Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 197 1.00M
Business-Combination Transaction
2: EX-3.1 Cert. of Inc. / Doe Run Resources 36 79K
3: EX-3.2 Amended & Restated Bylaws/ Doe Run 9 39K
4: EX-3.3 Cert. of Inc./Fabricated Products 2 16K
5: EX-3.4 Bylaws of Fabricated Products 9 36K
6: EX-3.5 Cert. of Inc./Doe Run Cayman 1 13K
7: EX-3.6 Memorandum of Association 36 107K
8: EX-3.7 Constitution of Doe Run 18 69K
9: EX-3.8 Constitution/Doe Run Peru 16 67K
10: EX-4.1 Indenture 204 538K
11: EX-4.2 Purchase Agreement 54 155K
12: EX-4.3 Registration Rights Agreement 42 125K
13: EX-4.4 Letter of Transmittal 12 62K
14: EX-5.1 Cadwalader Opinion 3 21K
15: EX-10.1-1 Employment Agreement/Zelms 11 34K
16: EX-10.1-2 Employment Agreement/Kaiser 11 34K
17: EX-10.1-3 Employment Agreement/Amastadi 11 33K
18: EX-10.1-4 Employment Agreement/Boyer 11 33K
19: EX-10.1-5 Employment Agreement/Buckley 11 34K
20: EX-10.2-1 Net Worth Apprec. Agmt/Zelms 8 25K
21: EX-10.2-2 Net Worth Apprec. Agmt/Kaiser 8 26K
22: EX-10.2-3 Net Worth Apprec. Agmt./Amistadi 8 26K
23: EX-10.2-4 Net Woth Apprec. Agmt./Boyer 8 26K
24: EX-10.2-5 Net Worth Apprec. Agmt./Buckley 8 26K
25: EX-10.3 Supplemental Employee Retirement Plan 7 26K
26: EX-10.4 Executive Tax Services Plan 2 15K
27: EX-10.5 Loan & Security Agreement 142 467K
28: EX-10.6 Contrato De Transferencia De Acciones 109 206K
29: EX-10.7 Programa De Adecuacion Y Manejo Ambiental 478 1.63M
30: EX-10.8-1 Covenio De Establilidad Jurica Entre El Estado 10 42K
31: EX-10.8-2 Covenio De Estabilidad Jurica Con Doe Run 10 41K
32: EX-10.8-3 Covenio De Estabilidad Jurica Entre El Estado 9 40K
33: EX-10.8-4 Covenio De Estabilidad Jurica Con Doe Run Peru 10 43K
34: EX-10.8-5 Covenio De Estabilidad Con Doe Run Peru 10 44K
35: EX-10.8-6 Covenio De Estabilidad Jurica Con Doe Run Cayman 12 48K
36: EX-10.8-7 Remite Contrato De Estabilidad Administrativa Amb 20 88K
37: EX-12 Computation of Ratios 1 14K
38: EX-21 List of Subsidiaries 1 12K
39: EX-23.2 Consent of Kpmg 1 13K
40: EX-23.3 Consent of Medina, Zaldivar 1 14K
41: EX-23.4 Consent Pincock, Allen & Holt 1 14K
42: EX-25 Form T-1 7 31K
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
FLUOR ACQUISITION CORPORATION
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
------------------------
The undersigned, Deborah C. Strauss, a natural person at least
eighteen years of age, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York does hereby
certify:
First: The name of the corporation is FLUOR ACQUISITION CORPORATION
(hereinafter called "Corporation").
Second: The purposes for which the Corporation is formed are:
(a) To acquire by purchase, subscription, or otherwise, and to hold,
sell, assign, transfer, exchange, lease, mortgage, pledge, or otherwise dispose
of, any shares of the capital stock of, or voting trust certificates for any
shares of the capital stock of, or any bonds or other securities or evidences of
indebtedness issued or created by, this Corporation or any other corporation or
association, organized under the laws of the State of New York
or of any other state, territory, district, colony or dependency of the United
States of America or under the laws of any foreign country; to pay therefor in
cash or property or to issue in exchange therefor shares of the capital stock,
bonds or other obligations of this Corporation; and while the owner or holder of
any such shares of capital stock, voting trust certificates, bonds, or other
obligations, to possess and exercise in respect thereof any and all the rights,
powers and privileges of individual holders, including the right to vote on any
shares of stock so held or owned.
(b) To organize subsidiary corporations and to convey and assign all
or any part of its assets to any such subsidiary corporation or corporations in
exchange for shares of the capital stock or other securities or evidences of
indebtedness of such subsidiary corporation or corporations.
(c) To acquire from time to time, in exchange for shares of the
capital stock of this Corporation as herein fixed or as may hereafter be
increased, such property or shares of the capital stock of any other corporation
or corporations, as the Board of Directors shall deem of advantage to this
Corporation, at such valuation of the prop-
2
erty or shares so acquired as in the judgment of said Board of Directors shall
be fair and just.
