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I RECEIVED 134/29 18: 17 1991 AT 7132 2I2 PAGE 11 (PRINTlD PAGE II )
<br /> 04/29i9 10:12 SENT BY STYE PI LAW FIRM NC) 011
<br /> (a) the merger of Southdown Financing, Inc. into
<br /> Southdown, Inc. ;
<br /> (h) the merger of Southwestern cement
<br /> Enterprises, Inc. into Southdown, Inc. ;
<br /> (c) the merger of Southwestern Portland Cement
<br /> company into Southdown, Ino. t
<br /> (d) the merger of Transmix corporation into
<br /> Southdown, Inc. :
<br /> (a) the merger of Moore McCormack Resources, Inc.
<br /> into Southdown, Inc. : and
<br /> (f) the merger of Florida Mining t Materials
<br /> Concrete Corp. into Southdown, Inc. :
<br /> FIFTHt That SOUTHDOWN, INC. , by the following resolu-
<br /> tions 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 having not been rescinded and being in full force and effect an
<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 4 , 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 Lawl
<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. :
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