Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement 178 902K
2: EX-1.1 Purchase Agreement 71 262K
3: EX-3.1 Memorandum and Articles of Association 30 98K
8: EX-3.10 By-Laws of Ispat Inland Mining Company 14 40K
9: EX-3.11 Certificate of Incorporation 18 52K
10: EX-3.12 By-Laws of Incoal Company 12 52K
11: EX-3.13 Certificate of Incorporation 5 23K
12: EX-3.14 By-Laws of Ispat Inland Service Corp. 14 41K
13: EX-3.15 Certificate of Limited Partnership 1 14K
14: EX-3.16 Agreement of Limited Partnership 11 39K
15: EX-3.17 Certificate of Limited Liability Company 2 17K
16: EX-3.18 Limited Liability Company Agreement 11 42K
4: EX-3.6 Memorandum and Articles of Association 27 95K
5: EX-3.7 Certificate of Incorporation 4 22K
6: EX-3.8 By-Laws, as Amended, of Burnham Trucking Company 18 46K
7: EX-3.9 Certificate of Incorporation 8 26K
17: EX-4.5 Copy of Thirty-Seventh Supplemental Indenture 23 99K
18: EX-4.6 Copy of Thirty-Eighth Supplemental Indenture 29 115K
19: EX-4.7 Indenture 165 529K
20: EX-4.8 Registration Rights Agreement 30 125K
21: EX-5.1 Opinion of Mayer, Brown, Rowe & Maw LLP 3 23K
22: EX-5.2 Opinion of De Brauw Blackstone Westbroek N.V. 5 25K
23: EX-5.3 Opinion of Stewart McKelvey Stirling Scales 3 22K
24: EX-5.4 Opinion of Shearman & Sterling LLP 3 22K
25: EX-8.1 Opinion of Mayer, Brown, Rowe & Maw LLP 2 19K
26: EX-10.4 Pledge Agreement 23 81K
27: EX-12.1 Statement Regarding Computation of Ratios 2± 18K
28: EX-21.1 List of Subsidiaries of the Registrant 1 13K
29: EX-23.1 Consent of Deloitte & Touche LLP 1 15K
30: EX-23.2 Consent of Deloitte & Touche Accountants 1 15K
31: EX-23.3 Consent of Ernst & Young Ag 1 16K
32: EX-23.4 Consent of Ogilvy Renault 2± 17K
33: EX-23.5 Consent of Ernst & Young 1 14K
34: EX-23.6 Consent of Ernst & Young 1 14K
35: EX-25.1 Form T-1 Statement of Eligibility 6 40K
36: EX-99.1 Form of Letter of Transmittal 10 55K
37: EX-99.2 Form of Notice of Guaranteed Delivery 2 20K
Exhibit 3.9
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "INLAND STEEL MINING COMPANY", CHANGING ITS NAME FROM "INLAND STEEL MINING
COMPANY" TO "ISPAT INLAND MINING COMPANY", FILED IN THIS OFFICE ON THE
TWENTY-THIRD DAY OF NOVEMBER, A.D. 1998, AT 4:30 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[DELAWARE SECRETARY'S OFFICE SEAL]
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
0805310 8100 AUTHENTICATION: 9422514
981451705 DATE: 11-24-98
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
INLAND STEEL MINING COMPANY, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST. That the Board of Directors of INLAND STEEL MINING COMPANY, by the
unanimous written consent of its members, filed with the minutes of the board,
duly adopted resolutions setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and calling a special meeting of the sole stockholder of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of the Company be
amended by changing the First Article thereof so that, as amended, said
Article shall be and read as follows:
FIRST. The name of the corporation is
ISPAT INLAND MINING COMPANY.
SECOND. That thereafter, pursuant to the resolution of its Board of
Directors, upon written waiver of notice, and by written consent of the sole
stockholder of the corporation, the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD. That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said INLAND STEEL MINING COMPANY has caused this
certificate to be signed by Michael G. Rippey, its President, and attested by
Edward C. McCarthy, its Secretary, this 2nd day of November, 1998.
By: /s/ Peter D. Southwick
------------------------------
Peter D. Southwick
President
ATTEST:
By: /s/ Edward C. McCarthy
------------------------------
Edward C. McCarthy
Secretary
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT THE SAID "INLAND STEEL MINING COMPANY", FILED A CERTIFICATE OF
AMENDMENT, CHANGING ITS NAME TO "ISPAT INLAND MINING COMPANY", THE TWENTY-THIRD
DAY OF NOVEMBER, A.D. 1998, AT 4:30 O'CLOCK P.M.
[DELAWARE SECRETARY'S OFFICE SEAL]
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
0805310 8320 AUTHENTICATION: 9422643
981451848 DATE: 11-24-98
CERTIFICATE OF INCORPORATION
OF
INLAND STEEL MINING COMPANY
-0-0-0-
FIRST. The name of the corporation is
INLAND STEEL MINING COMPANY
SECOND. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of the registered agent at such address is The Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or promoted
by the corporation shall be to hold, lease, explore, develop, deal in, buy, sell
and otherwise acquire and dispose of mines, mining claims, minerals and mineral
rights, timber and timber rights, and any other interest or interests in real
property whatsoever; to mine, extract, treat, produce, work, smelt, convert,
process, transport, sell and otherwise dispose of ores, metals and minerals; to
construct, lease, purchase or otherwise acquire and to maintain and operate any
buildings, plants, tools, machinery and other facilities required or desirable
for the purpose of doing or performing any of the foregoing activities; and,
generally, to conduct any lawful business, execute any lawful purpose or power,
and engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware, as amended from time to time.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1000) shares, all of which shares shall
be without par value.
FIFTH. The name and mailing address of each incorporator is
as follows:
Name Mailing Address
B. A. Pennington 100 West Tenth Street Wilmington,
Delaware 19801
G. J. Coyle 100 West Tenth Street
Wilmington, Delaware 19801
R. F. Andrews 100 West Tenth Street
Wilmington, Delaware 19801
SIXTH. The corporation is to have perpetual existence.
SEVENTH. The board of directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.
EIGHTH. The books of the corporation (subject to the applicable provisions
of any Delaware statute) may be kept outside the State of Delaware at such place
or places as may be designated from time to time by the board of directors or in
the by-laws of the corporation. Unless the by-laws of the corporation shall so
provide, elections of directors need not be by written ballot.
NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 9th day of September, 1974.
B.A. Pennington
-------------------------------
G. J. Coyle
-------------------------------
R. F. Andrews
-------------------------------
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, ROBERT H. REED, Secretary of State of the State of Delaware, DO HEREBY
CERTIFY that the above and foregoing is a true and correct copy of Certificate
of Incorporation of the "INLAND STEEL MINING COMPANY", as received and filed in
this office the eleventh day of September, A. D. 1974, at 10 o'clock A. M.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
at Dover this eleventh day of September in the year of our Lord one
thousand nine hundred and seventy-four.
ROBERT H. REED
Secretary of State
G. A. BIDDLE Ass't.
Secretary of State
Secretary's Office
1855 Delaware 1793
Received for Record
September 11th, A. D. 1974.
Leo J. Dugan, Jr., Recorder.
STATE OF DELAWARE :
: SS.:
NEW CASTLE COUNTY :
Recorded in the Recorder's Office at Wilmington, in Incorporation
Record ____, Vol. ____ Page ____ &c., the 11th day of September, A. D.
1974.
Witness my hand and official seal.
Leo J. Dugan, Jr.
Recorder.
Recorders Office
New Castle Co. Del. Mercy
Justice
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