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Exhibit 3.19.2
ARTICLES OF MERGER
OF A DOMESTIC SUBSIDIARY CORPORATION
(Brook Coal Company)
INTO
DOMESTIC PARENT CORPORATION
(King Knob Coal Co., Inc.)
Pursuant to the provisions of Section 119, Article 1, Chapter 31 of the
Code of West Virginia, 1931, as amended, the undersigned corporation adopts the
following Articles of Merger for the purpose of merging a subsidiary corporation
into the undersigned as the surviving corporation:
The following Plan of Merger was approved by the Board of Directors of the
undersigned, as the surviving corporation, in the manner prescribed by Section
119, Article 1, Chapter 31 of the Code of West Virginia, 1931, as amended:
PLAN OF MERGER
OF
BROOK COAL COMPANY
(a West Virginia Corporation)
INTO
KING KNOB COAL CO., INC.
(a West Virginia Corporation)
ARTICLE FIRST: As of the Effective Date (as defined in Article Third
hereof) and upon the terms set forth in Article Second hereof, Brook Coal
Company, a West Virginia corporation ("Brook"), shall be merged into King Knob
Coal Co., Inc., a West
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Virginia corporation ("King Knob"). King Knob shall be the surviving corporation
in such merger (the "Surviving Corporation").
ARTICLE SECOND: The terms and conditions of the merger are as follows:
A. Share Cancellation. Each share of common stock of Brook
outstanding immediately prior to the Effective Date shall forthwith
automatically be cancelled on the Effective Date and no additional shares of the
common stock of King Knob shall be issued as a result of the merger.
B. Articles of Incorporation and By-Laws; Name. The Articles of
Incorporation and By-Laws of King Knob shall continue as the Articles of
Incorporation and By-Laws of the Surviving Corporation. The name of the
Surviving Corporation shall be King Knob Coal Co., Inc.
C. Directors and Officers. The directors and officers of King Knob
shall continue in office as directors and officers of the Surviving Corporation
in accordance with the By-Laws of King Knob until such time as their successors
have been elected and qualified.
D. Assets and Liabilities. Upon the Effective Date all the property,
real and personal, rights, privileges, immunities, powers, purposes, franchises,
patents, licenses, trademarks, registrations, causes of action, and every other
asset of Brook and King Knob shall be transferred to, vest in and devolve upon
the Surviving Corporation without further act or deed, and every interest of
Brook and King Knob shall be as effectively the property of the Surviving
Corporation as they were of Brook and King Knob.
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E. Abandonment. Notwithstanding approval and adoption of this Plan
of Merger by the Directors of King Knob, this Plan of Merger may be abandoned
and the merger of Brook and King Knob terminated at any time prior to the
Effective Date by decision of the Board of Directors of King Knob.
ARTICLE THIRD: The effective date of the merger of Brook and King Knob
(the "Effective Date") shall be the date the Articles of Merger are filed by the
Department of State of West Virginia in accordance with the provisions of
applicable state law.
The number of outstanding shares of each class of the subsidiary
corporation and the number of such shares of each class owned by the surviving
corporation are as follows:
Number of Shares
Number of Shares Owned by
Name of Corporation Shares Designationn of Surviving
(Subsidiary) Outstanding Class Corporation
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Brook Coal Company 5,000 Common 5,000
King Knob Coal Co., Inc., as sole shareholder of Brook Coal Company,
hereby waives its right to receive a copy of the Plan of Merger by mail.
Dated: 8/19/82 , 1982
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KING KNOB COAL CO., INC.
By: /s/ Jesse L. Anderson
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Name: Jesse L. Anderson
Title: President
By: /s/ Robert McCarthy
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Name: Robert McCarthy
Title: Secretary
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STATE OF PENNSYLVANIA )
) ss:
COUNTY OF ALLEGHENY )
I, Elizabeth L. Thomas, a Notary Public, do hereby certify that on this
20th day of August, 1982, personally appeared before me Robert McCarthy, who,
being by me first duly sworn, declared that he is the Secretary of King Knob
Coal Co., Inc., that he signed the foregoing document as Secretary of the
corporation, and that the statements therein contained are true.
/s/Elizabeth L. Thomas
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Notary Public
My commission expires: ELIZABETH L. THOMAS, NOTARY PUBLIC
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UPPER ST CLAIR TWP, ALLEGHENY COUNTY
MY COMMISSION EXPIRES NOV. 19, 1983
Member Pennsylvania Association of Notaries