(d) To purchase, lease or otherwise acquire, in whole or in part,
the business, good will, rights, franchises and property of every kind, and to
acquire the whole or any part of the assets or assume the whole or any part of
the liabilities, of any person, firm, association, or corporation, and to pay
therefor in cash or in stock or bonds, or any other evidences of indebtedness of
this Corporation or otherwise; to hold on in any manner, use or dispose of the
whole or any part of the business, good will, rights, franchises or property so
acquired and to exercise all the powers necessary or incidental to the conduct
of such business.
(e) To borrow or raise moneys for any of the purposes of this
Corporation, issue bonds, debentures, notes or other obligations of any nature,
or in any manner, for moneys so borrowed, and to secure the payment thereof and
of the interest thereon by mortgage upon, or pledge or conveyance or assignment
in trust of, the whole or any part of the property of this Corporation, real or
personal, including contract rights, whether at the time owned or thereafter
acquired, and to sell or pledge such
3
bonds or notes or other obligations of this Corporation for its corporate
purposes.
(f) To aid, in any manner, any corporation or association any of
whose shares of stock, bonds or other evidences of indebtedness are held by or
for this Corporation, or in which, or in the welfare of which, this Corporation
shall have any interest, and to do any acts or things designed to protect,
preserve, improve or enhance the value of any such shares of stock, bonds or
evidences of indebtedness, or the property of this Corporation.
(g) To guarantee the payment of dividends upon any shares of the
capital stock of, or the performance of any contract by, any other corporation
or association in which, or in the welfare of which, this Corporation has an
interest, and to endorse or otherwise guarantee the payment of the principal and
interest, or either, of any bonds, debentures, notes, securities, or other
evidences of indebtedness created or issued by any such other corporation or
association.
(h) To carry out all or any part of the foregoing objects as
principal, factor, agent, broker, contractor, nominee or otherwise, either alone
or in conjunction with
4
any person, firm, association or other corporation and in any part of the world;
and in carrying on its business and for the purpose of attaining or furthering
any of its objects, to make and perform contracts of any kind and description,
and to do anything and everything necessary, suitable, convenient or proper for
the accomplishment of any of such purposes herein enumerated.
(i) To lend its uninvested funds from time to time to such extent,
on such terms and on such security, if any, as the Board of Directors of the
Corporation may determine.
(j) Subject to the limitations prescribed by statute and in
furtherance of its corporate business, to pay pensions, establish and carry out
pension, profit sharing, share bonus, share purchase, share option, savings,
thrift and other retirement, incentive and benefit plans, trusts and provisions
for any and all of its directors, officers and employees.
(k) To remunerate, in cash, shares of stock, bonds or other
securities of evidences of indebtedness or otherwise, any person, firm,
syndicate, association or corporation, for services rendered, directly or
indirectly, in selling, placing, or guaranteeing the selling or plac-
5
ing of any shares of the capital stock, bonds, debentures, or other securities
or evidences of indebtedness, issued, owned or controlled by this Corporation,
or by any other corporation in which this Corporation is interested, or in
connection with the formation, promotion, or operation of this Corporation, or
of any other corporation in which this Corporation is interested, or in
connection with the conduct of the business or affairs or the protection of the
property and interests of this Corporation.
(l) To conduct its business in all its branches at one or more
offices in the State of New York and in any or all other states, territories,
districts, colonies and dependencies of the United States of America and in any
or all foreign countries; and to hold, possess, purchase, lease, mortgage and
convey real and personal property and to maintain offices and agencies either
within or outside the State of New York.
For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the Corporation shall have and may exercise all of the powers conferred
by the Business Corporation Law upon corporations formed thereunder, subject to
any limitations contained in Article 2 of said law or in accordance with the
provisions of any other statute
6
of the State of New York.
Third: The aggregate number of shares which the Corporation shall
have the authority to issue shall be One Thousand (1,000), all of which shall be
of one class, which shall be designated common stock, and shall be of the par
value of Ten Cents ($.10) per share.
Fourth: The principal office of the Corporation is to be located in
the Borough of Manhattan, City, County and State of New York. The address,
within the State of New York, to which the Secretary of State of the State of
New York shall mail a copy of process in any action or proceeding against the
Corporation, which may be served upon him, is c/o United States Corporation
Company, 70 Pine Street, New York, New York 10270.
Fifth: The duration of the Corporation is to be perpetual.
Sixth: The Secretary of State of the State of New York is designated
as the agent of the Corporation upon whom process in any action or proceeding
against it may be served within the State of New York.
IN WITNESS WHEREOF, I hereunto sign my name
7
and affirm that the statements made herein are true under the penalties of
perjury this 2d day of April, 1981.
