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'[ RE�EIVED a9/q9 IS:17 1991 PY 11212 PAGE 12 !PRINTED PACE I
<br /> 64i 18:13 SENT BY STOLE P& LAW FIRM NO 012
<br /> WHEREAS, Southwestern cement Enterprises, Inc.
<br /> owns all of the outstanding shares of stock of
<br /> Transmix Corporation, a corporation duly incor-
<br /> porated pursuant to, and duly. organized and
<br /> existing under, the laws of the State of
<br /> California, and Transmix Corporation is therefore
<br /> an indirect, wholly-owned subsidiary of Southdown,
<br /> Inc. :
<br /> WHEREAS, prior to April 29, 1991, Southdown
<br /> Financing, Inc. , Southwestern Portland Cement
<br /> Company, and Transmix Corporation together owned
<br /> all of the outstanding shares of stock of Moore
<br /> McCormack Resources, Inc. , a corporation duly
<br /> incorporated pursuant to, and duly organized and
<br /> existing under, the Delaware General Corporation
<br /> Law, and Moore McCormack Resources, Inc, was
<br /> therefore an indirect, wholly-owned subsidiary of
<br /> Southdown, Inc. ;
<br /> WHEREAS, Moore McCormack Resources, Inc. owns
<br /> all of the outstanding shares of stock of Florida
<br /> Mining 6 Materials Concrete Corp. , a corporation
<br /> duly incorporated pursuant to, and duly organized
<br /> and existing under, ,the Florida Business
<br /> Corporation Act, and Florida mining A Materials
<br /> Concrete Corp. is therefore an indirect, wholly-
<br /> owned subsidiary of Southdown, Inc. ;
<br /> Summary of the Mergers
<br /> WHEREAS, on April 29, 1991, under the relevant
<br /> laws of the states of Louisiana and Delaware,
<br /> Southdown, Inc. merged its then direct, wholly-
<br /> owned subsidiary Southdown Financing, Inc. into
<br /> Southdown, Inc. , at which time Southwestern cement
<br /> Enterprises, Inc. became a direct, wholly-owned
<br /> subaidiary of Southdown, Inc. ;
<br /> WHEREAS, now on April 29, 1991, under the
<br /> relevant laws of the states of Louisiana and
<br /> Delaware, Southdown, Inc, intends to merge its
<br /> direct, wholly-owned subsidiary Southwestern cement
<br /> Enterprises, Inc. into Southdown, Inc. , at which
<br /> time Southwestern Portland Cement Company and
<br /> Transmix Corporation will bacome direct, wholly-
<br /> owned subsidiaries of Southdown, Inc. ;
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