-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IWFAslR7HdvhMdEdqIeTQ24S93TRIojm/8HWvrIh+6GL5KSLntFRt9+Ll6+HTmWl HD7/SKgikHTBRjdpJD2Huw== 0000950134-03-016406.txt : 20031209 0000950134-03-016406.hdr.sgml : 20031209 20031209080110 ACCESSION NUMBER: 0000950134-03-016406 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031209 GROUP MEMBERS: GOLD FIELDS MINING CORP GROUP MEMBERS: PEABODY NATURAL RESOURCES CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA RESOURCE PARTNERS L P CENTRAL INDEX KEY: 0001144945 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 233087517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79381 FILM NUMBER: 031043610 BUSINESS ADDRESS: STREET 1: THREE RADNOR CORP CTR STREET 2: 100 MATSONFORD RD STE 230 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610 687 8900 MAIL ADDRESS: STREET 1: THREE RADNOR CORP CTR STREET 2: 100 MATSONFORD RD STE 230 CITY: RADNOR STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY CORP CENTRAL INDEX KEY: 0001064728 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 134004153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: P&L COAL HOLDINGS CORP DATE OF NAME CHANGE: 19980623 SC 13D 1 c81442sc13d.txt SCHEDULE 13D OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response....15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Penn Virginia Resource Partners, L.P. - -------------------------------------------------------------------------------- (Name of Issuer) Common units, representing limited partner interests - -------------------------------------------------------------------------------- (Title of Class of Securities) 707884102 - -------------------------------------------------------------------------------- (CUSIP Number) Nancy M. Snyder Penn Virginia Resource GP, LLC Three Radnor Corporate Center 100 Matsonford Road Suite 230 Radnor, Pennsylvania 19087 (610) 687-8900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 2002 and July 29, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (11-03) CUSIP No. 707884102 - -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Peabody Natural Resources Company 51-0332232 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 2,710,458 Units ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 2,710,458 Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,710,458 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 26.0%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- * Based on 10,425,488 Common Units outstanding as of November 1, 2003 as reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. Excludes 52,700 shares held in escrow by, and registered in the name of, U.S. Bank National Association, as escrow agent. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 707884102 - -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Gold Fields Mining Corporation 36-2079582 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) NA - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 2,710,458 Units ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 2,710,458 Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,710,458 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 26.0%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * Based on 10,425,488 Common Units outstanding as of November 1, 2003 as reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. Excludes 52,700 shares held in escrow by, and registered in the name of, U.S. Bank National Association, as escrow agent. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 707884102 - -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Peabody Energy Corporation 13-4004153 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) N/A - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 2,710,458 Units ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 2,710,458 Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,710,458 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 26.0%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) HC/CO - -------------------------------------------------------------------------------- * Based on 10,425,488 Common Units outstanding as of November 1, 2003 as reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. Excludes 52,700 shares held in escrow by, and registered in the name of, U.S. Bank National Association, as escrow agent. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Statement relates to common units, representing limited partner interests ("Common Units") of Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the "Issuer"). The address of the principal executive offices of Issuer is Three Radnor Corporate Center, 100 Matsonford Road, Suite 230, Radnor, Pennsylvania 19087. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed on behalf of the following entities, which are collectively referred to as the "Reporting Persons" in this Statement: Peabody Energy Corporation, a Delaware corporation ("Parent"), 701 Market Street Suite 760 St. Louis, Missouri 63101 Parent is the largest private-sector coal company in the world. Parent is a holding company and, through its subsidiaries, owns interests in coal operations located throughout all major U.S. coal producing regions. Gold Fields Mining Corporation, a Delaware corporation ("Gold Fields"), 14062 Denver West Parkway Suite 110 Golden, Colorado 80401-3301 Gold Fields is a direct wholly owned subsidiary of Parent and the 97% general partner of PNRC. Peabody Natural Resources Company, a Delaware general partnership ("PNRC"), 701 Market Street Suite 718 St. Louis, Missouri 63101 PNRC is an indirect wholly owned subsidiary of Parent and of Gold Fields, and is engaged in the coal business. Appendix A to this Statement includes the name, state of incorporation, principal business, and principal place of business of each general partner of PNRC. Appendix A also includes the names, residence or business addresses, citizenship and present principal occupations or employment of the executive officers and directors of (1) Parent, (2) Gold Fields and (3) each other general partner of PNRC. None of the Reporting Persons, nor to the best knowledge of the Reporting Persons any of the persons listed in Appendix A hereto, during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons may be deemed to constitute a "group" for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Statement. The Reporting Persons have entered into a Joint Filing Agreement (a copy of which is filed with this Statement as Exhibit 1 and is incorporated in this Statement by reference) pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The 2,710,458 Common Units reported in this Statement were acquired by PNRC as part of the consideration for its sale to the Issuer of all of PNRC's interest in Fieldcrest Resources LLC, which owned certain coal properties. The acquisition was made under a Purchase and Sale Agreement ("Purchase and Sale Agreement") (a copy of which is filed with this Statement as Exhibit 2 and is incorporated in this Statement by reference). Such number of units includes 1,240,833 Common Units that were issued to PNRC on July 29, 2003 on conversion of a like number of class B common units that were issued to PNRC in connection with the acquisition. ITEM 4. PURPOSE OF TRANSACTION The foregoing acquisition of Common Units was made for investment purposes only. The acquisition of Common Units was made as part of a larger transaction under the Purchase and Sale Agreement whereby Issuer purchased approximately 120 million tons of coal reserves and related assets from subsidiaries of Parent, including PNRC, for $72.5 million of cash and 2,763,158 Common Units, consisting of the 2,710,458 units reported by this Statement and 52,700 units held in escrow. As part of the larger transaction, Issuer also leased or subleased the coal reserves it purchased to subsidiaries of Parent. PNRC currently intends to sell 1,000,000 Common Units in an underwritten transaction, plus up to 150,000 additional Common Units subject to the underwriter's overallotment option. Except for that proposed sale, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the 5 persons listed on Appendix A hereto, has any current plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D promulgated under the Act. A director of the general partner of the Issuer, Richard M. Whiting, is employed by Parent as executive vice president for sales and trading. In his capacity as director, he will participate, and have the opportunity to vote on matters that are presented to the board of directors of the general partner of Issuer, including sales of assets, extraordinary corporate transactions, and changes to Issuer's capitalization, business or partnership structure. Mr. Whiting currently owns 2,000 Common Units. The Reporting Persons disclaim beneficial ownership of those units. Each of the Reporting Persons expects to evaluate on an ongoing basis Issuer's financial condition, business, operations and prospects, the market price of the Common Units, conditions in the securities markets generally, general economic and industry conditions and other factors. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, any or all of the Reporting Persons (and their respective affiliates) may purchase additional Common Units or other securities of Issuer or may sell or transfer Common Units beneficially owned by them from time to time in public or private transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of Issuer securities by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or other applicable law, as well as the Registration Rights Agreement described in Item 6 below. To the knowledge of each Reporting Person, each of the persons listed on Appendix A hereto may make similar evaluations from time to time or on an ongoing basis. In connection with the foregoing acquisition of Common Units, Parent is entitled, for so long as it and its affiliates own Common Units representing at least 5% of the number of outstanding Common Units of Issuer, to designate one director to the Board of Issuer's general partner. If the number of directors constituting Issuer's general partner increases to or exceeds eleven and the 5% ownership condition remains satisfied, then Parent would become entitled to designate to the board an aggregate number of directors equal to the product obtained by multiplying (x) one-sixth by (y) the total number of directors constituting the board (such product to be rounded up or down, as appropriate, to the nearest whole number and rounded up for 0.50). Parent designated Mr. Whiting as its nominee and he was elected to the board of directors of Issuer's general partner in January 2003. The full terms of these designation rights are provided in the Third Amended and Restated Limited Liability Company Agreement of Penn Virginia Resource GP, LLC (a copy of which is filed with this Statement as Exhibit 3 and is incorporated in this Statement by reference). For as long as either of Issuer's Lee Ranch or Federal #2 leases with Parent and its subsidiaries is in effect, Parent has the right, upon a change in control (as defined in the Purchase and Sale Agreement) of Issuer, Penn Virginia Corporation or Issuer's general partner to purchase all of the coal reserves and other related assets that Parent and its subsidiaries sold to Issuer, to the extent those assets are then owned by Issuer, at a price to be agreed upon at that time or, if the parties are unable to agree, at the fair market value as determined based on the average valuations of three designated investment banks. After December 19, 2006, as long as either of Issuer's Lee Ranch or Federal #2 leases with Parent and its subsidiaries is in effect, if Issuer receives a bona fide arms-length written offer in cash from a third party that Issuer desires to accept for the sale of (1) all of the coal reserves and other related assets that Issuer acquired from Parent and its subsidiaries, (2) all, but not less than all, of the coal reserves and other assets relating to the Lee Ranch property in New Mexico or (3) all, but not less than all, of the coal reserves and other assets relating to the Federal #2 mine in West Virginia, Issuer is required to give Parent the opportunity to purchase those assets at the price offered by the third party. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information set forth, or incorporated by reference, in Items 3, 4 and 6 of this Statement is hereby incorporated by reference. (a) Based on the information reported by Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, there were 10,425,488 Common Units outstanding as of November 1, 2003. As of December 8, 2003, PNRC owns 2,710,458 Common Units, representing 26.0% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of November 1, 2003. As of December 8, 2003, Gold Fields may be deemed to beneficially own, by virtue of its ownership of PNRC as described above, the same 2,710,458 Common Units, representing 26.0% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of November 1, 2003. As of December 8, 2003, Parent may be deemed to beneficially own, by virtue of its ownership of PNRC and Gold Fields as described above, the same 2,710,458 Common Units, representing 26.0% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of November 1, 2003. In connection with the foregoing acquisition of Common Units by PNRC, Issuer placed 52,700 Common Units in escrow pending transfer to Issuer of certain coal mineral estates in certain parcels and tracts of land. These Common Units are registered in the name of U.S. Bank National Association, as escrow agent. If the coal mineral estates are transferred to Issuer prior to the