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the amendment of the Alumax bylaws, the amendment in the 1984
stockholders agreement of the 1974 stockholders agreement, and
the approval of the issuance of the Alumax class C common stock
that was authorized by the 1984 restated certificate of incorpo-
ration). The holders of the class A common stock and the class B
common stock also voted by class on the first two of the forego-
ing matters before the 1984 restated certificate of incorporation
was filed with the Delaware Secretary of State.
During the period at issue, the director restricted matters
on which the Alumax board voted pursuant to the director class
voting requirement were: (1) The approval of a $100 million
sale-leaseback transaction that represented, by value, approxi-
mately 21 percent of the $469,159,525 of total capital appropria-
tions and asset dispositions of Alumax during the period at
issue; (2) the reelection of Robert Marcus (Mr. Marcus) as the
CEO and president of Alumax at Alumax board meetings held on
April 20, 1984, April 26, 1985, and April 25, 1986; (3) the
election of Paul Drack as interim president of Alumax on August
14, 1986, to succeed Mr. Marcus who resigned on August 12, 1986,
effective as of August 15, 1986; and (4) the approval of a loan
not in excess of $22,680,000 to Mitsui Japan and/or Mitsui USA.
During 1986, certain other matters on which the Alumax board
voted by class were: (1) The amendments to the 1984 restated
certificate on July 10, 1986, and on November 17, 1986, that
related to the dividend provisions contained therein and that are
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