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Exhibit 3.9.2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ANKER MINING AND DEVELOPMENT CO., INC.
INTO
ANKER ENERGY CORPORATION
ANKER ENERGY CORPORATION, a corporation organized and existing under
the laws of Delaware, DOES HEREBY CERTIFY:
FIRST: That this Corporation was incorporated on the 11th day of
March, 1975, pursuant to the General Corporation Law of the State of Delaware.
SECOND: That this Corporation owns all of the outstanding shares of
the stock of ANKER MINING AND DEVELOPMENT CO., INC., a corporation incorporated
on the 2nd day of April, 1975, pursuant to the Business Corporation Law of the
State of Pennsylvania.
THIRD: That this Corporation by the following resolutions of its
Board of Directors, duly adopted by the unanimous written consent of its members
dated the 30th day of December, 1981, determined to merge Anker Mining and
Development Co., Inc. into this Corporation:
RESOLVED, that in order to merge Anker Mining and Development Co.,
Inc., a Pennsylvania corporation, into this Corporation, the Plan of
Merger attached hereto as Annex I is hereby approved and adopted; and it
is further
RESOLVED, that the President and the Secretary be and hereby are
authorized and directed to make, execute and file such agreements,
certificates, consents and other papers as may in their judgment, be
necessary or desirable to effectuate the aforementioned merger.
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FOURTH: That a copy of the Plan of Merger adopted by the Corporation
as set forth above is attached hereto as Exhibit A.
IN WITNESS WHEREOF, Anker Energy Corporation has caused this
certificate to be signed by Mark R. Joseph, its President, and attested by
Marvin E. Milbauer, its Secretary, this 26th day of January, 1982.
ANKER ENERGY CORPORATION
By /s/ Mark R. Joseph
-----------------------------
President
ATTEST:
By /s/ Marvin E. Milbauer
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Secretary
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Exhibit A
PLAN OF MERGER
OF
ANKER MINING AND DEVELOPMENT CO., INC.
(a Pennsylvania Corporation)
INTO
ANKER ENERGY CORPORATION
(a Delaware Corporation)
ARTICLE FIRST: As of the Effective Date (as defined in Article Third
hereof) and upon the terms set forth in Article Second hereof, Anker Mining and
Development Co., Inc., a Pennsylvania corporation incorporated on April 2, 1975
("Anker Mining"), shall be merged into Anker Energy Corporation, a Delaware
corporation incorporated on March 11, 1975 ("Anker Energy"). Anker Energy 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 Anker Mining
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 Anker Energy 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 Anker Energy shall continue as the Articles of
Incorporation and By-Laws of the Surviving Corporation. The name of the
Surviving Corporation shall be Anker Energy Corporation.
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C. Directors and Officers. The directors and officers of the surviving
Corporation shall be as follows:
John J. Faltis Director
Mark R. Joseph Director
Mark R. Joseph President
John J. Faltis Executive Vice President
William D. Harper Vice President
Edward M. Alan Treasurer
Michael Zagwoski Secretary
William D. Harper Assistant Secretary
The directors and officers named above shall serve in accordance with the
By-Laws of Anker Energy Corporation 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 Anker Mining and Anker Energy shall be transferred to, vest in and
devolve upon the Surviving Corporation without further act or deed, and every
interest of Anker Mining and Anker Energy shall be as effectively the property
of the Surviving Corporation as they were of Anker Mining and Anker Energy.
E. Abandonment. Notwithstanding approval and adoption of this Plan of
Merger by the Directors of Anker Mining and Anker Energy, and by the Shareholder
of Anker Mining, this Plan of Merger may be abandoned and the merger of Anker
Mining and Anker Energy terminated at any time prior to the Effective Date by
decision of the Board of Directors of either party.
ARTICLE THIRD: The effective date of the merger of Anker Mining and Anker
Energy (the "Effective Date") shall be January 29, 1982, or, if later, the date
a Certificate of Ownership and Merger is filed with the Secretary of State of
Delaware or the Articles of Merger
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are filed by the Department of State of Pennsylvania, in accordance with the
provisions of applicable state law.