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:RECEIVED 24/29 IR: 17 1991 P. 71 12 PACE 12 (PRINTED PAGE 12)
<br /> 04r29i91 Se:13 SENT 13Y S70W PILAW FIRM N7 012
<br /> WHEREAS, Southwestern cement Enterprieea, Inc.
<br /> owns all of the outstanding shares of stook 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-ownod subsidiary of Southdown,
<br /> Inc. :
<br /> 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-awned subsidiary of
<br /> Southdown, Inc. l
<br /> WHEREAS, Moore McCormack Resources, Inc. owns
<br /> all of the outstanding shares of stock of Florida
<br /> Mining S Materials Concrete Corp. , n corporation
<br /> duly incorporated pursuant to, and duly organized
<br /> and existing under, the Florida Business
<br /> Corporation Act, and Florida Mining 6 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 /> subsidiary 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 become direct, wholly-
<br /> owned subsidiaries of Southdown, Inc. ;
<br />
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