/s/ Deborah C. Strauss
-------------------------------
Deborah C. Strauss
One State Street Plaza
New York, New York 10004
8
Certificate of Incorporation
of
Fluor Acquisition Corporation
Under
Section 402 of the Business Corporation Law
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED APR 2 - 1981
AMT OF CHECK $105.50
FILING FEE $ 50
TAX $ 10
COPY $ 45.50
CERT. $
REFUND $
BY: /s/ [ILLEGIBLE]
Cleary, Gottlieb, Steen & Hamilton
One State Street Plaza
New York, New York 10004
(212) 344-0600
CERTIFICATE OF MERGER
OF
ST. JOE MINERALS CORPORATION
INTO
FLUOR ACQUISITION CORPORATION
Under Section 904 of the
Business Corporation Law
The undersigned, being respectively, Chairman of the Board and
Secretary of St. Joe Minerals Corporation and President and Assistant Secretary
of Fluor Acquisition Corporation do hereby certify:
1. The names of the constituent corporations to the Merger are St.
Joe Minerals Corporation, which was formed under the name St. Joseph Lead
Company, and Fluor Acquisition Corporation. The name of the surviving
corporation is Fluor Acquisition Corporation; and following the Merger its
name shall be St. Joe Minerals Corporation.
2. As to each constituent corporation, the designation and number of
outstanding shares of each class and series of stock are as follows:
(a) St. Joe Minerals Corporation had outstanding as of June
17, 1981 45,514,700 shares of Common Stock, $1.00 par value per
share, all of which are entitled to vote. The number of outstanding
shares of said Common Stock is subject to change prior to the
effective date of the Merger by way of increase by reason of the
exercise of outstanding stock options.
(b) Fluor Acquisition Corporation has outstanding 1,000 shares
of Common Stock, $.10 par value per share, all of which are entitled
to vote.
3. The Certificate of Incorporation of Fluor Acquisition Corporation
shall be the Certificate of Incorporation of the surviving corporation,
except that at the effective time of the Merger, Article I of such
Certificate of Incorporation shall be amended to read as follows: "The
name of the corporation is St. Joe Minerals Corporation (hereinafter
called 'Corporation')."
4. The Certificate of Incorporation of St. Joe Minerals Corporation
was filed, under the name St. Joseph Lead Company, by the Department of
State of New York on March 25, 1864. The Certificate of Incorporation of
Fluor Acquisition Corporation was filed by the Department of State of New
York on April 2, 1981.
5. The Merger was authorized on behalf of each constituent
corporation in the following manner:
(a) on behalf of St. Joe Minerals Corporation, by the
affirmative vote of the holders of more than two-thirds of the
outstanding shares of Common Stock of St. Joe Minerals Corporation
at a special meeting of shareholders of St. Joe Minerals Corporation
held on August 3, 1981, and
(b) on behalf of Fluor Acquisition Corporation, by the written
consent of the sole shareholder, Fluor Corporation.
2
IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Merger on the 3rd day of August, 1981, and affirm the statements contained
herein as true under penalties of perjury.
ST. JOE MINERALS CORPORATION
By /s/ John C. Duncan
---------------------------------
John C. Duncan
Chairman of the Board
By /s/ Charles E. Barnett
---------------------------------
Charles E. Barnett
Secretary
FLUOR ACQUISITION CORPORATION
By /s/ R B. Humbert
---------------------------------
R B. Humbert
President
By /s/ H.E. Owens
---------------------------------
H.E. Owens
Assistant Secretary
3
CERTIFICATE OF MERGER
OF
ST. JOE MINERALS CORPORATION
INTO
FLUOR ACQUISITION CORPORATION
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED AUG 3 - 1981
AMT. OF CHECK $190
FILING FEE $ 60
TAX $
COUNTY FEE $
COPY $ 120
CERT $
REFUND $
SPEC HANDLE $ 10
BY: /s/ [ILLEGIBLE]
Cleary, Gottlieb, Steen & Hamilton
One State Street Plaza
New York, New York 10004
(212) 344-0600
CERTIFICATE OF CHANGE
OF
ST. JOE MINERALS CORPORATION
UNDER SECTION 805-A OF THE
BUSINESS CORPORATION LAW
* * * * *
WE, THE UNDERSIGNED, Dwight A. Miller and M. Mason Pattillo being
respectively the Vice President, General Counsel and Secretary and Assistant
General Counsel and Assistant Secretary of ST. JOE MINERALS CORPORATION, hereby
certify:
1. The original name of the corporation is Fluor Acquisition
Corporation. On August 3, 1981, the name of the corporation was changed to St.
Joe Minerals Corporation.
2. The Certificate of Incorporation of said corporation was filed by
the Department of State on April 2, 1981.
3. The following was authorized by the Board of Directors on January
14, 1985:
[ILLEGIBLE] the Secretary of State shall mail a copy of process in any action
or proceeding against the corporation which may be served on him from c/o
United States Corporation Company, 70 Pine Street, New York, New York 10270
to c/o St. Joe Minerals Corporation, 7733 Forsyth Boulevard, Clayton,
Missouri 63105.
