-----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, OMVprLuqg+nO8Q/An2jsTzu3Kf4en/pMk1uMVZFD+WjT9C3KooeUvrU5+DR7bALd 3POiuhhnxZ+6ja2upZougA== 0000898431-97-000220.txt : 19970805 0000898431-97-000220.hdr.sgml : 19970805 ACCESSION NUMBER: 0000898431-97-000220 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970804 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCH COAL INC CENTRAL INDEX KEY: 0001037676 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 430921172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13105 FILM NUMBER: 97650870 BUSINESS ADDRESS: STREET 1: CITYPLACE ONE SUITE 300 CITY: CREVE COEUR STATE: MO ZIP: 63141 BUSINESS PHONE: 3149942700 MAIL ADDRESS: STREET 1: CITYPLACE ONE SUITE 300 CITY: CREVE COEUR STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: ARCH MINERAL CORP DATE OF NAME CHANGE: 19970411 11-K 1 11-K FOR ARCH COAL, INC. FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____. Commission file number 1-13105. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Arch Coal, Inc. and Subsidiaries Employee Thrift Plan. B. Name of issuer of the securities to be held pursuant to the plan and the address of its principal executive office: Arch Coal, Inc., Suite 300, CityPlace One, St. Louis, Missouri 63141. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Pension Committee of Arch Coal, Inc.: We have audited the accompanying financial statements of the Arch Coal, Inc. and Subsidiaries Employee Thrift Plan (the Plan) as of December 31, 1996 and 1995, and for the year ended December 31, 1996, as listed in the accompanying table of contents. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995, and the changes in its net assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying table of contents, are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN LLP St. Louis, Missouri, July 11, 1997 ARCH COAL, INC. AND SUBSIDIARIES EMPLOYEE THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996
Participant-Directed - ----------------------------------------------------------------------------------------------------------------- Intermediate High Government Select Yield Total Industrial Bond Income Bond Return Income Fund Fund Fund Fund Fund ---------------- --------------- ----------- -------------- --------------- ASSETS: -- Investments at fair value- Intermediate Government Bond Fund 8,323,729 $ -- $ -- $ -- $ -- Select Income Fund -- 7,030,008 -- -- -- High Yield Bond Fund -- -- 2,046,421 -- -- Total Return Fund -- -- -- 14,231,068 -- Industrial Income Fund -- -- -- -- 11,578,106 Dynamics Fund -- -- -- -- -- International Growth Fund -- -- -- -- -- Emerging Growth Fund -- -- -- -- -- Capital Preservation Fund -- -- -- -- -- Loans to participants -- -- -- -- -- --------- --------- --------- ---------- ---------- Total investments 8,323,729 7,030,008 2,046,421 14,231,068 11,578,106 --------- --------- --------- ---------- ---------- Receivables- Loan payments -- -- -- -- -- Participant contributions 22,500 17,388 6,495 35,958 21,523 Employer contributions 16,154 11,205 3,935 23,239 12,967 --------- --------- --------- ---------- ---------- Total receivables 38,654 28,593 10,430 59,197 34,490 --------- --------- --------- ---------- ---------- Total assets 8,362,383 7,058,601 2,056,851 14,290,265 11,612,596 LIABILITIES: Administrative expenses payable (2,828) (2,389) (695) (4,835) (3,934) --------- --------- --------- ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 8,359,555 $ 7,056,212 $ 2,056,156 $14,285,430 $11,608,662 ========= ========= ========= ========== ========== STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 (CONT'D) Nonparticipant- Participant-Directed Directed - ------------------------------------------------------------------------------------------------------- ----------- ------------- International Emerging Capital Dynamics Growth Growth Preservation Loan Fund Fund Fund Fund Fund Total ----------------- ------------- ---------------- ------------------- ----------- ------------- ASSETS: -- -- -- -- Investments at fair value- Intermediate Government Bond Fund $ -- $ -- $ -- $ -- $ -- $ 8,323,729 Select Income Fund -- -- -- -- -- 7,030,008 High Yield Bond Fund -- -- -- -- -- 2,046,421 Total Return Fund -- -- -- -- -- 14,231,068 Industrial Income Fund -- -- -- -- -- 11,578,106 Dynamics Fund 8,851,312 -- -- -- -- 8,851,312 International Growth Fund -- 1,780,162 -- -- -- 1,780,162 Emerging Growth Fund -- -- 2,521,986 -- -- 2,521,986 Capital Preservation Fund -- -- -- 21,018,056 -- 21,018,056 Loans to participants -- -- -- -- 4,750,950 4,750,950 --------- --------- --------- ---------- --------- ---------- Total investments 8,851,312 1,780,162 2,521,986 21,018,056 4,750,950 82,131,798 --------- --------- --------- ---------- --------- ---------- Receivables- Loan payments -- -- -- -- 75,006 75,006 Participant contributions 24,550 5,620 6,387 47,255 -- 187,676 Employer contributions 14,635 3,258 3,512 31,691 -- 120,596 --------- --------- --------- -------- -------- --------- Total receivables 39,185 8,878 9,899 78,946 75,006 383,278 ---------- --------- -------- ---------- --------- ---------- Total assets 8,890,497 1,789,040 2,531,885 21,097,002 4,825,956 82,515,076 LIABILITIES: Administrative expenses payable (3,007) (605) (857) (7,141) (1,024) (27,315) --------- --------- --------- --------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $8,887,490 $1,788,435 $ 2,531,028 $21,089,861 $4,824,932 $82,487,761 ========= ========= ========= ========== ========= ========== The accompanying notes are an integral part of this statement.
