Estate of Mario E. Bosca, Deceased, Marie A. Baker Formerly Marie A. Bosca, Executor - Page 8

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                                     805.0               100.00                      

             The 1990 Recapitalization                                                
                  On May 25, 1990, all of the shareholders of HBC                     
             adopted a resolution amending HBC's articles of                          
             incorporation to allow the corporation to have outstanding               
             a maximum of 2,500 shares of stock, consisting of 1,500                  
             shares of class A voting common stock and 1,000 shares of                
             class B nonvoting common stock.  The resolution states as                
             follows:                                                                 
                  FOURTH: the maximum number of shares which the                      
                  Corporation is authorized to have outstanding                       
                  is twenty-five hundred (2500) consisting of 1500                    
                  Class A voting common shares having a par value                     
                  of $100.00 each and 1000 Class B non-voting                         
                  common shares having a par value of $100.00 each.                   
                  Each class of shares shall be identical in all                      
                  respects, except that the Class B non-voting                        
                  shares shall carry no right to vote for the                         
                  election of directors of the Corporation, and                       
                  no right to vote on any matter presented to the                     
                  shareholders for their vote or approval except                      
                  where otherwise provided by law.                                    

             On the same day, the decedent and Mr. Sander, acting as                  
             president and secretary, respectively, of HBC, executed a                
             certificate of amendment to HBC's articles of                            
             incorporation.                                                           
                  On May 25, 1990, the directors of HBC also adopted                  
             the following resolutions:                                               







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