IN WITNESS WHEREOF, we have signed this Certificate on the 5th day
of March, 1985, and we affirm the statements contained therein as true under
penalties of perjury.
/s/ Dwight A. Miller,
----------------------------
Dwight A. Miller
Vice President, General
Counsel and Secretary
/s/ M. Mason Patrillo
----------------------------
M. Mason Patrillo,
Assistant General Counsel
and Assistant Secretary
CERTIFICATE OF CHANGE
OF
ST. JOE MINERALS CORPORATION
Under Section 805-A of the
Business Corporation Law
[ILLEGIBLE] er: Dwight A. Miller
Vice President, General
Counsel & Secretary
St. Joe Minerals Corporation
7733 Forsyth Blvd.
Clayton, MO 63105
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED MAR 14 1985
AMT. OF CHECK $23
FILING FEE $ 20
TAX $
COUNTY FEE $
COPY $ 3
CERT $
REFUND $
SPEC HANDLE $
BY: /s/ [ILLEGIBLE]
CERTIFICATE OF CHANGE
OF
ST. JOE MINERALS CORPORATION
* * * * * * * * *
(Under Section 805-A of the Business Corporation Law)
* * * * * * * * *
FIRST: The name of the corporation is
ST. JOE MINERALS CORPORATION
SECOND: The Certificate of Incorporation of the corporation was
filed by the Department of State on April 2, 1981. The name under which the
corporation was formed is Fluor Acquisition Corporation.
THIRD: The Certificate of Incorporation of the corporation is hereby
changed, pursuant to the authorization of the Board of Directors of the
corporation, so as to change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
and to designate a registered agent; and, to accomplish said change, the
statement in the Certificate of Incorporation relating to said post office
address is hereby stricken and the following statement is substituted in lieu
thereof:
(a) The post office address within the State of New York to which
the Secretary of State shall mail a copy of any process against the
corporation served upon him is 15 Columbus Circle, c/o The Prentice-Hall
Corporation System, Inc., New York, New York 10022-7773.
(b) The name and the address of the registered agent of the
corporation is The Prentice-Hall Corporation System, Inc., 15 Columbus
Circle, New York, New York 10023-7773. Said registered agent is to be the
agent upon which process against the corporation may be served.
FOURTH: The Certificate of Change has been authorized by the Board
of Directors.
IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.
DATED: April 30, 1991
/s/ R. L. Guyett
-----------------------------
R. L. Guyett, President
/s/ L. R. Fisher
-----------------------------
L. R. Fisher, Secretary
CERTIFICATE OF STOCK
OF
ST. JOE MINERALS CORPORATION
* * * * * * * * *
Under Section 805-A of the Business Corporation Law
* * * * * * * * *
FILED
MAY 24 12:52 PM '91
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED MAY 24 1991
TAX $
BY: /s/ [ILLEGIBLE]
NEW YORK
Filed on behalf of: S. Schall Watts, Sr. Legal Assistant
Fluor Corporation
3333 Michelson Drive, 330D
Irvine, California 92730
CERTIFICATE OF MERGER OF
Leadco Investments, Inc.
(a Delaware corporation)
INTO
St. Joe Minerals Corporation
(a New York corporation)
(Under Section 904 of the Business Corporation Law)
It is hereby certified, upon behalf of each of the constituent corporations
herein named, as follows:
FIRST: The Board of Directors of each of the constituent corporations has
duly adopted a plan of merger setting forth the terms and conditions of the
merger of said corporations.
SECOND: The name of the domestic constituent corporation, which is to be
the surviving corporation, and which is hereinafter sometimes referred to as the
"surviving constituent corporation", is St. Joe Minerals Corporation. The name
under which the surviving constituent corporation filed its certificate of
incorporation was "Fluor Acquisition Corporation". The date upon which its
certificate of incorporation was filed by the Department of State is April 2,
1981.
THIRD: The name of the foreign constituent corporation, which is being
merged into the surviving constituent corporation, and which is hereinafter
sometimes referred to as the "merged constituent corporation", is Leadco
Investments, Inc. The jurisdiction of its incorporation is Delaware; and the
date of its incorporation therein is May 4, 1990.
The laws of the jurisdiction of incorporation of the merged
constituent corporation permit a merger of the kind certified herein.
No Application for Authority in the State of New York of the merged
constituent corporation to transact business as a foreign corporation therein
was filed by the Department of State of the State of New York.
FOURTH: As to each constituent corporation, the plan of merger sets forth
the designation and number of outstanding shares of each class and series, the
specification of the classes and series entitled to vote on the plan of merger,
and the specification of each class and series entitled to vote as a class on
the plan of merger, as follows:
St. Joe Mineral Corporation
Designation of each Number of out- Designation of class Classes and series
outstanding class and standing shares and series entitled entitled to vote
series of shares of each class to vote as a class
--------------------- --------------- ------------------- -----------------
Common Stock 1,000 Common Stock 1,000
Leadco Investments, Inc.
