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- S-4/A Registration of securities issued in business combination transactions
- 3.3 Exhibit 3.3
- 3.4 Exhibit 3.4
- 3.5 Exhibit 3.5
- 3.6 Exhibit 3.6
- 3.7 Exhibit 3.7
- 3.8 Exhibit 3.8
- 3.9 Exhibit 3.9
- 3.10 Exhibit 3.10
- 3.11 Exhibit 3.11
- 3.12 Exhibit 3.12
- 3.13 Exhibit 3.13
- 3.14 Exhibit 3.14
- 3.15 Exhibit 3.15
- 3.16 Exhibit 3.16
- 3.17 Exhibit 3.17
- 3.18 Exhibit 3.18
- 3.19 Exhibit 3.19
- 3.20 Exhibit 3.20
- 3.21 Exhibit 3.21
- 3.22 Exhibit 3.22
- 3.23 Exhibit 3.23
- 3.24 Exhibit 3.24
- 3.25 Exhibit 3.25
- 3.26 Exhibit 3.26
- 3.27 Exhibit 3.27
- 3.28 Exhibit 3.28
- 3.29 Exhibit 3.29
- 3.30 Exhibit 3.30
- 3.31 Exhibit 3.31
- 3.32 Exhibit 3.32
- 3.33 Exhibit 3.33
- 3.34 Exhibit 3.34
- 3.35 Exhibit 3.35
- 3.36 Exhibit 3.36
- 3.37 Exhibit 3.37
- 3.38 Exhibit 3.38
- 3.39 Exhibit 3.39
- 3.40 Exhibit 3.40
- 3.41 Exhibit 3.41
- 3.42 Exhibit 3.42
- 3.43 Exhibit 3.43
- 3.44 Exhibit 3.44
- 3.45 Exhibit 3.45
- 3.46 Exhibit 3.46
- 3.47 Exhibit 3.47
- 3.48 Exhibit 3.48
- 3.49 Exhibit 3.49
- 3.50 Exhibit 3.50
- 3.51 Exhibit 3.51
- 3.52 Exhibit 3.52
- 3.53 Exhibit 3.53
- 3.54 Exhibit 3.54
- 3.55 Exhibit 3.55
- 3.56 Exhibit 3.56
- 3.57 Exhibit 3.57
- 3.58 Exhibit 3.58
- 3.59 Exhibit 3.59
- 3.60 Exhibit 3.60
- 3.61 Exhibit 3.61
- 3.62 Exhibit 3.62
- 3.63 Exhibit 3.63
- 3.64 Exhibit 3.64
- 3.65 Exhibit 3.65
- 3.66 Exhibit 3.66
- 3.67 Exhibit 3.67
- 3.68 Exhibit 3.68
- 3.69 Exhibit 3.69
- 3.70 Exhibit 3.70
- 3.71 Exhibit 3.71
- 3.72 Exhibit 3.72
- 3.73 Exhibit 3.73
- 3.74 Exhibit 3.74
- 3.75 Exhibit 3.75
- 3.76 Exhibit 3.76
- 3.77 Exhibit 3.77
- 3.78 Exhibit 3.78
- 3.79 Exhibit 3.79
- 3.80 Exhibit 3.80
- 3.81 Exhibit 3.81
- 3.82 Exhibit 3.82
- 3.83 Exhibit 3.83
- 3.84 Exhibit 3.84
- 3.85 Exhibit 3.85
- 3.86 Exhibit 3.86
- 3.87 Exhibit 3.87
- 3.88 Exhibit 3.88
- 3.89.1 Exhibit 3.89.1
- 3.89.2 Exhibit 3.89.2
- 3.90 Exhibit 3.90
- 3.91 Exhibit 3.91
- 3.92 Exhibit 3.92
- 3.93 Exhibit 3.93
- 3.94 Exhibit 3.94
- 3.95 Exhibit 3.95
- 3.96 Exhibit 3.96
- 3.97 Exhibit 3.97
- 3.98 Exhibit 3.98
- 3.99 Exhibit 3.99
- 3.100 Exhibit 3.100
- 3.101 Exhibit 3.101
- 3.102 Exhibit 3.102
- 3.103 Exhibit 3.103
- 3.104 Exhibit 3.104
- 3.105 Exhibit 3.105
- 3.106 Exhibit 3.106
- 3.107 Exhibit 3.107
- 3.108 Exhibit 3.108
- 3.109 Exhibit 3.109
- 3.110 Exhibit 3.110
- 3.111 Exhibit 3.111
- 3.112 Exhibit 3.112
- 3.113 Exhibit 3.113
- 3.114 Exhibit 3.114
- 3.115 Exhibit 3.115
- 3.116 Exhibit 3.116
- 3.117 Exhibit 3.117
- 3.118 Exhibit 3.118
- 3.119 Exhibit 3.119
- 3.120 Exhibit 3.120
- 3.121 Exhibit 3.121
- 3.122 Exhibit 3.122