deadline in the escrow agreement, these units will be released from escrow to PNRC. (b) PNRC has sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Units beneficially owned by it as indicated above. Gold Fields, by virtue of its ownership of PNRC as described above, may be deemed to have the power to vote or direct the vote and to dispose or to direct the disposition of the Common Units beneficially owned by PNRC as indicated above. Parent, by virtue of its ownership of PNRC and Gold Fields as described above, 6 may be deemed to have the power to vote or direct the vote and to dispose or to direct the disposition of the Common Units beneficially owned by PNRC as indicated above. (c) No transactions in Common Units were effected by the Reporting Persons, or to their knowledge, any of the persons listed on Appendix A hereto, during the past sixty days. (d) No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Units owned by any Reporting Person. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth, or incorporated by reference, in Items 3 through 5 of this Statement is hereby incorporated by reference. PNRC has entered into a registration rights agreement (a copy of which is filed with this Statement as Exhibit 4 and is incorporated in this Statement by reference) covering the 2,763,158 Common Units of the Issuer that it owns or that are held in escrow. The registration rights agreement grants PNRC the right, subject to certain conditions, (1) to include its Common Units in certain underwritten offerings of securities of Issuer for Issuer's own account or for the account of affiliates of Issuer and (2) to demand that Issuer file a shelf registration statement for PNRC's Common Units and permit up to four underwritten offerings from that registration statement. The registration rights agreement contains restrictions, subject to exceptions, on the Reporting Persons ability to transfer Common Units, including (1) lock-up restrictions in connection with underwritten public offerings of Common Units for the account of Issuer or other persons and (2) restrictions on resales of Common Units prior to December 20, 2003. Issuer has agreed to waive compliance with the full holding period with respect to restrictions on resales prior to December 20, 2003 in connection with an underwritten offering under the shelf registration statement on Form S-3 (No. 333-106239) covering resales of PNRC's Common Units. Parent and its affiliates in the future may sell additional coal assets to Issuer. In contemplation of this possibility, Issuer's general partner issued a special membership interest to Parent, that entitles Parent to increased percentages, starting at 0% and increasing up to 40%, of any payments made by Issuer to its general partner in respect of Issuer's general partner's incentive distribution rights in Issuer if Parent sells to Issuer additional coal assets during the term of Issuer's leases with Parent and its subsidiaries. This special membership interest does not require Issuer to purchase any assets from Parent and the parties are not obligated to negotiate or to enter into any definitive agreement relating to any such acquisition or to consummate any such acquisition. Parent's special membership interest also may be increased in the future, to the extent, if any, that Issuer and Parent so agree if Parent identifies opportunities to Issuer that Issuer was not otherwise considering to purchase coal assets owned by third parties and Issuer acquires those assets. The full terms of the special membership interest are provided in the Third Amended and Restated Limited Liability Company Agreement of Penn Virginia Resource GP, LLC (a copy of which is filed with this Statement as Exhibit 3 and is incorporated in this Statement by reference). The special membership interest generally is a non-voting interest in Issuer's general partner. In connection with the creation of this special membership interest, Issuer also amended its partnership agreement to require the prior written consent of Parent, as the special member of Issuer's general partner, for any amendments to Issuer's partnership agreement that would have a material adverse effect on incentive distributions to Issuer's general partner with respect to the special member's interest in those distributions relative to the interest of the managing member of Issuer's general partner in those distributions. To the best of each Reporting Person's knowledge, except as described in this Statement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above, and between any such persons and any person, with respect to any securities of Issuer. 