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During August 1986, Amax Realty and Cemax were liquidated,
and their respective assets, including the Alumax class C common
stock, were distributed to Amax. Accordingly, all 250 shares of
the Alumax class C common stock were thereafter held by Amax,
Bemax, and Amax Securities.
The 1986 Restructuring and Subsequent Events
On November 24, 1986, Alumax filed with the Delaware Secre-
tary of State a restated certificate of incorporation (1986
restated certificate of incorporation) that was effective as of
that date (1986 restructuring). Alumax and its stockholders
executed an agreement dated as of November 24, 1986, that, inter
alia, terminated the 1984 stockholders agreement.
Pursuant to the 1986 restated certificate of incorporation,
Alumax was authorized to issue (1) 750 shares of Alumax voting
common stock with a par value of $100 a share and (2) 10 million
shares of Alumax preferred stock (Alumax preferred stock) with a
par value of $25 a share, which were to be issued from time to
time by the Alumax board as shares of one or more series of stock
with rights, preferences, and limitations as determined by the
Alumax board. Four million shares of the Alumax preferred stock
were designated by the Alumax board as series A nonvoting pre-
ferred stock (Alumax series A nonvoting preferred stock) and were
exchangeable for the common stock of Amax.
On November 24, 1986, pursuant to a recapitalization and
stock purchase agreement that was entered into among Amax,
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