
ant to paragraph (b)(i)(D) of Article Fifth of the 1984 restated
certificate of incorporation.
The Alumax board, which consisted of six voting members and
two nonvoting members (special class directors) throughout any
period during which any share of the Alumax class C common stock
was outstanding, exercised all corporate powers unless otherwise
expressly provided by law, the 1984 restated certificate of
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