Designation of each Number of out- Designation of class Classes and series
outstanding class and standing shares and series entitled entitled to vote
series of shares of each class to vote as a class
--------------------- --------------- ------------------- -----------------
Common Stock 1,000 Common Stock 1,000
1
FIFTH: The merger herein certified was authorized in respect of the
surviving constituent corporation by the unanimous written consent of the
holders of all outstanding shares of the corporation entitled to vote on the
plan of merger.
SIXTH: The merger herein certified was authorized in respect of the merged
constituent corporation by the unanimous written consent of the holders of all
outstanding shares of the corporation entitled to vote on the plan of merger and
such consent complies with the requirements of the laws of the jurisdiction of
said corporation.
SEVENTH: The effective date of the merger herein certified, insofar as the
provisions of the New York business Corporation Law govern such effective date,
shall be the 24th day of January, 1994.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Dated: January 20, 1994
FLUOR CORPORATION,
sole shareholder of
St. Joe Minerals Corporation
(Seal)
By: /s/ P.J. Trimble
------------------------------------
P.J. Trimble, Senior Vice President-
Law and Secretary
FLUOR CORPORATION,
sole shareholder of
Leadco Investments, Inc.
(Seal)
By: /s/ P.J. Trimble
------------------------------------
P.J. Trimble, Senior Vice President-
Law and Secretary
2
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
P.J. Trimble, being duly sworn, deposes and says that he is the Senior
Vice President-Law and Secretary of Fluor Corporation, the corporation which
signed the foregoing certificate of merger in the capacity of the sole
shareholder of St. Joe Minerals Corporation, that he signed the foregoing
certificate in the corporate name and affixed the corporate seal thereto by
order of the Board of Directors of said corporate shareholder, that he has read
the foregoing certificate and knows the contents thereof, and that the
statements contained therein are true to his own knowledge.
/s/ P.J. Trimble
-----------------------------------------
P.J. Trimble, Senior Vice President - Law and
Secretary of Flour Corporation
Subscribed and sworn to before me on January 20, 1994.
[SEAL]
/s/ Carol K. Walker
-----------------------------------------
Carol K. Walker, Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
P.J. Trimble, being duly sworn, deposes and says that he is the Senior
Vice President-Law and Secretary of Fluor Corporation, the corporation which
signed the foregoing certificate of merger in the capacity of the sole
shareholder of Leadco Investments, Inc., that he signed the foregoing
certificate in the corporate name and affixed the corporate seal thereto by
order of the Board of Directors of said corporate shareholder, that he has read
the foregoing certificate and knows the contents thereof, and that the
statements contained therein are true to his own knowledge.
/s/ P.J. Trimble
-----------------------------------------
P.J. Trimble, Senior Vice President - Law and
Secretary of Fluor Corporation
Subscribed and sworn to before me on January 20, 1994.
[SEAL]
/s/ Carol K. Walker
-----------------------------------------
Carol K. Walker, Notary Public
3
FILED
Jan 21 3:49 PM '94
1-CC
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JAN 21 1994
TAX $ 0
BY: JJW
NEW YORK
CERTIFICATE OF MERGER
OF
LEADCO INVESTMENTS, INC.
into
ST. JOE MINERALS CORPORATION
S. Schall Watts, Sr.
FLUOR DANIEL, INC.
3333 MICHELSON DRIVE 330D
IRVINE, CA. 92730.
4
CERTIFICATE OF MERGER
of
St. Joe Land Management Company
(a Delaware corporation)
and
St. Joe Lead Company, Inc.
(a Delaware corporation)
into
St. Joe Minerals Corporation
(a New York corporation)
(Under Section 905 of the Business Corporation Law)
It is hereby certified by the corporation named herein as the surviving
corporation as follows:
FIRST: The Board of Directors of the corporation named herein as the
surviving corporation has adopted a plan of merger setting forth the terms and
conditions of merging the corporations named herein as the subsidiary
corporations into said surviving corporation.
SECOND: The laws of the jurisdiction of incorporation of the corporations
named herein as the subsidiary corporations permit a merger of the kind
certified herein.
THIRD: The name of one of the subsidiary corporations to be merged which
was organized under the laws of the State of Delaware on February 25, 1987, is
St. Joe Land Management Company and the name under which the corporation was
formed was ERC Products Corporation. The name under which the other subsidiary
corporation to be merged which was organized under the laws of the State of
Delaware on May 13, 1977 is St. Joe Lead Company, Inc.
No application for Authority in the State of New York of either said
corporation to transact business as a foreign corporation therein was filed by
the Department of State of the State of New York.
FOURTH: The name of the surviving corporation, the certificate of
incorporation of which was filed by the Department of State on April 2, 1981, is
St. Joe Minerals Corporation. The name under which said corporation was formed
is Fluor Acquisition Corporation.
