- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.3 EX-3.3
- 3.4 EX-3.4
- 3.5 EX-3.5
- 3.6 EX-3.6
- 3.7 EX-3.7
- 3.8 EX-3.8
- 3.9 EX-3.9
- 3.10 EX-3.10
- 3.11 EX-3.11
- 3.12 EX-3.12
- 3.13 EX-3.13
- 3.14 EX-3.14
- 3.17 EX-3.17
- 3.18 EX-3.18
- 3.21 EX-3.21
- 3.22 EX-3.22
- 3.23 EX-3.23
- 3.24 EX-3.24
- 3.25 EX-3.25
- 3.26 EX-3.26
- 3.27 EX-3.27
- 3.28 EX-3.28
- 3.29 EX-3.29
- 3.30 EX-3.30
- 3.31 EX-3.31
- 3.32 EX-3.32
- 3.33 EX-3.33
- 3.34 EX-3.34
- 3.35 EX-3.35
- 3.36 EX-3.36
- 3.37 EX-3.37
- 3.38 EX-3.38
- 3.39 EX-3.39
- 3.40 EX-3.40
- 3.41 EX-3.41
- 3.42 EX-3.42
- 3.49 EX-3.49
- 3.50 EX-3.50
- 3.51 EX-3.51
- 3.52 EX-3.52
- 3.53 EX-3.53
- 3.54 EX-3.54
- 3.55 EX-3.55
- 3.56 EX-3.56
- 3.57 EX-3.57
- 3.58 EX-3.58
- 3.61 EX-3.61
- 3.62 EX-3.62
- 3.63 EX-3.63
- 3.64 EX-3.64
- 3.65 EX-3.65
- 3.66 EX-3.66
- 3.67 EX-3.67
- 3.68 EX-3.68
- 3.71 EX-3.71
- 3.72 EX-3.72
- 3.73 EX-3.73
- 3.74 EX-3.74
- 3.75 EX-3.75
- 3.76 EX-3.76
- 3.77 EX-3.77
- 3.78 EX-3.78
- 3.79 EX-3.79
- 3.80 EX-3.80
- 3.85 EX-3.85
- 3.86 EX-3.86
- 3.87 EX-3.87
- 3.88 EX-3.88
- 3.89 EX-3.89
- 3.90 EX-3.90
- 3.91 EX-3.91
- 3.92 EX-3.92
- 3.93 EX-3.93
- 3.94 EX-3.94
- 3.95 EX-3.95
- 3.96 EX-3.96
- 3.97 EX-3.97
- 3.98 EX-3.98
- 3.99 EX-3.99
- 3.100 EX-3.100
- 3.101 EX-3.101
- 3.102 EX-3.102
- 3.105 EX-3.105
- 3.106 EX-3.106
- 3.107 EX-3.107
- 3.108 EX-3.108
- 3.113 EX-3.113
- 3.114 EX-3.114
- 3.115 EX-3.115
- 3.116 EX-3.116
- 3.117 EX-3.117
- 3.118 EX-3.118
- 3.119 EX-3.119
- 3.120 EX-3.120
- 3.121 EX-3.121
- 3.122 EX-3.122
- 3.123 EX-3.123
- 3.124 EX-3.124
- 3.125 EX-3.125
- 3.126 EX-3.126
- 3.127 EX-3.127
- 3.128 EX-3.128
- 3.129 EX-3.129
- 3.130 EX-3.130
- 3.131 EX-3.131
- 3.132 EX-3.132
- 3.133 EX-3.133
- 3.134 EX-3.134
- 3.135 EX-3.135
- 3.136 EX-3.136
- 3.137 EX-3.137
- 3.138 EX-3.138
- 3.139 EX-3.139
- 3.140 EX-3.140
- 3.147 EX-3.147
- 3.148 EX-3.148
- 3.149 EX-3.149
- 3.150 EX-3.150
- 3.151 EX-3.151
- 3.152 EX-3.152
- 3.153 EX-3.153
- 3.154 EX-3.154
- 3.155 EX-3.155
- 3.156 EX-3.156
- 3.157 EX-3.157
- 3.158 EX-3.158
- 3.159 EX-3.159
- 3.160 EX-3.160
- 3.161 EX-3.161
- 3.162 EX-3.162
- 3.163 EX-3.163
- 3.164 EX-3.164
- 3.165 EX-3.165
- 3.166 EX-3.166
- 3.167 EX-3.167
- 3.168 EX-3.168
- 3.169 EX-3.169
- 3.170 EX-3.170
- 3.171 EX-3.171
- 3.172 EX-3.172
- 3.175 EX-3.175
- 3.176 EX-3.176
- 3.177 EX-3.177
- 3.178 EX-3.178
- 3.179 EX-3.179
- 3.180 EX-3.180
- 3.181 EX-3.181
- 3.182 EX-3.182
- 3.183 EX-3.183
- 3.184 EX-3.184
- 3.185 EX-3.185
- 3.186 EX-3.186
- 3.187 EX-3.187
- 3.188 EX-3.188
- 3.191 EX-3.191
- 3.192 EX-3.192
- 3.193 EX-3.193
- 3.194 EX-3.194
- 3.195 EX-3.195
- 3.196 EX-3.196
- 3.197 EX-3.197
- 3.198 EX-3.198
- 3.199 EX-3.199
- 3.200 EX-3.200
- 3.201 EX-3.201
- 3.202 EX-3.202
- 3.205 EX-3.205
- 3.206 EX-3.206
- 3.207 EX-3.207
- 3.208 EX-3.208
- 3.209 EX-3.209
- 3.210 EX-3.210
- 3.213 EX-3.213
- 3.214 EX-3.214
- 3.219 EX-3.219
- 3.220 EX-3.220
- 3.221 EX-3.221
- 3.222 EX-3.222
- 3.223 EX-3.223
- 3.224 EX-3.224
- 3.225 EX-3.225
- 3.226 EX-3.226
- 3.227 EX-3.227
- 3.228 EX-3.228
- 3.229 EX-3.229
- 3.230 EX-3.230
- 3.231 EX-3.231
- 3.232 EX-3.232
- 3.235 EX-3.235
- 3.236 EX-3.236
- 3.238 EX-3.238
- 3.239 EX-3.239
- 3.240 EX-3.240
- 3.241 EX-3.241
- 3.242 EX-3.242
- 3.243 EX-3.243
- 3.244 EX-3.244
- 3.245 EX-3.245
- 3.246 EX-3.246
- 3.247 EX-3.247
- 3.248 EX-3.248
- 3.251 EX-3.251
- 3.252 EX-3.252
- 3.257 EX-3.257
- 3.258 EX-3.258
- 3.259 EX-3.259
- 3.260 EX-3.260
- 5.1 EX-5.1
- 5.2 EX-5.2
- 5.3 EX-5.3
- 12 EX-12
- 23.1 EX-23.1
- 23.2 EX-23.2
- 25.1 EX-25.1
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
- 99.4 EX-99.4
- 7 Sep 12 Registration of securities issued in business combination transactions (amended)
- 3 Aug 12 Registration of securities issued in business combination transactions
- 17 Jun 03 Registration of securities issued in business combination transactions
- 6 Oct 98 Registration of securities issued in business combination transactions (amended)
