Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4 Registration Statement HTML 1.06M
5: EX-3.10 By-Laws of Arcelormittal Usa Incoal Inc. HTML 67K
6: EX-3.11 Certificate of Incorporation of Arcelormittal HTML 44K
Minorca Mine Inc.
7: EX-3.12 By-Laws of Arcelormittal Minorca Mine Inc. HTML 56K
8: EX-3.13 Certificate of Incorporation of Arcelormittal HTML 44K
Service Inc.
9: EX-3.14 By-Laws of Arcelormittal Service Inc. HTML 57K
10: EX-3.15 Certificate of Incorporation of Arcelormittal HTML 40K
Cleveland Inc.
11: EX-3.16 By-Laws of Arcelormittal Cleveland Inc. HTML 62K
12: EX-3.17 Certificate of Incorporation of Arcelormittal HTML 41K
Weirton Inc.
13: EX-3.18 By-Laws of Arcelormittal Weirton Inc. HTML 66K
14: EX-3.19 Certificate of Incorporation of Arcelormittal HTML 37K
Hennepin Inc.
2: EX-3.2 Certificate of Formation HTML 31K
15: EX-3.20 By-Laws of Arcelormittal Hennepin Inc. HTML 63K
16: EX-3.21 Certificate of Formation of Arcelormittal Indiana HTML 33K
Harbor LLC
17: EX-3.22 Limited Liability Company Agreement HTML 52K
18: EX-3.23 Certificate of Incorporation of Arcelormittal HTML 40K
Warren Inc.
19: EX-3.24 By-Laws of Arcelormittal Warren Inc. HTML 62K
20: EX-3.25 Certificate of Incorporation of Arcelormittal HTML 41K
Riverdale Inc.
21: EX-3.26 By-Laws of Arcelormittal Riverdale Inc. HTML 66K
22: EX-3.27 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Venture Inc.
23: EX-3.28 By-Laws of Mittal Steel Usa - Venture Inc. HTML 66K
24: EX-3.29 Certificate of Formation of Arcelormittal Plate HTML 34K
LLC
3: EX-3.3 Limited Liability Company Operating Agreement HTML 54K
25: EX-3.30 Limited Liability Company Operating Agreement HTML 87K
26: EX-3.31 Certificate of Formation of Isg Sparrows Point LLC HTML 31K
27: EX-3.32 Limited Liability Company Operating Agreement HTML 86K
28: EX-3.33 Certificate of Formation of Arcelormittal Steelton HTML 34K
LLC
29: EX-3.34 Limited Liability Company Operating Agreement HTML 85K
30: EX-3.35 Certificate of Formation of Arcelormittal HTML 34K
Lackawanna LLC
31: EX-3.36 Limited Liability Company Operating Agreement HTML 81K
32: EX-3.37 Certificate of Formation of Arcelormittal Burns HTML 34K
Harbor LLC
33: EX-3.38 Limited Liability Company Operating Agreement HTML 81K
34: EX-3.39 Certificate of Formation of Arcelormittal Columbus HTML 34K
LLC
35: EX-3.40 Limited Liability Company Operating Agreement HTML 87K
36: EX-3.41 Certificate of Incorporation of Arcelormittal HTML 36K
Georgetown Inc.
37: EX-3.42 By-Laws of Arcelormittal Georgetown Inc. HTML 66K
38: EX-3.43 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Railways Inc.
39: EX-3.44 By-Laws of Mittal Steel Usa - Railways Inc. HTML 66K
40: EX-3.45 Certificate of Incorporation of Arceloemittal HTML 35K
Hibbing Inc.
41: EX-3.46 By-Laws of Arcelormittal Hibbing Inc. HTML 66K
42: EX-3.47 Articles of Incorporation of Hibbing Taconite HTML 45K
Holding Inc.
43: EX-3.48 By-Laws of Hibbing Taconite Holding Inc. HTML 66K
44: EX-3.49 Certificate of Incorporation of Isg Acquisition HTML 33K
Inc.
45: EX-3.50 By-Laws of Isg Acquisition Inc. HTML 66K
46: EX-3.51 Certificate of Incorporation of Arcelormittal Real HTML 35K
Estate Inc.