FIFTH: The designation and number of outstanding shares of each class of
each subsidiary corporation, all of which are owned by the surviving
corporation, as set forth in the plan of merger, are as follows:
St. Joe Land Management Company
Designation Number
----------- ------
Common stock 100
St. Joe Lead Company, Inc.
Designation Number
----------- ------
Common stock 100
SIXTH: The merger of each subsidiary corporation with and into the
surviving
1
corporation has been authorized under the laws of the jurisdiction of
incorporation of each said subsidiary corporation.
IN WINESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Dated: March 24, 1994
ST. JOE MINERALS CORPORATION
sole shareholder of
St. Joe Land Management Company
(Seal)
By: /s/ P.J. Trimble
----------------------------
P.J. Trimble, Vice President
ST. JOE MINERALS CORPORATION
sole shareholder of
St. Joe Lead Company, Inc.
(Seal)
By: /s/ P.J. Trimble
----------------------------
P.J. Trimble, Vice President
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
P.J. Trimble, being duly sworn, deposes and says that he is the Vice
President of St. Joe Minerals Corporation, the corporation which signed the
foregoing certificate of merger in the capacity of the sole shareholder of St.
Joe Land Management Company and St. Joe Lead Company, Inc.; that he signed the
foregoing certificate in the corporate name and affixed the corporate seal
thereto by order of the Board of Directors of said corporate shareholder; that
he has read the foregoing certificate and knows the contents thereof; and that
the statements contained therein are true to his own knowledge.
/s/ P.J. Trimble
----------------------------
P.J. Trimble, Vice President of
St. Joe Minerals Corporation
Subscribed and sworn to before me on March 24, 1994.
[SEAL]
/s/ Carol K. Walker
----------------------------
Carol K. Walker, Notary Public
2
RECEIVED
MAR 25 1:32 PM '94
1-CC
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED MAR 28 1994
TAX $ -
BY: [ILLEGIBLE]
NY
CERTIFICATE OF MERGER
OF
ST. JOE LAND MANAGEMENT COMPANY
AND
ST. JOE LEAD COMPANY, INC.
INTO
ST. JOE MINERALS CORPORATION
* * * * * * * *
Under Section 905 of the Business Corporation Law
* * * * * * * *
Filed on behalf of: S. Schall Watts, Senior Legal Assistant
Fluor Daniel, Inc.
3333 Michelson Dr., Suite 330D
Irvine, CA 92730
FILED
MAR 28 12:06 PM '94
3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ST. JOE MINERALS CORPORATION
Under Section 905 of the Business Corporation Law
We, the undersigned, being the President and the Secretary of St. Joe
Minerals Corporation, a corporation organized and existing under the laws of the
State of New York, do hereby certify as follows:
1. The name of the Corporation is St. Joe Minerals Corporation. The
Corporation was incorporated under the name "Fluor Acquisition Corporation".
2. The Certificate of Incorporation of the Corporation was filed by The
Department of State on April 2, 1981.
3. The Certificate of Incorporation of the Corporation is hereby amended
to:
(a) change the name of the Corporation to The Doe Run
Resources Corporation;
(b) add to the purposes of the Corporation;
(c) authorize the Corporation to issue two thousand five
hundred (2500) shares of Preferred Stock, of the par value of $1,000
per share.
4. To accomplish such changes:
(a) Article First of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
FIRST: The name of the Corporation is THE DOE RUN
RESOURCES CORPORATION (hereinafter called 'Corporation')".
(b) Article Second of the Certificate of Incorporation of the
Corporation is hereby amended by adding thereto a new paragraph
("m"), immediately following paragraph ("l") and preceding the final
paragraph of said Article Second, said new paragraph (m) to read in
its entirety as follows:
1
"(m) to engage in any lawful act or activity for which
corporations may be organized under the Business Corporation
Law of the State of New York, but not to engage in any act or
activity requiring the consent or approval of any state
official, department, board, group or other body without such
consent or approval first being obtained."
(c) Article Third of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
"Third: The aggregate number of shares which the
Corporation shall have authority to issue is 3500 shares; consisting
of 2500 shares of Preferred Stock, of the par value of $1,000 per
share, and 1,000 shares of Common Stock, $.10 par value.
The designation of each class and a statement of the
relative rights, preferences and limitations of the shares thereof
is a follows:
DIVISION A - PREFERRED STOCK
1. Designation. The 2500 shares of Preferred Stock shall be
designated "Preferred Stock"
2. Dividends. The holders of the outstanding shares of Preferred
Stock shall be entitled to receive, out of any assets of the Corporation
legally available therefor, dividends in cash at the rate of $80 per share
per annum, from the date of issue thereof, and no more, payable quarterly
on the first day of January, April, July and October in each year (the
three month periods ending on such dates being herein called "Dividend
Periods"), to the holders of record such Preferred Stock as at the close
of business on the 15th day of the immediately preceding month. Dividends
for the Preferred Stock shall be cumulative from the date or original
issue thereof to the date of payment. Upon payment of all such dividends,
the holders of the Preferred Stock shall not, as such, be entitled to
participate in any other dividends paid by the Corporation.
