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-3.9 — Certificate of Incorporation of Arcelormittal Usa Incoal Inc.
CERTIFICATE OF INCORPORATION OF FORT WAYNE WOODVIEW MANOR CORPORATION
* * * * *
1. The name of the corporation is FORT WAYNE WOODVIEW MANOR CORPORATION.
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 purposes of the corporation are:
To acquire, own, improve, use, convey and otherwise dispose of and deal in real property or
any interest therein, and goods, wares and merchandise and personal property of every class and
description (including but not limited to ownership of a general partnership interest in a limited
partnership and the performance of all duties as a general partner incident to such ownership).
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 which the corporation shall have authority to issue is One
Thousand (1,000) of common stock; all of such shares shall be without par value.
At all elections of directors of the corporation, each stockholder shall be entitled to as
many votes as shall equal the number of votes which (except for such provision as to cumulative
voting) he would be entitled to cast for the election of directors with respect to his shares of
stock multiplied by the number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for any two or more of
them as he may see fit.
In the event that any authorized but unissued stock is to be issued, or any new class of stock
shall be created, or the authorized number of shares of any class shall be increased, or any bonds,
notes, debentures, or other securities, convertible into stock, are to be issued, the holders of
shares of the corporation, outstanding at the time such authorized but unissued stock, such new
class of stock, or such increase is offered for subscription or such bonds, notes, debentures, or
other securities, convertible into stock, are offered for sale, shall have the right to subscribe
for the shares of such authorized but unissued stock, the shares of such new class of stock, the
shares of such increased stock, or to buy such bonds, notes, debentures, or other securities,
convertible into stock, before the same is offered for public subscription or sale, in proportion
to the number of shares owned respectively by each of the holders of such stock.
5. The name and mailing address of the incorporator is as follows:
6. The names and mailing addresses of the persons who will serve as directors until the first
annual meeting of stockholders or until their successors are elected and qualify are:
NAME
MAILING ADDRESS
WILLIAM E. ROTHFELDER
30 West Monroe Street
Chicago, Illinois
ROBERT G. SMITH
30 West Monroe Street
Chicago, Illinois
MAURICE CULHANE
30 West Monroe Street
Chicago, Illinois
7. The corporation is to have perpetual existence.
8. 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.
9. 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 provisions 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. Elections of
directors need not be by written ballot unless the by-laws of the corporation shall so provide.
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 by
statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
The undersigned, being the incorporator hereinbefore named, for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware, does make this
certificate, hereby declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 26th day of February, 1975.
Agreement and Plan of Merger made and entered into this 26day of March, 1975,
between NEW WOODVIEW CORPORATION, a Delaware corporation (hereinafter referred to as the “Delaware
Corporation” or “Surviving Corporation”) and FORT WAYNE WOODVIEW MANOR CORPORATION, an Illinois
corporation (hereinafter referred to as the “Illinois Corporation”) (said corporations hereinafter
referred to jointly as the “Constituent Corporations”).
A. The Delaware Corporation is a corporation duly organized and existing under the laws of the
State of Delaware having its principal office in the State of Delaware at No. 100 West Tenth
Street, Wilmington, Delaware.
B. The Illinois Corporation is a corporation duly organized and existing under the laws of the
State of Illinois having its principal office in the State of Illinois at 30 West Monroe Street,
Chicago, Illinois.
C. The total number of shares which the Delaware corporation has authority to issue is 1,000
Common Shares of no par value, of which 100 shares are issued and outstanding.
D. The total number of shares which the Illinois Corporation has authority to issue is 10,000
Common Shares of no par value, of which 100 shares are issued and outstanding.
E. The respective boards of directors of the Delaware Corporation and the Illinois Corporation
have determined that it is advisable that the Illinois Corporation be merged into the Delaware
Corporation and have approved such merger on the terms and conditions hereinafter set forth in
accordance with applicable provisions of the laws of the States of Illinois and Delaware.
The Delaware Corporation and the Illinois Corporation hereby agree, each with the other, as
follows:
ARTICLE I
The Illinois Corporation and the Delaware Corporation shall be merged into a single
corporation, in accordance with the applicable provisions of the laws of Illinois and Delaware, by
the Illinois Corporation merging into the Delaware Corporation which shall be the continuing and
surviving corporation.
ARTICLE II
The Certificate of Incorporation of the Delaware Corporation is hereby amended by striking
Article FIRST in its entirety and substituting in lieu thereof, a new Article FIRST reading as
follows:
FIRST: The name of the corporation is FORT WAYNE WOODVIEW MANOR CORPORATION.
