-----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, J7ZfMDOlBYz+aNycmGW0ojNGQ4EHH75UYe8410K3/jezTilJ95SsbPpFEduh3qHU mYzAXiG3oIHHWU3YUkTFxQ== 0000899140-09-001403.txt : 20090730 0000899140-09-001403.hdr.sgml : 20090730 20090730155235 ACCESSION NUMBER: 0000899140-09-001403 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090730 DATE AS OF CHANGE: 20090730 GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alpha Natural Resources, Inc. CENTRAL INDEX KEY: 0001310243 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81440 FILM NUMBER: 09973738 BUSINESS ADDRESS: STREET 1: ONE ALPHA PLACE STREET 2: P.O. BOX 2345 CITY: ABINGDON STATE: VA ZIP: 24212 BUSINESS PHONE: 276-619-4463 MAIL ADDRESS: STREET 1: ONE ALPHA PLACE STREET 2: P.O. BOX 2345 CITY: ABINGDON STATE: VA ZIP: 24212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUQUESNE CAPITAL MANAGEMENT L L C CENTRAL INDEX KEY: 0001008925 IRS NUMBER: 251772402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2579 WASHINGTON ROAD STREET 2: SUITE 322 CITY: PITTSBURGH STATE: PA ZIP: 15241 BUSINESS PHONE: 4128543112 MAIL ADDRESS: STREET 1: 2579 WASHINGTON ROAD STREET 2: SUITE 322 CITY: PITTSBURGH STATE: PA ZIP: 15241 SC 13D/A 1 d5051896a.htm FOURTH AMENDMENT

                                SECURITIES AND EXCHANGE COMMISSION

                Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Alpha Natural Resources, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

02076X 10 2

(CUSIP Number)

Gerald Kerner, Esq.

c/o Duquesne Capital Management, L. L. C.

40 West 57th Street, 25th Floor

New York, New York 10019

(212) 830-6655

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

With a copy to:

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

 

July 30, 2009

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ X ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

 


 

                                             SCHEDULE 13D

CUSIP No.      02076X 10 2

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Duquesne Capital Management, L. L. C.                                                                                 I.R.S. #25-1772402

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                      (a) [     ]

(b) [ X ]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                                                                                                                                                           [     ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

5,927,300

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,927,300

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,927,300

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                                                                                                                                                             [      ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.31%

14

TYPE OF REPORTING PERSON (See Instructions)

OO

 


 

                                                     SCHEDULE 13D

CUSIP No.      02076X 10 2

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Stanley F. Druckenmiller

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                      (a) [     ]

(b) [ X ]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
                                                                                                                                                                                            [      ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

5,927,300

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,927,300

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,927,300

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
                                                                                                                                                                                              [       ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.31%

14

TYPE OF REPORTING PERSON (See Instructions)

IN

 


 

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on July 16, 2009, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on July 20, 2009, as amended by Amendment No. 2 thereto filed with the Securities and Exchange Commission on July 23, 2009 and as further amended by Amendment No. 3 thereto filed with the Securities and Exchange Commission on July 28, 2009 (as amended, the “Current Schedule 13D”) on behalf of Duquesne Capital Management, L. L. C., a Pennsylvania limited liability company (“Duquesne Capital”), and Mr. Stanley F. Druckenmiller with respect to the beneficial ownership of the shares of the common stock, par value $0.01 per share (the “Common Stock”), of Alpha Natural Resources, Inc., a Delaware corporation (the “Company”).

 

Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Current Schedule 13D.

 

 

Item 4.

Purpose of Transaction.

The second paragraph of Item 4 of the Current Schedule 13D is hereby amended by adding the following to the end of the paragraph:

 

On July 30, 2009, the Reporting Persons issued a press release reconfirming that they intend to vote the Shares against the proposed merger between the Company and Foundation Coal Holdings, Inc. A copy of the press release is attached hereto as Exhibit 99.5.

 

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Current Schedule 13D is hereby amended to add the following exhibit:

 

 

Exhibit 99.5.

Press Release, dated July 30, 2009.

 

[The remainder of this page is intentionally left blank.]


 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: July 30, 2009

DUQUESNE CAPITAL MANAGEMENT, L. L. C.

By:/s/ Gerald Kerner
Name: Gerald Kerner
Title: Managing Director

 

 

Dated: July 30, 2009

STANLEY F. DRUCKENMILLER

By:/s/ Gerald Kerner
Name: Gerald Kerner
Title: Attorney-In-Fact**

 

 

 

** Power of Attorney given by Mr. Druckenmiller was previously filed with the Securities and Exchange Commission on June 24, 2009 as an exhibit to a statement on Schedule 13G filed by Duquesne Capital Management, L. L. C. and Mr. Druckenmiller with respect to Alpha Natural Resources, Inc.

 

 

 

 

EX-99.5 3 d5051896b.htm PRESS RELEASE

Exhibit 99.5

 

Duquesne Capital Management Reconfirms Vote Against Alpha Natural Resources’ Proposed Merger

 

Considers Impact of $14.9 Million Severance and Rehiring Payments to ANR CEO & Chairman Triggered by Transaction

 

New York, July 30, 2009 -- Duquesne Capital Management, L.L.C. (Duquesne), the largest shareholder of Alpha Natural Resources, Inc. (ANR), reconfirmed today that it is voting against the proposed merger with Foundation Coal Holdings, Inc. (FCL).

 

Duquesne noted that ANR has disclosed that its CEO and Chairman will, under his employment agreement, be treated as if he were terminated without cause if the transaction is consummated, thereby triggering a variety of payments to him totaling more than $14.9 million, despite the fact that he is expected to continue as Executive Chairman of the Board of Directors following the proposed transaction. Duquesne understands that the payments will consist of the following components, some of which are based on being terminated, and one of which is based on being rehired:

 

Compensation

 

Shares

 

Closing Share Price on July 29th

 

Cash

Cash Severance

 

 

 

 

 

$3,200,000

Retention Equity

 

108,304

 

$30.99

 

$3,356,341

Restricted Shares Vested

 

92,197

 

$30.99

 

$2,857,185

Performance Shares Vested

 

177,321

 

$30.99

 

$5,495,178

 

 

 

 

 

 

$14,908,704

 

Duquesne sees that the price of thermal coal in the US market has been substantially weakening, while the price of metallurgical coal in the international market has been strongly appreciating and views both trends as continuing, and in the face of that, ANR persists in being bearish on metallurgical coal and bullish on US thermal coal, in both instances running contrary to fundamental changes in the market that its competitors acknowledge. ANR has failed to revalue the proposed merger as well as FCL 2010 EBITDA guidance based on current market prices for coal, while clinging to outdated assumptions to justify the merger as accretive to earnings for ANR shareholders. Duquesne believes that the evidence is clear that it is not accretive, and that ANR's judgments have been swayed inappropriately.

 

 

*

*

*

 

Duquesne Capital Management, L.L.C., is an investment management firm with offices in New York and Pittsburgh, and provides investment management services to a small number of institutional clients. Duquesne is not accepting additional clients.

 


 

Not a Proxy Statement

 

This press release only reflects Duquesne Capital Management's voting decision and expresses Duquesne's reasons for that decision; it is not a proxy statement and it does not constitute a solicitation of proxies from the shareholders of Alpha Natural Resources, Inc. or Foundation Coal Holdings, Inc.

 

Gerald Kerner, 1 212 830 6655, of Duquesne Capital Management, L.L.C.

 

 

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