3. Redemption. The Corporation, at any time or from time to time,
may, at its option, redeem all or any part of the Preferred Stock, at the
Redemption
2
Price, of $1,00 per share, plus accrued dividends on the shares so
redeemed since the last date to which the dividends shall have been paid
thereon, pursuant to notice given as provided in subparagraph 4 of this
Division A.
4. Notice of Redemption; Effect of Notice; Surrender of
Certificates. In the case of each redemption of shares of Preferred Stock
the Corporation shall give written notice thereof to each holder of such
shares to be redeemed; not less than ten nor more than thirty days prior
to the date fixed for such redemption specifying (i) such redemption date,
(ii) the aggregate number of such shares to be redeemed on such date,
(iii) the number of shares held by the holder to be so redeemed, and (iv)
the redemption price per share. Such notice shall be given by first class
mail, postage prepaid, directed to each holder of such shares of such
class at the last address of such holder appearing upon the books of the
Corporation.
In connection with any redemption of shares of any class of
Preferred Stock, the redemption payment shall be payable only upon
surrender of the certificates for the shares to be redeemed. If less than
all of the shares represented by a surrendered certificate are to be
redeemed, the Corporation will forthwith issue one or more certificates
evidencing the shares which shall not have been so redeemed.
5. Liquidation. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the business and affairs of the Corporation,
the holders of the Preferred Stock then outstanding shall be entitled to
receive payment of the Liquidation Price of $1,000 per share, plus any
accrued and unpaid dividends at the rate of $80 per share per year from
the last date to which such dividends have been paid before the holders of
any other stock of the Corporation ranking junior to the Preferred Stock
in respect of payment upon such liquidation, dissolution or winding up
shall be entitled to any payment on account of such shares.
After receipt of such payment, the holders of shares of Preferred
Stock shall not be entitled to participate on account thereof in any
further distribution made to the holders of the capital stock of the
Corporation. If upon any liquidation, dissolution or winding up, the
Corporation shall have insufficient funds to permit payment to the holders
of the Preferred Stock then outstanding of the entire
3
payment required by the preceding paragraph, such funds of the Corporation
as are available for such payment shall be distributed among such holders
on the basis of the number of shares of Preferred Stock held by each such
holder so that, as nearly as may be practicable, the amount each such
holder shall receive represents the same proportion of such funds as such
holder's total holdings of shares of Preferred Stock represents of the
total number of shares of Preferred Stock at the time outstanding.
6. Voting. The holders of Preferred Stock shall not have rights as
to any matter whatever.
DIVISION B - COMMON STOCK
1. Designation. The 1,000 shares of Common Stock shall be designated
"Common Stock".
2. Dividends. So long as no dividends on the Preferred Stock shall
be accrued and unpaid, the holders of Common Stock shall be entitled to
receive such dividends as may be declared thereon by the Board of
Directors of the Corporation in its discretion out of any funds or assets
of the Corporation lawfully available for the payment of such dividends.
3. Distribution of Assets. In the event of any liquidation,
dissolution or winding up of the Corporation, or any reduction of its
capital, resulting in a distribution of its assets to stockholders,
whether voluntary or involuntary, then, after there shall have been paid
or set apart for the holders of the Preferred Stock the full preferential
amounts to which they are entitled, the holders of the Common Stock shall
be entitled to receive as a class, pro rata, all of the remaining assets
of the Corporation available for distribution to its stockholders.
4. Voting Power. The holders of the Common Stock shall possess
exclusive voting power for the election of directors and for all other
purposes and each holder thereof shall be entitled to one vote for each
share thereof.
DIVISION C - GENERAL PROVISIONS
No holder of any of the shares of the stock or options, warrants or
other rights to purchase stock or
4
of other securities of the Corporation, shall be entitled as of right to
purchase or subscribe for any unissued stock of any class or any
additional shares of any class to be issued by reason of any increase in
authorized capital stock of the Corporation of any class, or certificates
of indebtedness, debentures or other securities convertible into or
exchangeable for stock of the Corporation of any class, or carrying any
right to purchase stock of any class, but any such unissued stock,
additional authorized issue of any stock or securities convertible into or
exchangeable for stock or carrying any right to purchase stock, may be
issued and disposed of pursuant to resolution of the Board of Directors to
such persons, firms, corporations or associations, whether such holders or
others, and upon such terms, as may be deemed advisable by the Board of
Directors in the exercise of its sole discretion."
5. Said amendments were authorized by the unanimous written consent of all
of the members of the board of Directors of the Corporation and the unanimous
written consent of the holders of all of the shares of the Corporation entitled
to vote thereon.