The Certificate of Incorporation of the Delaware Corporation, as hereinabove amended, shall
constitute the composite Certificate of Incorporation of the Surviving Corporation until further
amended in the manner provided by law, and is set forth in Schedule 1 hereto and made a part of
this Agreement and Plan of Merger with the same force and effect as if set forth in full herein.
The Certificate of Incorporation as set forth in said Schedule 1, as filed in Delaware, and
separate and apart from this Agreement and Plan of Merger may be certified separately as the
Certificate of Incorporation of the Surviving Corporation.
ARTICLE III
Upon the merger becoming effective:
1. The Constituent Corporations shall be a single corporation, which shall be the Delaware
Corporation as the Surviving Corporation, and the separate existence of the Illinois Corporation
shall cease except to the extent provided by the laws of the State of Illinois in the case of a
corporation after its merger into another corporation.
2. The Surviving Corporation shall possess all the rights, privileges, powers, immunities and
franchises, as well of a public as of a private nature, of each of the Constituent Corporations;
and all property, real, personal and mixed, and all debts due on whatever account, including
subscriptions to shares, and all other choses in action, and all and every other interest of, or
belonging to, or due to each of the Constituent Corporations, shall be taken and deemed to be
vested in the Surviving Corporation without further act or deed; and the title to all the
Constituent Corporations shall not revert or be in any way impaired by reason of the merger.
3. The Surviving Corporation shall be responsible and liable for all of the debts, duties,
liabilities and obligations of each of the Constituent Corporations of every kind and character
whatsoever; and any claim existing or action or proceeding pending by or against either of the
Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or the
Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any
liens upon the property of either of the Constituent Corporations shall be impaired by the merger.
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4. The by-laws of the Delaware Corporation as existing and constituted immediately prior to
the date of merger shall become effective shall be and constitute the by-laws of the Surviving
Corporation, until altered, amended or repealed.
5. The directors and officers of the Delaware Corporation immediately prior to the date the
merger shall become effective shall be and constitute the directors and officers of the Surviving
Corporation.
6. The 100 shares of Common Stock of the Delaware Corporation owned and held by the Illinois
Corporation immediately prior to the merger becoming effective shall be cancelled and no shares of
the Delaware Corporation shall be issued in respect thereof, and the capital account of the
Surviving Corporation shall be deemed to be reduced by the amount of $1,000, the amount represented
by said 100 shares.
7. Each of the issued Common Shares, of no par value, of the Illinois Corporation shall be and
become converted automatically by virtue of the merger, and without further action of either
Constituent Corporation or their stockholders, into one fully paid and nonassessable share of
Common Stock, of no par value, of the Surviving Corporation.
8. Each owner of an issued certificate or certificates representing Common Shares of the
Illinois Corporation shall be entitled upon surrendering such certificate or certificates to the
Surviving Corporation to receive in exchange therefore a certificate or certificates representing
the same number of shares of Common Stock of the Surviving Corporation. Until so surrendered the
issued shares of the stock of the Illinois Corporation to be converted into the stock of the
Surviving Corporation as provided herein, may be treated by the Surviving Corporation for all
corporate purposes as evidencing the ownership of shares of the Surviving Corporation as though
said surrender and exchange had taken place.
ARTICLE IV
If at any time the Surviving Corporation shall determine that any further assignment or
assurance in the law is necessary or desirable to vest in the Surviving Corporation the title to
any property or rights of the Illinois Corporation, the Illinois Corporation shall execute and make
all such proper assignments and assurances in law and do all things necessary or proper to vest
such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of
this Agreement and Plan of Merger.
ARTICLE V
The assets, liabilities, reserves and accounts of the Illinois Corporation shall be taken up
on the books of the Surviving Corporation as at the effective date of this Agreement and Plan of
Merger in the respective amounts at which they shall at the time be carried on the books of the
Illinois Corporation.
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ARTICLE VI
The Delaware Corporation, as the Surviving Corporation, shall pay all expenses of carrying
this Agreement and Plan of Merger into effect and accomplishing the merger herein provided for.
ARTICLE VII
All corporate actions, plans, policies, contracts, approvals and authorizations of the
Illinois Corporation, its shareholders, Board of Directors, committees elected or appointed by the
Board of Directors, officers and agents, which were valid and effective immediately prior to the
date of the merger becomes effective, shall be taken for all purposes as the actions, plans,
policies, contracts, approvals and authorizations of the Surviving Corporation and shall be as
effective and binding thereon as the same were with respect to the Illinois Corporation. The
employees of the Illinois Corporation shall become the employees of the Surviving Corporation and
continue to be entitled to the same rights and benefits which they enjoyed as employees of the
Illinois Corporation.
