Investment Research Associates - Page 274




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          B.   Investment Research Associates, Inc., and Its Subsidiaries             
               IRA was originally incorporated in the State of Delaware on            
          August 26, 1974, under the name of Cedilla Co.  In 1979, the name           
          of Cedilla Co. was changed to Investment Research Associates,               
          Ltd.  Reference hereinafter to IRA also refers to its                       
          predecessor, Cedilla Co. during years prior to the name change.             
          1.   IRA Stock                                                              
               At the time of its incorporation in 1974, IRA was authorized           
          to issue 1,000 shares of 10-cent par value common stock, 8,000              
          shares of $1 par value class A preferred stock, and 1,000 shares            
          of 10-cent class B preferred stock.  By 1977 IRA was also                   
          authorized to issue 1,000 shares of $5,000 par value class C                
          preferred stock.                                                            
               IRA's annual franchise reports filed with the State of                 
          Delaware from 1975 to 1988 reported that the following shares of            
          stock were issued and outstanding:                                          




















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