Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Peabody Energy Corporation HTML 2.69M
2: EX-1 Purchase Agreement 35 170K
7: EX-3.10 By-Laws of Beaver Dam Coal Company 6 60K
49: EX-3.107 Certificate of Formation of Peabody Archveyor, LLC 2 48K
50: EX-3.108 Limited Liability Company Agreegent of Peabody 7 64K
8: EX-3.11 Certificate of Incorporation of Big Ridge, Inc. 24 123K
51: EX-3.113 Certificate of Incorporation of Peabody Coal Co. 26 97K
52: EX-3.117 Certificate of Formation of Peabody Development 1 47K
53: EX-3.118 Limited Liability Company Agreement 16 97K
54: EX-3.119 Certificate of Incorporation of Peabody Energy 4 55K
9: EX-3.12 By-Laws of Big Ridge, Inc. 17 93K
55: EX-3.120 By-Laws of Peabody Energy Generation Holding Co. 17 76K
56: EX-3.121 Certificate of Incorporation of Peabody Energy 5 55K
57: EX-3.122 By-Laws of Peabody Energy Investments, Inc. 17 76K
58: EX-3.127 Certificate of Formation of Peabody Natural Gas 1 47K
59: EX-3.128 Limited Liability Company Agreement of Peabody 17 96K
60: EX-3.129 Statement of Partnership Existence 1 47K
61: EX-3.130 By-Laws of Peabody Natural Resources Company 10 72K
62: EX-3.131 Certificate of Formation 2 48K
63: EX-3.132 Limited Liability Company Agreement 7 65K
64: EX-3.133 Certificate of Incorporation of Peabody Southwest. 3 53K
65: EX-3.134 By-Laws of Peabody Southwestern Coal Company 17 76K
66: EX-3.139 Certificate of Formation of Peabody-Waterside 1 48K
67: EX-3.140 Limited Liability Company Agreement 7 66K
68: EX-3.145 Certificate of Formation of Pond Creek Land 1 47K
69: EX-3.146 Limited Liability Company Agreement of Pond Creek 7 64K
70: EX-3.147 Certificate of Incorporation of Pond River Land Co 4 54K
71: EX-3.148 By-Laws of Pond River Land Company 17 76K
72: EX-3.149 Certificate of Formation of Porcupine Production 1 47K
10: EX-3.15 Third Amended and Restated Partnership Agreement 83 213K
73: EX-3.150 Limited Liability Company Agreement of Porcupine 17 96K
74: EX-3.151 Certificate of Formation of Porcupine Transport. 1 47K
75: EX-3.152 Limited Liability Company Agreement of Porcupine 17 96K
76: EX-3.153 Certificate of Incorporation of Powder River Coal 11 72K
77: EX-3.155 Certificate of Fomation of Prairie State Generatin 1 47K
78: EX-3.156 Limited Liability Company of Prairie State 7 65K
79: EX-3.159 Certificate of Incorporation of Rivers Edge Mining 5 57K
11: EX-3.16 Amended and Restated Partnership Agreement 52 178K
80: EX-3.160 By-Laws of Rivers Edge Minging, Inc. 17 76K
81: EX-3.169 Certificate of Formation of Star Lake Energy Co. 2 49K
12: EX-3.17 Certificate of Formation of Black Beauty Holding 1 48K
82: EX-3.170 Limited Liability Company Agreement of Star Lake 7 64K
83: EX-3.173 Partnership Agreement of Sugar Camp Properties 47 141K
84: EX-3.176 Certificate of Formation 2 50K
85: EX-3.177 Limited Liability Company Agreement 7 63K
86: EX-3.178 Certificate of Formation of Thoroughbrred Mining 1 46K
87: EX-3.179 LLC Agreement of Thoroughbred Mining Company, LLC 7 64K
13: EX-3.18 Limited Liability Company Agreement 7 64K
88: EX-3.180 Certificate of Incorporation of Yankeetown Dock 36 133K
89: EX-3.181 By-Laws of Yankeetown Dock Corporation 8 64K
14: EX-3.19 Articles of Incorporation of Black Beauty Mining 2 50K
15: EX-3.20 By-Laws of Black Beauty Mining, Inc. 10 70K
16: EX-3.21 Amended and Restated Articles of Incorporation 10 70K
17: EX-3.22 By-Laws of Black Beauty Resources, Inc. 22 103K
18: EX-3.23 Articles of Incorp of Black Beauty Underground 2 50K
19: EX-3.24 By-Laws of Black Beauty Underground, Inc. 8 67K
20: EX-3.25 Certificate of Incorporation of Black Walnut Coal 4 52K
21: EX-3.26 By-Laws of Black Walnut Coal Company 17 76K
22: EX-3.33 Certificate of Incorporation of Cleaton Coal Co. 4 55K
23: EX-3.34 By-Laws of Cleaton Coal Company 17 76K
24: EX-3.36 By-Laws of Coal Properties Corp 23 77K
3: EX-3.4 By-Laws of Affinity Mining Company 14 83K
25: EX-3.42 Certificate of Incorporation of Cyprus Creek Land 4 54K
26: EX-3.43 By-Laws of Cyprus Creek Land Company 17 76K
27: EX-3.44 Certificate of Formation of Cyprus Creek Land 1 47K
28: EX-3.45 Limited Liability Company Agreement 7 64K
29: EX-3.48 Partnership Agreement of Eagle Coal Company 50 149K
30: EX-3.49 Certificate of Incorporation of Eastern Associated 17 79K
4: EX-3.5 Ceritficate of Existence of Arclar Company, LLC 7 62K
31: EX-3.50 By-Laws of Eastern Associated Coal Corp. 27 120K
32: EX-3.53 Ceritficate of Organization of Empire Marine, LLC 1 47K
33: EX-3.54 Articles of Organization of Empire Marine, LLC 3 51K
34: EX-3.55 Amended and Restated Partnership Agreement 50 150K
35: EX-3.56 Certificate of Incoporation of Gallo Finance Co. 5 59K
36: EX-3.57 By-Laws of Gallo Finance Company 19 77K
37: EX-3.58 Articles of Organization of Gibco Motor Express 1 48K
38: EX-3.59 Operating Agreement of Gibco Motor Express, LLC 8 69K
5: EX-3.6 Second Amended and Restated Operating Agreement 31 174K
39: EX-3.71 Certificate of Incorporation of Highland Mining Co 4 57K
