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
EX-3.7 — Certificate of Incorporation
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Exhibit 3.7
CERTIFICATE OF INCORPORATION
OF
BURNHAM TRUCKING COMPANY, INC.
* * * * *
1. The name of the corporation is BURNHAM TRUCKING
COMPANY, INC.
2. 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 its registered agent at such address is The Corporation
Trust Company.
3. The nature of the business or purposes to be
conducted or promoted is:
To engage in and carry on the business of receiving, carrying,
transporting and delivering for compensation, merchandise of every kind and by
fixed routes or otherwise; to engage in and carry on a general trucking and
contracting business and to do all things necessary or incidental thereto.
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the
corporation shall have authority to issue is fifty thousand (50,000) and the par
value of each of such shares in Ten Dollars ($10.00) amounting in the aggregate
to Five Hundred Thousand Dollars ($500,000.00).
The holders of Common stock shall, upon the issue or sale of
shares of stock of any class (whether now or hereafter authorized) or any
securities convertible into such stock, have the right, during such period of
time and on such conditions as the board of directors shall prescribe, to
subscribe to and purchase such shares or securities in proportion to their
respective
holdings of Common stock, at such price or prices as the board of directors may
from time to time fix and as may be permitted by law.
5. A. The name and mailing address of each
incorporator is as follows:
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NAME MAILING ADDRESS
-------------- --------------------------
M. A. Ferrucci 100 West Tenth Street
Wilmington, Delaware 19801
R. F. Andrews 100 West Tenth
Street Wilmington,
Delaware 19801
W. J. Reif 100 West Tenth
Street Wilmington,
Delaware 19801
5. B. The name and mailing address of each person,
who is to serve as a director until the first annual meeting of the stockholders
or until a successor is elected and qualified, is as follows:
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NAME MAILING ADDRESS
-------------- ------------------------
J. G. Mack, Jr. 30 West Monroe Street
Chicago, Illinois 60603
L. D. Curotto Box 1009
Melrose Park, Illinois
60161
W. E. Falberg Box 1009
Melrose Park, Illinois
60161
G. Stehlik P.O. Box 393
Milwaukee, Wisconsin
53201
J. P. Regan P.O. Box 393
Milwaukee, Wisconsin
53201
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
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Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) 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.
9. Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
10. 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
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by statute, and all rights conferred upon stockholders herein are granted
subject to this reservation.
11. 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 18th
day of December, 1978.
M.A. Ferrucci
-------------------------------------
M. A. Ferrucci
R. F. Andrews
-------------------------------------
R. F. Andrews
W. J. Reif
-------------------------------------
W. J. Reif
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