|
I. RECEIVED 94/29 18:17 1991 AT AJIW211212 PAGE It (PRIKUD PAGE ]
<br /> 'p",'1Z1 18:12 SENT BY STONE LAW FIRM NO eii
<br /> (a) the merger of Southdown Financing, Inc. into
<br /> Southdown, Inc. ;
<br /> (b) the merger of Southwestern cement
<br /> Enterprises, Inc. into southdown, Inc. ;
<br /> (c) the merger of southwestern Portland Cement
<br /> Company into Southdown, Inc. ;
<br /> (d) the merger of Transmix corporation into
<br /> Southdown, Inc. ;
<br /> (a) the merger of Moore McCormack Recourcas, Inc.
<br /> Into Southdown, Inc. ; and
<br /> (f) the merger of Florida Mining t Haterialc
<br /> Concrete Corp. into Southdown, Inc. ;
<br /> FIFTH: That SOUTHDOWN, INC. , by the following resolu-
<br /> tion& duly adopted by 'the Merger Committee of its Board of
<br /> Directors at a meeting held on April 29, 1991, such resolutions
<br /> having not been rescinded and being in full force and effect on
<br /> the date hereof, determined to merge into itself said
<br /> Southwestern cement Enterprises, Inc. :
<br /> The Parent and Subsidiaries Involved
<br /> WHEREAS, prior to April 29, 1991, Southdown,
<br /> Inc. , a corporation incorporated on April <, 1930
<br /> pursuant to, and duly organized and existing under,
<br /> the: Louisiana Business Corporation Law, owned all
<br /> of the outstanding shares of stock of southdown
<br /> Financing, Inc. , a corporation duly incorporated
<br /> pursuant to, and duly organized and existing under,
<br /> the Delaware General Corporation Law(
<br /> WHEREAS, prior to April 29, 1991, Southdown
<br /> Financing, Inc. owned all of the outstanding shares
<br /> Of Stock of Southwestern cement Enterprises, Inc. ,
<br /> a corporation duly incorporated pursuant to, and
<br /> duly organized and existing under the Delaware
<br /> General corporation Law, and Southwestern cement
<br /> Enterprises, Inc. was therefore an indirect,
<br /> wholly-owned subsidiary of Southdown, Inc. ;
<br /> WHEREAS, Southwestern cement Enterprises, Inc.
<br /> owns all of the outstanding shares of stock of
<br /> Southwestern Portland Cement Company, a corporation
<br /> duly incorporated pursuant to, and duly organized
<br /> and existing under, the Delaware General
<br /> Corporation Law, and Southwestern Portland Cement
<br /> Company is therefore an Indirect, wholly-owned
<br /> subsidiary of Southdown, Inc. 1
<br /> 2
<br />
|