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<br /> e4/29/91 9 18:14 SENT BY STONE PILAW t:;RM N[) 013
<br /> WHEREAS, later on April 29, 1991, under the
<br /> relevant laws of the states of Louisiana and
<br /> Delaware, Southdown, Inc. intends to merge its thQn
<br /> direct, wholly-owned subsidiary Southwestern
<br /> Portland Cement Company into Southdown, Inc. ;
<br /> WHEREAS, later on April 29, 1991, under the
<br /> relevant laws of the states of Louisiana and
<br /> California, Southdown, Inc. intends to merge its
<br /> then direct, wholly-owned subsidiary Transmix
<br /> Corporation into Southdown, Inc. , at which• time (by
<br /> virtue of the aargers of Southdown Financing, Inc. ,
<br /> Southwestern Portland Cement Company, and Transmix
<br /> Corporation into Southdown, Inc. ) Moore McCormack
<br /> Resources, Inc. will be a direct, wholly-owned
<br /> subsidiary of Southdown, Inc. ;
<br /> WHEREAS, later on April 29, 1991, under the
<br /> relevant laws of the states of Louisiana and
<br /> Delaware, Southdown, Inc. intends to merge its then
<br /> direct, wholly-owned subsidiary Moore McCormack
<br /> Resources, Inc. into Southdown, Inc. , at which time
<br /> Florida Mining & Materials Concrete Corp. will
<br /> become a direct wholly-owned subsidiary of
<br /> Southdown, Inc. ;
<br /> WHEREAS, later on April 29, 1991, under the
<br /> relevant laws of the states of Louisiana and
<br /> Florida, Southdown, Inc. intends to merge its then
<br /> direct, wholly-owned subsidiary Florida Mining i
<br /> Materials Concrete Corp. into southdown, Inc. ;
<br /> WHEREAS, on April 24 , 1991, the Board of
<br /> Directors of Southdown, Inc. , by unanimous written
<br /> consent, designated, pursuant to La. R.S.
<br /> 12:81(C) (7) , this committee of the Board of
<br /> Directors, which it designated the Merger
<br /> Committee, and which it made consist of the
<br /> following two directors of Southdown, Inc. ,
<br /> Clarence C. Comer and Edgar J. Marston III (with a
<br /> third director of Southdown, Inc. , Fentress
<br /> Bracewell, named as the alternate member to replace
<br /> any absent or disqualified regular members) , and
<br /> the Board provided that this committee shall have
<br /> and may exercise all of the powers of the Board of
<br /> Directors with respect to authorizing and effecting
<br /> the mergers summarized above, and shall have power
<br /> to authorize the seal of the corporation to be
<br /> affixed to any documents relating to any of the
<br /> mergers summarized above;
<br /> The Merger of southwestern cement Enterprises, Inc.
<br /> into Southdown. Inc.
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