- 3.123 Exhibit 3.123
- 3.124 Exhibit 3.124
- 3.125 Exhibit 3.125
- 3.126 Exhibit 3.126
- 3.127 Exhibit 3.127
- 3.128 Exhibit 3.128
- 3.129 Exhibit 3.129
- 3.130 Exhibit 3.130
- 3.131 Exhibit 3.131
- 3.132 Exhibit 3.132
- 3.133 Exhibit 3.133
- 3.134 Exhibit 3.134
- 3.135 Exhibit 3.135
- 3.136 Exhibit 3.136
- 3.137 Exhibit 3.137
- 3.138 Exhibit 3.138
- 3.139 Exhibit 3.139
- 3.140 Exhibit 3.140
- 3.141 Exhibit 3.141
- 3.142 Exhibit 3.142
- 3.143 Exhibit 3.143
- 3.144 Exhibit 3.144
- 3.145 Exhibit 3.145
- 3.146 Exhibit 3.146
- 3.147 Exhibit 3.147
- 3.148 Exhibit 3.148
- 3.149 Exhibit 3.149
- 3.150 Exhibit 3.150
- 3.151 Exhibit 3.151
- 3.152 Exhibit 3.152
- 3.153 Exhibit 3.153
- 3.154 Exhibit 3.154
- 3.155 Exhibit 3.155
- 3.156 Exhibit 3.156
- 3.157 Exhibit 3.157
- 3.158 Exhibit 3.158
- 3.159 Exhibit 3.159
- 3.160 Exhibit 3.160
- 3.161 Exhibit 3.161
- 3.162 Exhibit 3.162
- 3.163 Exhibit 3.163
- 3.164 Exhibit 3.164
- 3.165 Exhibit 3.165
- 3.166 Exhibit 3.166
- 3.167 Exhibit 3.167
- 3.168 Exhibit 3.168
- 3.169 Exhibit 3.169
- 3.170 Exhibit 3.170
- 3.171 Exhibit 3.171
- 3.172 Exhibit 3.172
- 3.173 Exhibit 3.173
- 3.174 Exhibit 3.174
- 3.175 Exhibit 3.175
- 3.176 Exhibit 3.176
- 3.177 Exhibit 3.177
- 3.178 Exhibit 3.178
- 3.179 Exhibit 3.179
- 3.180 Exhibit 3.180
- 3.181 Exhibit 3.181
- 3.182 Exhibit 3.182
- 3.183 Exhibit 3.183
- 3.184 Exhibit 3.184
- 3.185 Exhibit 3.185
- 3.186 Exhibit 3.186
- 3.187 Exhibit 3.187
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- 3.190 Exhibit 3.190
- 3.191 Exhibit 3.191
- 3.192 Exhibit 3.192
- 3.193 Exhibit 3.193
- 3.194 Exhibit 3.194
- 3.195 Exhibit 3.195
- 3.196 Exhibit 3.196
- 3.197 Exhibit 3.197
- 3.198 Exhibit 3.198
- 3.199 Exhibit 3.199
- 3.200 Exhibit 3.200
- 3.201 Exhibit 3.201
- 3.202 Exhibit 3.202
- 3.203 Exhibit 3.203
- 3.204 Exhibit 3.204
- 3.205 Exhibit 3.205
- 3.206 Exhibit 3.206
- 3.207 Exhibit 3.207
- 3.208 Exhibit 3.208
- 3.209 Exhibit 3.209
- 3.210 Exhibit 3.210
- 3.211 Exhibit 3.211
- 3.212 Exhibit 3.212
- 3.213 Exhibit 3.213
- 3.214 Exhibit 3.214
- 3.215 Exhibit 3.215
- 3.216 Exhibit 3.216
- 3.217 Exhibit 3.217
- 3.218 Exhibit 3.218
- 3.219 Exhibit 3.219
- 3.220 Exhibit 3.220
- 3.221 Exhibit 3.221
- 23.1 Consent of Ernst & Young LLP
EXHIBIT 3.212
APPLICATION FOR
CERTIFICATE OF AUTHORITY
OF
VANTAGE MINING COMPANY
To the Secretary of State
of the State of West Virginia:
Pursuant to the provisions of Sections 53 and 54, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation hereby applies for a Certificate of Authority to transact business in West Virginia, and for that purpose submits the following statement:
The name of the corporation is VANTAGE MINING COMPANY.
The name which it elects to use in West Virginia is VANTAGE MINING COMPANY (Note 1).
It is incorporated under the laws of Kentucky.
The date of its incorporation is September 11, 1984, and the period of its duration is perpetual.
The address of its principal office in the state under the laws of which it is incorporated is Kentucky Home Life Building, Louisville, KY 40202.
The address of its principal office in West Virginia (if any) is 1200 Charleston National Plaza, Charleston, WVA 25301.
If there is no principal office in West Virginia, recording will be made in Kanawha County.
The name and address of the person to whom shall be sent all process served upon, or service of which is accepted by, the Secretary of State, is:
Name | Address | |
C T CORPORATION SYSTEM | 1200 CHARLESTON NATIONAL PLAZA CHARLESTON, WEST VIRGINIA 25301 |
The purpose or purposes which it proposes to pursue in the transaction of any or all lawful business in West Virginia are: To engage in the transaction of any or all lawful business for which corporations may conduct business under the provisions of the West Virginia Business Corporation Act.
VANTAGE MINING COMPANY
Officers and Directors
Name | Office | Address | ||
*E. J. Wood | President | 121 Sayer Circle Logan, WV 25601 | ||
*W. E. Furlong | Vice President and Treasurer | 92 Benedict Road Bethel, CT 06801 | ||
*J. E. Nutson | Secretary | 565 N. Columbus Avenue Mount Vernon, NY 10552 | ||
M. E. Markham | Assistant Secretary | P. O. Box 1417 Lebanon, VA 24266 | ||
G. F. Carter | Assistant Secretary | P. O. Box 548 St. Paul, VA 24283 | ||
I. A. Sammons | Assistant Secretary | 413 E. McDonald Avenue Man, WV 25635 |
* | Also a Director. |
2
The aggregate number of its issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, is:
Number of Series | Class | Series | Par Value per Share or Statement that Shares are without Par Value | |||
10 | Common | $1.00 |
The amount of its stated capital, as defined in Section 6, Article 1, Chapter 31, of the Code of West Virginia, is $10.00.
An estimate of the value of all property to be owned by it for the following year, wherever located is $2,828,950.
An estimate of the value of its property to be located within West Virginia during such year $2,828,950.
An estimate of the gross amount of business to be transacted by it during such year is $6,000,000.
An estimate of the gross amount of business to be transacted by it at or from places of business in West Virginia during such year is $6,000,000.