7 ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Exhibit Description 1 Joint Filing Agreement dated December 8, 2003 among Peabody Natural Resources Company, Peabody Energy Corporation and Gold Fields Mining Corporation. 2 Purchase and Sale Agreement by and among Peabody Energy Corporation, Eastern Associated Coal Corp., Peabody Natural Resources Company and Penn Virginia Resource Partners, L.P. dated as of December 19, 2002 (incorporated by reference to Exhibit 10.11 of the Issuer's Annual Report on Form 10-K/A for the year ended December 31, 2002). 3 Third Amended and Restated Limited Liability Company Agreement of Penn Virginia Resource GP, LLC (incorporated by reference to Exhibit 3.7 of the Issuer's Annual Report on Form 10-K/A for the year ended December 31, 2002). 4 Registration Rights Agreement dated as of December 19, 2002, by and between Penn Virginia Resource Partners, L.P. and Peabody Natural Resource Partners (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed on January 2, 2003). 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 8, 2003 PEABODY NATURAL RESOURCES COMPANY /s/ Roger B. Walcott, Jr. ------------------------------------------ Roger B. Walcott, Jr. President PEABODY ENERGY CORPORATION /s/ Richard A. Navarre ------------------------------------------ Richard A. Navarre Executive Vice President and Chief Financial Officer GOLD FIELDS MINING CORPORATION /s/ Robert L. Reilly ------------------------------------------ Robert L. Reilly Vice President 9 APPENDIX A PEABODY NATURAL RESOURCES COMPANY GENERAL PARTNERS Gold Fields Mining Corporation, a Delaware corporation 14062 Denver West Parkway Suite 110 Golden, Colorado 80401-3301 Gold Fields Mining Corporation is a direct wholly owned subsidiary of Parent. Peabody America, Inc., a Delaware corporation 701 Market Street Suite 720 St. Louis, Missouri 63101-1826 Peabody America, Inc. is a direct wholly owned subsidiary of Gold Fields and an indirect wholly owned subsidiary of Parent. A-1 GOLD FIELDS MINING CORPORATION BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS - ---------- ---------------- C.C. Kennedy Gold Fields Mining Corporation Vice President, Secretary 14062 Denver West Parkway, Suite 110 and General Counsel Golden, Colorado 80401-3301 Richard A. Navarre Peabody Energy Corporation Executive Vice President and 701 Market Street, Suite 760 Chief Financial Officer St. Louis, Missouri 63101 Peabody Energy Corporation Roger B. Walcott, Jr. Peabody Energy Corporation Executive Vice President -- 701 Market Street, Suite 760 Corporate Development St. Louis, Missouri 63101 Peabody Energy Corporation EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS - ---------- ---------------- Roger B. Walcott, Jr. Gold Fields Mining Corporation President 14062 Denver West Parkway, Suite 110 Golden, Colorado 80401-3301 Walter L. Hawkins, Jr. Gold Fields Mining Corporation Vice President and Assistant Treasurer 14062 Denver West Parkway, Suite 110 Golden, Colorado 80401-3301 C.C. Kennedy Gold Fields Mining Corporation Vice President, Secretary and 14062 Denver West Parkway, Suite 110 General Counsel Golden, Colorado 80401-3301 Richard A. Navarre Gold Fields Mining Corporation Vice President 14062 Denver West Parkway, Suite 110 Golden, Colorado 80401-3301 Robert L. Reilly Gold Fields Mining Corporation Vice President 14062 Denver West Parkway, Suite 110 Golden, Colorado 80401-3301 Steven F. Schaab Gold Fields Mining Corporation Vice President and Treasurer 14062 Denver West Parkway, Suite 110 Golden, Colorado 80401-3301 All above individuals are citizens of the United States. A-2 PEABODY AMERICA, INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS - ---------- ---------------- Richard A. Navarre Peabody Energy Corporation Executive Vice President and 701 Market Street, Suite 760 Chief Financial Officer St. Louis, Missouri 63101 Peabody Energy Corporation Roger B. Walcott, Jr. Peabody Energy Corporation Executive Vice President -- 701 Market Street, Suite 760 Corporate Development St. Louis, Missouri 63101 Peabody Energy Corporation EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS - ---------- ---------------- Roger B. Walcott, Jr. Peabody America, Inc. President 701 Market Street, Suite 720 St. Louis, Missouri 63101-1826 Walter L. Hawkins, Jr. Peabody America, Inc. Vice President and Assistant Treasurer 701 Market Street, Suite 720 St. Louis, Missouri 63101-1826 C.C. Kennedy Peabody America, Inc. Vice President and Secretary 