40: EX-3.72 By-Laws of Highland Mining Company 17 76K
41: EX-3.73 Certificate of Incorporation of Highwall Mining 4 52K
42: EX-3.74 By-Laws of Highwall Mining Services Company 17 76K
43: EX-3.83 Certificate of Incorporation of Jarrell's Branch 4 54K
44: EX-3.84 By-Laws of Jarrell's Branch Coal Company 17 76K
45: EX-3.89 Certificate of Incorporation of Logan Fork Coal Co 4 54K
6: EX-3.9 Certificate of Incorporation of Beaver Dam Coal Co 31 103K
46: EX-3.90 By-Laws of Logan Fork Coal Company 16 75K
47: EX-3.97 Certificate of Formation of Mustang Energy Co. LLC 2 49K
48: EX-3.98 Limited Liability Company Agreement of Mustang 7 63K
90: EX-4.3 First Supplemental Senior Note Indenture 11 73K
91: EX-5 Opinion of Simpson Thacher & Bartlett LLP 7 62K
92: EX-10.2 Amended and Restated Guarantee & Collateral Agrmt 107 489K
93: EX-10.3 Subordination Agreement 30 135K
94: EX-11 Statement of Computation of Per Share Earnings 1 51K
95: EX-12 Statement of Computation of Ratios 2± 54K
96: EX-21 List of Subsidiaries of the Registrant 3 56K
97: EX-23.2 Consent of Ernst & Young LLP 1 47K
98: EX-23.3 Consent of Marshall Miller & Associates 1 47K
99: EX-25 Statement of Eligibility of Trustee 5 60K
100: EX-99.1 Form of Letter of Transmittal 17 131K
101: EX-99.2 Form of Notice of Guaranteed Delivery 4 61K
102: EX-99.3 Form of Letter to Nominees 2 54K
103: EX-99.4 Form of Letter to Clients 4 57K
EX-3.56 — Certificate of Incoporation of Gallo Finance Co.
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Exhibit 3.56
CERTIFICATE OF INCORPORATION
OF
LEE RANCH COAL COMPANY
* * * * *
1. The name of the corporation is Lee Ranch Coal Company.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange 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 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: One Hundred (100) Common Stock and the par value of
each of such shares is Ten Dollars and Zero Cents ($10) amounting in the
aggregate to One Thousand Dollars and Zero Cents ($1,000.00)
5. The name and mailing address of each incorporator is as follows:
[Download Table]
NAME MAILING ADDRESS
---- ---------------
M. A. Brzoska 1209 Orange Street
Wilmington, DE 19801
D. J. Murphy 1209 Orange Street
Wilmington, DE 19801
L. J. Vitalo 1209 Orange Street
Wilmington, DE 19801
STATE Of DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 06/23/1998
981242291 - 2910170
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:
[Download Table]
NAME MAILING ADDRESS
---- ---------------
George J. Holway 701 Market Street
Suite 825
St. Louis, MO 63101
Douglas A. Wagner 341A Antelope Road
Wright, Wyoming 82732
Richard M. Whiting 701 Market Street
Suite 700
St. Louis, MO 63101
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.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
To designate one or more committees, each committee to consist of one
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. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members 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. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority 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; but no such committee shall have the power or authority in reference
to the following matters: (ii) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.
-2-
When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
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. 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.
10. A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stock-holders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
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 23rd day of
June, 1998
/s/ M.A. Brzoska
--------------------
M.A. Brzoska
/s/ D.J. Murphy
--------------------
D.J. Murphy
/s/ L.J. Vitalo
--------------------
L.J. Vitalo
-3-
STATE Of DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:30 PM 06/25/1998
981247055 - 2910170
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
LEE RANCH COAL COMPANY
We, the undersigned, being a majority of the directors of Lee Ranch
Coal Company, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DO HEREBY CERTIFY:
FIRST: That the name of the Certificate of Incorporation be and it
hereby is amended to read as follows: GALLO FINANCE COMPANY
SECOND: That the corporation has not received any payment for any of
its stock.
THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware
IN WITNESS WHEREOF, we have signed this certificate this 24th day of
June, 1998.
/s/ George J. Holway
------------------------
George J. Holway
/s/ Richard M. Whiting
------------------------
Richard M. Whiting
IN WITNESS WHEREOF, said LEE RANCH COAL COMPANY has caused this
Certificate to be signed by George J. Holway and Richard M. Whiting, its
Directors, this 24th day of June, 1998.
[SEAL] /S/ Carol A. Prunty
--------------------
Notary Public
My Certificate Expires: December 22,1998
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