ROYAL AMERICAN CORPORATION


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Royal American Corporation Common Stock

Royal American Corporation is a public holding company, organized September 24, 1959 under the business corporation laws of the State of Louisiana. The securities of the corporation were registered pursuant to Section 12 (b), subject to federal securities reporting pursuant to Section 13 or 15(d), of the Securities Exchange Act of 1934. The corporation is now inactive having been granted non-reporting status after the corporation voluntarily requested release from reporting. The last annual meeting subject to S.E.C. oversight was held December 23, 1980. On January 31, 1988, at their request, The Texas Commerce Bank, Houston, Texas ceased being the transfer agent for Royal American Corporation. At that time, Texas Commerce Bank reported 797 voting shareholders residing in 28 states out of a total of 1,208 shareholders possible through the 1975 "reverse stock split." . The difference is due to unredeemed shares. Royal American Corporation is the transfer agent for its stock and the stock register is current. Smith Barney Harris & Company, New York, NY obtained the stock of the shareholders that have not claimed their shares issued during the last "reverse stock split." These shareholders are deemed to have forfeited their shares by their inaction over time. The major events involving the company's common stock are set here below.

September 24, 1959

The corporation was formed for general purposes including the purpose to acquire, procure and raise capital and surplus necessary and required to organize an industrial life insurance company in the State of Louisiana. The total authorized capital stock was 460,000 shares of common stack, with a par value of twenty-five cents ($.25) per share.

April 10, 1961

The total authorized capital stock was changed to 1,500,00 shares, with a par value of twenty cents ($.20) per share.

September 26, 1962

The total authorized capital stock was changed to 2,000,000 shares, with a par value of twenty cents ($.20) per share.

June 8, 1964

The total authorized capital stock was changed to 3,000,000 shares, with a par value of twenty cents ($.20) per share.

August 28, 1964

The total authorized capital stock was changed to 5,000,000 shares, with a par value of twenty cents ($.20) per share.

February 23, 1966

The total authorized capital stock was changed to 10,000,000 shares, with a par value of twenty cents ($.20) per share.

July 13, 1970

A tender offer was extended by the company to shareholders at a purchase price of forty cents ($.40) per share net to seller, in cash, to those shareholders owning less than 500 shares. The offer expired at August 5, 1970 but was extended.

September 24, 1970

The common stock was reclassified from twenty cents($.20) par value per share to two dollars ($2.00) par value per share at the rate of one-tenth of a share of twenty cent ($.20) par value for each share of two dollar ($2.00) par value stock. Each shareholder whose ownership of old shares on the record date was not evenly divisible by 10 had a fractional interest, however no fractional interest shares were issued. Fractional interests were settled by cash payments to fractional interest shareholders based upon the price of $5.00.

December 10, 1970

Seven per cent (7%) stock dividend.

December 21, 1972

Royal American Corporation aquired in an all stock transaction Continental Security Investment Company of Missouri, Inc. and merged it into Royal American Management Corporation, a wholly owned subsidiary of Royal American Corporation. The stock was distributed on the basis of .3716 shares of Royal American Corporation stock for each one share of Class "A" common stock of Continental Security Investment Company and .03716 shares for each one share of Class "B" common stock of Continental Security Investment Company.

December 31, 1972

Five per cent (5%) stock dividend.

October 16, 1975

The common stock was reclassified from two dollar($2.00) par value per share to two hundred dollars ($200.00) par value per share at the rate of one-hundredth of a share of two dollar ($2.00) par value for each share of two hundred dollar ($200.00) par value stock. Each shareholder whose ownership of old shares on the record date was not evenly divisible by 100 had a fractional interest, however no fractional interest shares were issued. Fractional interests were settled by cash payments to fractional interest shareholders based upon the price of $1.00 cash per one-hundredth of one share. Fractional interest shareholder were given the opportunity to "buy up" on the same $1.00 cash basis in order to obtain a whole two hundred dollar share rather than a fractional share. The reclassification exchange expired December 31, 1975 but was extended. The total authorized stock after the exchange was 1,000,000 shares of $200.00 par value stock.

July 20, 1999

10,000 shares purchased by Business Guidance USA, an insider entity, and results in 21,454 total shares outstanding.

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