IN WITNESS WHEREOF, we have executed this certificate this 31 day of
March, 1994 and affirm that the foregoing statements are true under the
penalties of perjury.
/s/ [ILLEGIBLE] ---------
---------------------------- Approved
President [ILLEGIBLE] /s/ LNF
St. Joe Minerals Corporation Law Dept.
---------
/s/ Larry N. Fisher
----------------------------
Secretary - Larry N. Fisher
St. Joe Minerals Corporation
5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ST. JOE MINERALS CORPORATION
Pursuant to Section 805 of the Business Corporation Law
6 cc's
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED APR 04 1994
TAX $ 1250.00
BY: JAN
Filed on behalf of: S. Schall Watts
Senior Legal Assistant
Fluor Daniel, Inc.
3333 Michelson Dr., Suite 330D
Irvine, CA 92730
6
Certificate of Change
of
THE DOE RUN RESOURCES CORPORATION
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the "corporation") is THE DOE RUN
RESOURCES CORPORATION
SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on 04-02-81
Under the original name of
FLUOR ACQUISITION CORPORATION
THIRD: The certificate of incorporation of the corporation is hereby
changed, so as to change the post office address to which the Secretary of State
of New York shall mail a copy of process against the corporation served upon him
and to change the address of the registered agent; and to accomplish said
changes, the statements in the certificate of incorporation relating to said
post office address and the designation of registered agent are hereby stricken
and the following statements are substituted in lieu thereof:
"The post office address within the State of New York to which the
Secretary of State of New York shall mail a copy of any process against
the corporation served upon him is c/o
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
500 Central Avenue Albany, New York 12206-2290"
"The name and address of the registered agent of the corporation are THE
PRENTICE-HALL CORPORATION SYSTEM, INC. 500 Central Avenue Albany, New York
12206-2290. Said registered agent is to be the agent upon which process
against the corporation may be served."
FOURTH: A notice of the proposed changes was mailed by the undersigned to
the corporation not less than 30 days prior to the date of the delivery of this
certificate to the of Department of State and the corporation has not objected
thereto. The person signing this certificate is the agent of the corporation to
whose address the Secretary of the State of New York is required to mail copies
of process and the registered agent of the corporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: February 1, 1995
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
/s/ Dennis Howarth
--------------------------------------
Dennis Howarth, Vice President
/s/ Richard L. Kushay
--------------------------------------
Richard L. Kushay, Asst. Secretary
1
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED MAR 13 1995
TAX $
BY: EJB
NEW YORK
CERTIFICATE OF CHANGE
of
THE DOE RUN RESOURCES CORPORATION
(Under Section 805-A of the Business Corporation Law)
Margaret Timmins
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
375 Hudson Street, 11th Floor
New York, New York 10014-3660
2
Certificate of Change
of
THE DOE RUN RESOURCES CORPORATION
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the "corporation") is
THE DOE RUN RESOURCES CORPORATION
The name under which the corporation was formed is
FLUOR ACQUISITION CORPORATION
SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on
04 02 1981
THIRD: The certificate of incorporation of the corporation is hereby
changed, so as to change the post office address to which the Secretary of State
of New York shall mail a copy of any process against the corporation served upon
said Secretary of State and to change the address of the registered agent; and
to accomplish said changes, the statements in the certificate of incorporation
relating to said post office address and the designation of registered agent are
hereby stricken and the following statements are substituted in lieu thereof:
"The post office address within the State of New York to which the
Secretary of State of New York shall mail a copy of any process against
the corporation served upon him is
c/o THE PRENTICE-HALL CORPORATION SYSTEM, INC.
80 State Street, Albany, New York 12207"
"The name and the address of the registered agent of the corporation are
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
80 State Street, Albany, New York 12207 Said registered agent is to be the
agent upon which process against the corporation may be served."
FOURTH: A notice of the proposed changes was mailed by the undersigned to
the corporation not less than 30 days prior to the date of the delivery of this
certificate to the Department of State and the corporation has not objected
thereto. The person signing this certificate is the agent of the corporation to
whose address the Secretary of State of New York is required to mail copies of
process and the registered agent of the corporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: March 3, 1997
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
/s/ William G. Popeo
William G. Popeo, Vice President
/s/ John H. Pelletier
John H. Pelletier, Asst. Secretary
1
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED [ILLEGIBLE]
TAX $
BY: WST
NY
CERTIFICATE OF CHANGE
of
THE DOE RUN RESOURCES CORPORATION
(Under Section 805-A of the Business Corporation Law)
Anne [ILLEGIBLE]
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
375 Hudson Street, 11th Floor
New York, New York 10014
2
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/11/98 | | | | | | | None on these Dates |
| | 3/3/97 | | 35 |
| | 2/1/95 | | 33 |
| | 3/24/94 | | 25 |
| | 1/20/94 | | 21 | | 22 |
| List all Filings |
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