47: EX-3.52 By-Laws of Arcelormittal Real Estate Inc. HTML 66K
48: EX-3.53 Certificate of Incorporation of Arcelormittal Tow HTML 37K
Path Valley Business Park Development
Company
49: EX-3.54 By-Laws of Arcelormittal Tow Path Valley Business HTML 62K
Park Development Company
50: EX-3.55 Certificate of Formation of Arcelormittal Finance HTML 29K
LLC
51: EX-3.56 Limited Liability Company Operating Agreement HTML 53K
52: EX-3.57 Memorandum of Association and Articles of HTML 157K
Association
53: EX-3.58 Statement of Partnership Existence of HTML 30K
Arcelormittal Usa Partnership
54: EX-3.59 Agreement of Partnership of Arcelormittal Usa HTML 53K
Partnership
4: EX-3.9 Certificate of Incorporation of Arcelormittal Usa HTML 73K
Incoal Inc.
59: EX-4.10 Fifth Supplemental Indenture HTML 79K
60: EX-4.11 Sixth Supplemental Indenture HTML 80K
61: EX-4.12 Seventh Supplemental Indenture HTML 64K
62: EX-4.13 Eighth Supplemental Indenture HTML 64K
63: EX-4.15 Security Agreement HTML 158K
55: EX-4.3 Form of Fortieth Supplemental Indenture HTML 88K
56: EX-4.4 Form of Guarantee HTML 167K
57: EX-4.6 Supplemental Indenture HTML 51K
58: EX-4.7 Second Supplemental Indenture HTML 42K
64: EX-5.1 Opinion of Mayer Brown LLP HTML 39K
65: EX-5.2 Opinion of Stewart McKelvey HTML 39K
66: EX-5.3 Opinion of Bonn Schmitt Steichen HTML 35K
67: EX-12 Calculation of Ratio of Earnings to Fixed Charges HTML 36K
68: EX-23.4 Consent of Deloitte S.A. HTML 28K
69: EX-23.5 Consent of Deloitte Accountants B.V. HTML 28K
70: EX-23.6 Consent of Kpmg Audit S.A.R.L. HTML 30K
71: EX-25.1 Form T-1 Statement of Eligibility HTML 78K
72: EX-99.1 Form of Consent Letter HTML 116K
EX-3.12 — By-Laws of Arcelormittal Minorca Mine Inc.
Section 1. The registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware.
Section 2. The corporation may also have offices at such other places both within and without
the State of Delaware as the board of directors may from time to time determine or the business of
the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in
the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of Delaware as shall
be designated from time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may
be held at such time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1974, shall be held on
the second Tuesday of December if not a legal holiday, and if a legal holiday, then on the next
secular day following, at 3:30 P.M., or at such other date and time as shall be designated from
time to time by the board of directors and stated in the notice of the meeting at which they shall
elect by a plurality vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor
more than fifty days before the date of the meeting.
Section 4 The officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be held.
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The list shall also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the certificate of incorporation, may be called by the
president, and shall be called by the president or secretary at the request in writing of a
majority of the board of directors or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called, shall be given not less than
ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the
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stockholders entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express provision of statute,
of the certificate of incorporation or of these by-laws a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.
Section 11. Any action required to be taken, or which may be taken, at any meeting of
stockholders may be taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by
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all of the stockholders who would be entitled to vote upon such action if a meeting were held.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less
than three nor more than nine. The first board shall consist of three directors. Thereafter,
within the limits above specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and qualified. Directors need
not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office
until the next annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election of directors may be
held in the manner provided by statute. If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a majority of the
whole board (as constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent of the total
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number of the shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by its board of directors which
may exercise all such powers of the corporation and do all such lawful acts and things as are not
by statute or by the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The board of directors of the corporation may hold meetings, both regular and
special, either within or without the State of Delaware.
Section 2. A regular meeting of each newly elected board of directors shall be held
immediately after, and at the same place as, the annual meeting of the stockholders, without other
notice than these by-laws.
Section 3. Other regular meetings of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by the board of directors.
Section 4. Special meetings of the board may be called by the president on at least two days’
notice to each director, either personally or by mail or by telegram.
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Special meetings shall be called by the president or secretary in like manner and on like
notice on the written request of two directors.