ARTICLE VIII
This Agreement and Plan of Merger shall be submitted to the shareholders and stockholders of
each of the Constituent Corporations, as provided by law, and shall take effect, and be deemed and
be taken to be the Agreement and Plan of Merger of said corporations upon the approval or adoption
thereof by holders of the common shares of the Illinois Corporation in accordance with the laws of
the State of Illinois and by the stockholders of the Delaware corporation in accordance with the
laws of the State of Delaware, and upon the execution, filing and recording of such documents and
the doing of such acts and things as shall be required for accomplishing the merger under the laws
of the State of Illinois and Delaware.
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IN WITNESS, WHEREOF, the parties to this Agreement, pursuant to the approval and authority
duly given by resolutions adopted by their respective boards of directors have caused these
presents to be executed by the President and attested by the Secretary of each party hereto, and
the corporate seal affixed.
I, Warren M. Yalowitz, Secretary of NEW WOODVIEW CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, hereby certify, as such Secretary and under the
seal of the said corporation, that the Agreement and Plan of Merger to which this certificate is
attached, after having been first duly signed on behalf of the said corporation and having been
signed on behalf of FORT WAYNE WOODVIEW MANOR CORPORATION, a corporation of the State of Illinois,
was duly adopted pursuant to section 228 of Title 8 of the Delaware Code of 1953, by the written
consent of the sole stockholder of the corporation, which Agreement and Plan of Merger was thereby
adopted as the act of the stockholder of said NEW WOODVIEW CORPORATION, and the duly adopted
agreement and act of the said corporation.
WITNESS my hand and seal of said NEW WOODVIEW CORPORATION on this 26th day of
March, 1975.
THE ABOVE AGREEMENT AND PLAN OF MERGER, having been executed on behalf of each corporate party
thereto, and having been adopted separately by each corporate party thereto, in accordance with the
provisions of the General Corporation Law of the State of Delaware, and the Business Corporation
Act of the State of Illinois, the President of each Corporate party thereto does now hereby execute
the said Agreement and Plan of Merger and the Secretary of each corporate party thereto does now
hereby attest the said Agreement and Plan of Merger under the corporate seals of their respective
corporations, by authority of the directors and stockholders thereof, as the respective act, deed
and agreement of each of said corporations, on this 26th day of March, 1975.
BE IT REMEMBERED that on this 27 day of March, 1975, personally came before me, a Notary Public in
and for the County and State aforesaid, William E. Rothfelder, President of NEW WOODVIEW
CORPORATION, a corporation of the State of Delaware and he duly executed said Agreement and Plan of
Merger before me and acknowledged the said Agreement and Plan of Merger to be his act and deed and
the act and deed of said corporation and the facts stated therein are true; and that the seal
affixed to said Agreement and Plan of Merger and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.
BE IT REMEMBERED that on this 27th day of March, 1975, personally came before me a Notary Public in
and for the County and State aforesaid, William E. Rothfelder, President of FORT WAYNE WOODVIEW
MANOR CORPORATION, a corporation of the State of Illinois, and he duly executed said Agreement and
Plan of Merger before me and acknowledged the said Agreement and Plan of Merger to be his act and
deed and the act and deed of said corporation and the facts stated therein are true; and that the
seal affixed to said Agreement and Plan of Merger and attested by the Secretary of said corporation
is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.
Fort Wayne Woodview Manor Corporation, 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 said corporation, by the unanimous written consent of
its members, filed with the minutes of the board, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of FORT
WAYNE WOODVIEW MANOR CORPORATION be amended by changing the
First Article thereof so that, as amended, said Article
shall be and read as follows:
“Article I: The name of the corporation is:
INCOAL COMPANY”
SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given
unanimous written consent to said amendment in accordance with the provisions of section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable
provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Incoal Company has caused this certificate to be signed by Frank H.
Beal, its vice president, and attested by Robert M. Leone, its Secretary, this 20th day of August,
1987.
Incoal Company (the “Corporation”), a corporation organized and existing under and by
virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by the unanimous written
consent of its members, adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Corporation.
RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST
thereof shall read in its entirety as follows:
FIRST: The name of the Corporation is:
Mittal Steel USA – Incoal Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has
given its written consent to said amendment in accordance with the provisions of Section 228 of the
DGCL.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by
its duly authorized officer this 31st day of May, 2006.
Mittal Steel USA-Incoal Inc. (the “Corporation”), a corporation organized and existing
under and by virtue of The General Corporation Law of the State of Delaware, as amended (the
“DGCL”), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by the unanimous written
consent of its members, adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Corporation.
RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST
thereof shall read in its entirety as follows:
FIRST: The name of the Corporation is:
ArcelorMittal USA Incoal Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has
given its written consent to said amendment in accordance with the provisions of Section 228 of the
DGCL.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by
its duly authorized officer this 17 day of September, 2007.