- 8 Sep 98 Registration of securities issued in business combination transactions (amended)
Exhibit 3.119
CERTIFICATE OF INCORPORATION
OF
CABALLO COAL COMPANY
1. The name of the corporation is
CABALLO COAL COMPANY
2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To carry on and conduct the general business of mining; to conduct general mining operations for recovery of minerals, coal, products and substances; to mine, extract, remove and recover the same; to buy,sell,exchange, lease, acquire and generally deal in and with mines, mineral rights, mineral properties and mining claims and licenses; to construct, own and operate all necessary facilities; to do all things necessary or convenient therewith;
To acquire, own, lease, mortgage, occupy, sell, let out or develop real estate, and any interest therein, particularly but not exclusively, mineral properties, and develop, use and turn the same to account;
To buy, sell, exchange, manufacture, produce, process, convert, import, export and generally trade in and deal in and with goods, wares, merchandise, natural products, commodities, articles of commerce and personal property, of every kind and nature; and
To engage in any lawful act or activity in connection with the foregoing, and for which corporations may be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Hundred Dollars ($100.00) amounting in the aggregate to One Hundred Thousand Dollars ($100,000.00).
5. The name and mailing address of each incorporator is as follows:
NAME | MAILING ADDRESS | |||
M. A. Brzoska | Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 | |||
K. A. Widdoes | Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 | |||
D. M. Dedokowski | Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 |
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.
9. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.
10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereuntosetour hands this12thday ofSeptember, 1994.
/s/ M. A. Brzoska |
M. A. Brzoska , Incorporator |
/s/ K. A. Widdoes |
K. A. Widdoes , Incorporator |
/s/ D. M. Dembkowski |
D. M. Dembkowski , Incorporator |
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A LIMITED LIABILITY COMPANY
PURSUANT TO SECTION 266 OF THE
DELAWARE GENERAL CORPORATION LAW
1. | The name of the Corporation is Caballo Coal Company. |
2. | The date on which the original Certificate of Incorporation was filed with the Secretary of State is September 12, 1994. |
3. | The name of the limited liability company to which the Corporation is herein being converted is Cabalto Coal, LLC. |
4. | This Certificate of Conversion shall be effective immediately upon filing with the Secretary of State of Delaware. |
5. | The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion this 10th day of December, 2009.
By: | Kenneth L. Wagner | |
Name: | Kenneth L. Wagner | |
Its: Vice President and Secretary |
CERTIFICATE OF FORMATION
OF
CABALLO COAL, LLC
1. | The name of the limited liability company is CABALLO COAL, LLC. |
2. | The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, The name of its registered agent at such address is The Corporation Trust Company. The zip code of the registered agent is 19801. |
3. | This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 10th day of December, 2009.
By: | /s/ Kenneth L. Wagner | |
Kenneth L. Wagner | ||
Authorized Person |
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF FORMATION OF
CABALLO COAL, LLC
1. The name of the limited liability company is:
Caballo Coal, LLC
2. Article 1 of the Certificate of Founation of the limited liability company is hereby amended to read in its entirety as follows:
“The name of the limited liability company is Peabody Caballo Mining, LLC.”
3. This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 16th day of September, 2010.
Powder River Coal, LLC, its Sole Member | ||
By: | /s/ Kenneth L. Wagner | |
Kenneth L. Wagner | ||
Its: | Vice President and Secretary |