Section 5. At all meetings of the board a majority of the directors shall constitute a quorum
for the transaction of business and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute, by the certificate of incorporation or by these by-laws. If a
quorum shall not be present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 6. Unless otherwise restricted by the certificate of incorporation or these by-laws,
any action required or permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1. The board of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of two or more of the directors of the
corporation. The board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the committee. Any such
committee, to the extent
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provided in the resolution, shall have and may exercise the powers of the board of directors
in the management of the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however, that in the
absence or disqualification of any member of such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee or committees shall
have such name or names as may be determined from time to time by resolution adopted by the board
of directors.
Section 2. Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.
ARTICLE VI
COMPENSATION OF DIRECTORS
The directors may be paid their expenses, if any, of attendance at each meeting of the board
of directors and may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee meetings.
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ARTICLE VII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall have been deposited in the United States mail. Notice to directors may also be
given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes
or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE VIII
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and
shall be a chairman of the board, a president, a secretary and a treasurer. The board of directors
may also choose one or more vice-presidents, and one or more assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.
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Section 2. The board of directors at its first meeting after each annual meeting of
stockholders shall choose a president, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed from
time to time by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are
chosen and qualify. Any officer elected or appointed by the board of directors may be removed at
any time with or without cause, by the affirmative vote of a majority of the board of directors.
Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
ARTICLE IX
DUTIES OF OFFICERS
Section 1. The chairman of the board shall preside at all meetings of the stockholders and of
the board of directors. He shall have such other duties and powers as may be assigned to him by
the board of directors.
Section 2. The president shall be the chief executive officer of the corporation, shall have
general and active management of the business of the corporation
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and shall see that all orders and resolutions of the board of directors are carried into
effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of
the corporation, except where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
Section 3. In the absence of the president or in the event of his inability or refusal to
act, the vice-president, if there be one, (or in the event there be more than one vice-president,
the vice-presidents in the order designated, or in the absence of any designation, then in the
order of their election) shall perform the duties of the president, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the president. The vice-presidents,
if any, shall perform such other duties and have such other powers as the board of directors may
from time to time prescribe.
Section 4. The secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by
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his signature or by the signature of such assistant secretary. The board of directors may
give general authority to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
Section 5. The assistant secretary, or if there be more than one, the assistant secretaries
in the order determined by the board of directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors may from time to
time prescribe.
Section 6. The treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the board of directors. He shall
disburse the funds of the corporation as may be ordered by the board of directors, taking proper
vouchers for such disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation. If required by the
board of directors, he shall give the corporation a bond (which shall be renewed every six years)
in such sum and with such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to the corporation,
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in case of his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under his control
belonging to the corporation.
Section 7. The assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the board of directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors may from time to
time prescribe.
ARTICLE X
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 1. Every holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant secretary, of the corporation,
certifying the number of shares owned by him in the corporation.
Section 2. Where a certificate is countersigned (1) by a transfer agent other than the
corporation or its employee, or, (2) by a registrar other than the corporation or its employee, any
other signature on the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar
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before such certificate is issued, it may be issued by the corporation with the same effect as
if he were such officer, transfer agent or registrar at the date of issue.
Section 3. The board of directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate
or certificates, or his legal representative, to advertise the same in such manner as it shall
require and (or) to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction upon its books.
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ARTICLE XI
FIXING RECORD DATE
In order that the corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
ARTICLE XII
REGISTERED STOCKHOLDERS
The corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends and to vote as such owner and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
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ARTICLE XIII
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of
the certificate of incorporation, if any, may be declared by the board of directors at any regular
or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of funds of the
corporation available for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE XIV
CHECKS
All checks or demands for money and notes of the corporation shall be signed by such officer
or officers or such other person or persons as the board of directors may from time to time
designate.
ARTICLE XV
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the board of directors.
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ARTICLE XVI
SEAL
The corporate seal shall have inscribed thereon the name of the corporation, the year of its
organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XVII
AMENDMENTS
These by-laws may be altered, amended or repealed or new by-laws may be adopted by the
stockholders (by the affirmative vote of a majority of the stock issued and outstanding) or by the
board of directors (by the affirmative vote of a majority of its members) at any regular meeting of
the stockholders or of the board of directors or at any special meeting of the stockholders or of
the board of directors.
