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Exhibit 3.15.5
ARTICLES OF MERGER
OF
ANKER WEST VIRGINIA MINING COMPANY, INC.
AND
SPRUCE FORK COAL COMPANY, INC.
I. The Plan of Merger of Anker West Virginia Mining Company, Inc., the
Surviving Corporation, and Spruce Fork Coal Company, Inc., the Merging
Corporation, is as follows:
PLAN OF MERGER
OF
ANKER WEST VIRGINIA MINING COMPANY, INC.
AND
SPRUCE FORK COAL COMPANY, INC.
1. Anker West Virginia Mining Company, Inc. is a corporation
organized and existing under the laws of the State of West
Virginia.
2. Spruce Fork Coal Company, Inc., is a corporation organized and
existing under the laws of the State of West Virginia.
3. Spruce Fork Coal Company, Inc. (the "Merging Corporation")
shall be merged with and into Anker West Virginia Mining
Company, Inc. (the "Surviving Corporation") under and pursuant
to the Code of West Virginia of 1931, as amended, Chapter 31,
Article 1, Sections 34 and 117.
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4. The shares of the Merging Corporation shall be surrendered and
shall not be converted into shares, obligations or other
securities of the Surviving Corporation, or of any other
corporation, or, in whole or in part, into cash or other
property.
5. The merger of the Merging Corporation with and into the
Surviving Corporation shall be effective at midnight on the
date on which the Certificate of Merger is issued by the
Secretary of State of West Virginia.
II. The number of outstanding shares of capital stock of the Surviving
Corporation is Five Hundred (500) shares of common stock. The number of
outstanding shares of capital stock of the Merging Corporation is One
Hundred (100) shares of common stock.
III. The number of shares of the Surviving Corporation voted for and against
the foregoing Plan of Merger were Five Hundred (500) shares and zero (0)
shares, respectively. The number of share of the Merging Corporation voted
for and against the foregoing Plan of Merger were One Hundred (100) shares
and zero (0) shares, respectively.
DATED: August 26, 1997.
ANKER WEST VIRGINIA MINING COMPANY, INC.,
a West Virginia corporation,
By: /s/ Richard B. Bolen
---------------------------------------
Name: Richard B. Bolen
Its: President
and
By: /s/ Michael M. Matesic
---------------------------------------
Name: Michael M. Matesic
Its: Secretary
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SPRUCE FORK COAL COMPANY, INC.,
a West Virginia corporation
By: /s/ Jeffrey P. Kelley
---------------------------------------
Name: Jeffrey P. Kelley
Its: President
and
By: /s/ Michael M. Matesic
---------------------------------------
Name: Michael M. Matesic
Its: Secretary
STATE OF WEST VIRGINIA,
COUNTY OF Raleigh, to-wit:
I, Mary Ann Worley, a Notary Public, do hereby certify that on this
26th day of August, 1997, personally appeared before me Richard B. Bolen, who,
being by me first duly sworn, declared that he is the President of Anker West
Virginia Mining Company, Inc., a West Virginia corporation, that he signed the
foregoing document as President of the corporation, and that the statements
contained therein are true.
My Commission Expires: September 25, 2006.
/s/ Mary Ann Worley
--------------------------------------
Notary Public
OFFICIAL SEAL
NOTARY PUBLIC
STATE OF WEST VIRGINIA
MARY ANN WORLEY
105 MORTON AVE.
BECKLEY, WV 25801
My commission expires Sept. 25, 2006
[NOTARIAL SEAL]
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STATE OF WEST VIRGINIA,
COUNTY OF UPSHUR, to-wit:
I, EDWARD F. SUMMERFIELD, a Notary Public, do hereby certify that on
this 27 day of August, 1997, personally appeared before me Jeffrey P. Kelley,
who, being by me first duly sworn, declared that he is the President of Spruce
Fork Coal Company, Inc., a West Virginia corporation, that he signed the
foregoing document as President of the corporation, and that the statements
contained therein are true.
My Commission Expires: 12-16-2002.
/s/ Edward F. Summerfield
--------------------------------------
Notary Public
[NOTARIAL SEAL]
OFFICIAL SEAL
NOTARY PUBLIC
STATE OF WEST VIRGINIA
EDWARD F. SUMMERFIELD
8 CIRCLE DRIVE
BUCKHANNON, WV 26201
My Commission Expires December 15, 2002
The foregoing Articles of Merger were prepared by:
Carl H. Cather, III
SPILMAN, THOMAS & BATTLE
990 Elmer Prince Drive - Suite 205
P. O. Box 4474
Morgantown, WV 26504-4474