Exhibit 3.63(a)
OCT. 25, 1979 12 NOON
CERTIFICATE OF INCORPORATION
OF
OLD BEN COAL COMPANY
FIRST: The name of the corporation is
OLD BEN COAL COMPANY
SECOND: The address of the corporation' s registered office in the
State of Delaware is 100 West Tenth Street, in the City of Wilmington, County of
New Castle, and the name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares or capital stock which the
corporation shall have authority to issue is 100 shares of Common Stock with a
par value of $100 per share.
FIFTH: The name and mailing address of the incorporator is
C. R. Arrington 1725 Midland Building
Cleveland, Ohio 44115
SIXTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and stockholders, it is
further provided:
1. The election of directors of the corporation need not be by
written ballot unless the by-laws so require.
2. In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered to make, alter, amend or repeal the by-laws of the
corporation, in any manner not inconsistent with the laws of the State of
Delaware or the Certificate of Incorporation of the corporation.
3. Any director or officer elected or appointed by the
stockholders of the corporation or by its Board of Directors may be removed at
any time in such manner as shall be provided in the by-laws of the corporation.
IN WITNESS WHEREOF, I have signed this certificate this 24th day of
----
October, 1979.
/s/ C. R. Arrington
-----------------------
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/13/1994
944242939 - 831101
CERTIFICATE OF MERGER
MERGING
PIKE COAL COMPANY
a Delaware corporation
INTO
OLD BEN COAL COMPANY
a Delaware corporation
In accordance with Section 251 of the General Corporation Law
of the State of Delaware
Old Ben Coal Company, a corporation duly organized and existing under
and by virtue of the laws of the State of Delaware (the "Corporation"), desiring
to merge Pike Coal Company, a Delaware corporation, with and into itself,
pursuant to the provisions of Section 252 of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY as follows:
FIRST: The name and the state of incorporation of each of the
constituent corporation of the merger (the "Merger") are as follows:
Name State of Incorporation
---- ----------------------
Pike Coal Company Delaware
Old Ben Coal Company Delaware
SECOND: An Agreement and Plan of Merger between the parties to the
Merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of
subsection (c) of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: The name of the surviving corporation of the Merger is Old Ben
Coal Company (the "Surviving Corporation").
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
this Merger may be amended or terminated and abandoned by the Board of Directors
of the Surviving Corporation at any time prior to the date of filing the
Certificate of Merger with the Secretary of State of Delaware.
FIFTH: The Certificate of Incorporation of the Surviving Corporation
shall be the Certificate of Incorporation.
SIXTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the Surviving Corporation. The address of the
principal place of business of the Surviving Corporation is: 50 Jerome Lane,
Fairview Heights, Illinois 62208.
SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by
the Surviving Corporation, on request and without cost to any stockholder of any
constituent corporation.
EIGHTH: The Merger shall be effective upon the filing with the
Secretary of State of Delaware.
IN WITNESS WHEREOF, the undersigned, for the purpose of
effectuating the Merger of the constituent corporations, pursuant to the General
Corporation Law of the State of Delaware, under penalties of perjury do hereby
declare and certify that this is the act and deed of the Corporation and the
facts contained herein are true and accordingly have hereunto signed this
Certificate of Merger as of this 28th day of October, 1994
----
OLD BEN COAL COMPANY
By: /s/ W. Douglas Blackburn, Jr.
--------------------------------
Name: W. Douglas Blackburn, Jr.
------------------------------
Title: President
-----------------------------
ATTEST:
By: /s/ Brent L. Motchan
----------------------
Name: Brent L. Motchan
--------------------
Title: Secretary
-------------------
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/23/1992
923285549 - 831101
CERTIFICATE OF MERGER
OF
ZEIGLER COAL COMPANY
(an Illinois corporation)
WITH AND INTO
OLD BEN COAL COMPANY
(a Delaware corporation)
* * * * * * * * * *
In accordance with Section 252 of the
General Corporation Law of the
State of Delaware
* * * * * * * * * *
Old Ben Coal company, a corporation duly organized and
existing under and by virtue of the laws of the State of Delaware (the
"Corporation"), desiring to merge Zeigler Coal Company an Illinois corporation,
with and into itself, pursuant to the provisions of Section 252 of the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: The name and state of incorporation of each
constituent corporation of the merger (the "merger") are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Zeigler Coal Company Illinois
Old Ben Coal Company Delaware
SECOND: An Agreement and Plan of Merger (the "Merger
Agreement") has been approved, adopted, certified, executed and acknowledged by
each constituent corporation, in accordance with
the requirements of Section 252 of the General Corporation Law of the State of
Delaware.
THIRD: The name of the surviving corporation of the Merger
is Old Ben Coal Company (the "Surviving Corporation"). The Certificate of
Incorporation of the Corporation as in effect at the effective time of the
Merger shall be the Certificate of Incorporation of the Surviving Corporation.
FOURTH: Anything herein or elsewhere to the contrary
notwithstanding, the Merger Agreement may be amended or terminated and abandoned
by the Boards of Directors of the constituent corporations at any time prior to
the date of filing the Certificate of Merger with the Secretary of State of the
State of Delaware.
FIFTH: An executed copy of the Merger Agreement is on file
at the principal place of business of the Surviving Corporation, 50 Jerome Lane
Fairview Heights, Illinois 62208, and a copy of the Merger Agreement will be
furnished by the Surviving Corporation, upon request and without cost, to any
stockholders of any constituent corporation.
SIXTH: The Merger shall be effective at the close of
business on November 23, 1992.
--
* * * *