701 Market Street, Suite 720 St. Louis, Missouri 63101-1826 Jeffery L. Klinger Peabody America, Inc. Vice President and Assistant Secretary 701 Market Street, Suite 720 St. Louis, Missouri 63101-1826 Robert L. Reilly Peabody America, Inc. Vice President 701 Market Street, Suite 720 St. Louis, Missouri 63101-1826 Steven F. Schaab Peabody America, Inc. Vice President and Treasurer 701 Market Street, Suite 720 St. Louis, Missouri 63101-1826 L.B. Stottlemyre Peabody America, Inc. Vice President 701 Market Street, Suite 720 St. Louis, Missouri 63101-1826 All above individuals are citizens of the United States. A-3 PEABODY ENERGY CORPORATION BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS - ---------- ---------------- Bernard J. Duroc-Danner Peabody Energy Corporation Chairman, President and 701 Market Street, Suite 760 Chief Executive Officer St. Louis, Missouri 63101 Weatherford International, Inc. Irl F. Engelhardt Peabody Energy Corporation Chairman and Chief Executive Officer 701 Market Street, Suite 760 St. Louis, Missouri 63101 William E. James Peabody Energy Corporation Founding Partner of 701 Market Street, Suite 760 RockPort Capital Partners LLC St. Louis, Missouri 63101 Robert B. Karn, III Peabody Energy Corporation Financial Consultant 701 Market Street, Suite 760 St. Louis, Missouri 63101 Henry E. Lentz Peabody Energy Corporation Consultant to Lehman Brothers Inc. 701 Market Street, Suite 760 St. Louis, Missouri 63101 William C. Rusnack Peabody Energy Corporation Former President and CEO of 701 Market Street, Suite 760 Premcor Inc. St. Louis, Missouri 63101 James R. Schlesinger, PhD Peabody Energy Corporation Chairman of the Board of Trustees of 701 Market Street, Suite 760 MITRE Corporation St. Louis, Missouri 63101 Blanche M. Touhill, PhD Peabody Energy Corporation Chancellor Emeritus and Professor Emeritus 701 Market Street, Suite 760 at the University of Missouri -- St. Louis St. Louis, Missouri 63101 Sandra Van Trease Peabody Energy Corporation President of UNICARE 701 Market Street, Suite 760 St. Louis, Missouri 63101 Alan H. Washkowitz Peabody Energy Corporation Managing Director of Lehman Brothers Inc. 701 Market Street, Suite 760 St. Louis, Missouri 63101 All above individuals are citizens of the United States. A-4 PEABODY ENERGY CORPORATION EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS - ---------- ---------------- Irl F. Engelhardt Peabody Energy Corporation Chairman and Chief Executive Officer 701 Market Street, Suite 760 St. Louis, Missouri 63101 Gregory H. Boyce Peabody Energy Corporation President and Chief Operating Officer 701 Market Street, Suite 760 St. Louis, Missouri 63101 Richard M. Whiting Peabody Energy Corporation Executive Vice President -- 701 Market Street, Suite 760 Sales and Trading St. Louis, Missouri 63101 Roger B. Walcott, Jr. Peabody Energy Corporation Executive Vice President -- 701 Market Street, Suite 760 Corporate Development St. Louis, Missouri 63101 Richard A. Navarre Peabody Energy Corporation Executive Vice President and 701 Market Street, Suite 760 Chief Financial Officer St. Louis, Missouri 63101 Fredrick D. Palmer Peabody Energy Corporation Executive Vice President -- Legal and 701 Market Street, Suite 760 External Affairs and Secretary St. Louis, Missouri 63101 Sharon D. Fiehler Peabody Energy Corporation Executive Vice President -- 701 Market Street, Suite 760 Human Resources and Administration St. Louis, Missouri 63101 Jeffery L. Klinger Peabody Energy Corporation Vice President -- Legal Services and 701 Market Street, Suite 760 Assistant Secretary St. Louis, Missouri 63101 All above individuals are citizens of the United States. A-5 EX-1 3 c81442exv1.txt JOINT FILING AGREEMENT EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D to which this Exhibit is attached and such Schedule 13D is filed on behalf of the undersigned and each other person executing this Agreement; and (ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. In witness whereof, the undersigned have caused this Agreement to be signed by their respective officers thereunto duly authorized as of December 8, 2003. PEABODY NATURAL RESOURCES COMPANY /s/ Roger B. Walcott, Jr. ------------------------------------- Roger B. Walcott, Jr. President PEABODY ENERGY CORPORATION /s/ Richard A. Navarre ------------------------------------- Richard A. Navarre Executive Vice President and Chief Financial Officer GOLD FIELDS MINING CORPORATION /s/ Robert L. Reilly ------------------------------------- Robert L. Reilly Vice President -----END PRIVACY-ENHANCED MESSAGE-----