The number of acres of land it desires to hold in West Virginia is -0- acres.
This application is accompanied by a copy of its articles of incorporation and all amendments thereto, duly authenticated by the proper officer of the state or county under the laws of which it is incorporated, together with Certificate of Good Standing properly authenticated.
Dated December 6, 1984.
Vantage Mining Company (Note 2) | ||
By | /s/ William E. Furlong |
3
Its Vice President and Treasurer and /s/ Jane E. Nutson |
ITS SECRETARY |
4
ARTICLES OF MERGER
OF
VANTAGE MINING COMPANY
a Kentucky corporation
INTO
BILTMORE COAL COMPANY
a Kentucky corporation
Pursuant to KRS 271A.355, the undersigned corporations adopt the following Articles of Merger:
FIRST: The plan of merger as set forth in Exhibit A attached hereto and made a part hereof was approved by the sole shareholder of Vantage Mining Company, a Kentucky corporation, on the 19th day of September, 1988, in the manner prescribed by the Kentucky Revised Statutes, and was approved by the sole shareholder of Biltmore Coal Company, a Kentucky corporation, on the 19th day of September, 1988, in the manner prescribed by the Kentucky Revised Statutes.
SECOND: As to each participating corporation, the shareholders of which voted on such plan of merger, the number of shares outstanding, all of which are common, and the number of shares entitled to vote on such plan, the number of such shares voted for and against the plan are as follows:
Name of Corporation | Number of Shares Outstanding | Number of Shares Entitled to Vote | Voted For | Voted Against | ||||
Vantage Mining Company | 10 | 10 | 10 | 0 | ||||
Biltmore Mining Company | 10 | 10 | 10 | 0 |
5
Dated this 20th day of September, 1988.
BILTMORE COAL COMPANY | ||
By | /s/ | |
�� | its Vice President | |
By | /s/ | |
its Secretary | ||
VANTAGE MINING COMPANY | ||
By | /s/ | |
its Vice President | ||
By | /s/ | |
its Secretary |
STATE OF CONNECTICUT | ) | |
) SS | ||
COUNTY OF FAIRFIELD | ) |
I, Joan A. Mallia, a notary public, do hereby certify that on this 20th day of September, 1988, personally appeared before me James B. Hartough, who, being by me first duly sworn, declared that he is a Vice President of Biltmore Coal Company, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.
/s/ Joan A. Mallia |
Notary Public |
Joan A. Mallia |
Notary Public |
My Commission Expires March 31, 1990 |
(NOTARIAL SEAL) | ||
STATE OF CONNECTICUT | ) | |
) SS | ||
COUNTY OF FAIRFIELD | ) |
I, Joan A. Mallia, a notary public, do hereby certify that on this 20th day of September, 1988, personally appeared before me Thomas F. Tabacchi, who, being by me first duly sworn, declared that he is a Vice President of Vantage Mining Company, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.
6
/s/ Joan A. Mallia |
Notary Public |
Joan A. Mallia |
Notary Public |
My Commission Expires March 31, 1990 |
(NOTARIAL SEAL)
7
Exhibit A
Plan of Merger
1. Vantage Mining Company (“Vantage”), a corporation incorporated on September 11, 1984 under the laws of the Commonwealth of Kentucky, shall be merged with and into Biltmore Coal Company (the “Surviving Corporation”), a corporation incorporated on September 11, 1984 under the laws of the Commonwealth of Kentucky, effective upon filing the Article of Merger with the Secretary of the Commonwealth of Kentucky.
2. Upon the merger becoming effective, the Surviving Corporation shall assume all obligations and liabilities of Vantage, and all shares of capital stock of Vantage shall be automatically cancelled.
3. Article First of the Articles of Incorporation of the Surviving Corporation, upon completion of the merger becoming effective and without further shareholder action, shall be amended to read in its entirety as follows:
“FIRST: The name of the corporation is
Vantage Mining Company.”
8