ARCH COAL, INC. AND SUBSIDIARIES EMPLOYEE THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995
Participant-Directed - ---------------------------------------------------------------------------------------------------------------------- Intermediate High Government Select Yield Total Industrial Bond Income Bond Return Income Fund Fund Fund Fund Fund ---------------- --------------- ----------- -------------- --------------- ASSETS: -- -- Investments at fair value- Intermediate Government Bond Fund $ 9,345,145 $ -- $ -- $ -- $ -- Select Income Fund -- 7,376,373 -- -- -- High Yield Bond Fund -- -- 1,687,505 -- -- Total Return Fund -- -- -- 13,179,418 -- Industrial Income Fund -- -- -- -- 9,816,362 Dynamics Fund -- -- -- -- -- International Growth Fund -- -- -- -- -- Emerging Growth Fund -- -- -- -- -- Capital Preservation Fund -- -- -- -- -- Loans to participants -- -- -- -- -- --------- --------- --------- ---------- --------- Total investments 9,345,145 7,376,373 1,687,505 13,179,418 9,816,362 --------- --------- --------- ---------- --------- Receivables- Loan payments -- -- -- -- -- Participant contributions 17,716 14,136 4,763 24,975 16,970 Employer contributions 12,846 9,402 2,958 16,509 10,201 --------- --------- --------- ---------- --------- Total receivables 30,562 23,538 7,721 41,484 27,171 --------- --------- --------- ---------- --------- Total assets 9,375,707 7,399,911 1,695,226 13,220,902 9,843,533 LIABILITIES: Administrative expenses payable (3,048) (2,406) (550) (4,299) (3,202) --------- --------- --------- ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 9,372,659 $ 7,397,505 $ 1,694,676 $ 13,216,603 $ 9,840,331 ========= ========= ========= ========== ========= STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 (CONT'D) Nonparticipant- Participant-Directed Directed - ---------------------------------------------------------------------------------------------------- -------------- ------------- International Emerging Capital Dynamics Growth Growth Preservation Loan Fund Fund Fund Fund Fund Total ----------------- ------------- ---------------- -------------- ---------- ------------- ASSETS: -- -- Investments at fair value- Intermediate Government Bond Fund $ -- $ -- $ -- $ -- $ -- $ 9,345,145 Select Income Fund -- -- -- -- -- 7,376,373 High Yield Bond Fund -- -- -- -- -- 1,687,505 Total Return Fund -- -- -- -- -- 13,179,418 Industrial Income Fund -- -- -- -- -- 9,816,362 Dynamics Fund 6,653,075 -- -- -- -- 6,653,075 International Growth Fund -- 1,446,630 -- -- -- 1,446,630 Emerging Growth Fund -- -- 796,555 -- -- 796,555 Capital Preservation Fund -- -- -- 21,733,137 -- 21,733,137 Loans to participants -- -- -- -- 4,623,242 4,623,242 --------- --------- --------- ---------- ---------- ----------- Total investments 6,653,075 1,446,630 796,555 21,733,137 4,623,242 76,657,442 --------- --------- --------- ---------- ---------- ----------- Receivables- Loan payments -- -- -- -- 45,803 45,803 Participant contributions 13,499 4,371 1,289 36,917 -- 134,636 Employer contributions 8,254 2,599 741 23,465 -- 86,975 --------- --------- --------- ---------- ---------- ---------- Total receivables 21,753 6,970 2,030 60,382 45,803 267,414 --------- --------- --------- ---------- ---------- ---------- Total assets 6,674,828 1,453,600 798,585 21,793,519 4,669,045 76,924,856 LIABILITIES: Administrative expenses payable (2,170) (472) (260) (7,089) (382) (23,878) --------- --------- --------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 6,672,658 $ 1,453,128 $ 798,325 $ 21,786,430 $ 4,668,663 $ 76,900,978 ========= ========= ======= ========= ========= =========== The accompanying notes are an integral part of this statement.
ARCH COAL, INC. AND SUBSIDIARIES EMPLOYEE THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996
Participant-Directed - ---------------------------------------------------------------------------------------------------------------------- Intermediate High Government Select Yield Total Industrial Bond Income Bond Return Income Fund Fund Fund Fund Fund ---------------- ------------- ------------- ------------- --------------- ADDITIONS: -- -- -- Investment income- Net appreciation (depreciation)in fair value of investments $ (379,948) $ (218,456) $ 73,771 $ 1,142,739 $ 603,331 Dividends 482,952 535,473 171,559 534,911 1,062,618 Interest on loans 44,418 31,718 10,022 61,811 40,437 Loans issued (349,084) (221,242) (78,608) (446,371) (266,483) Loan principal payments 250,565 161,555 56,753 372,364 221,752 Participant contributions 648,521 500,735 187,552 1,039,798 620,331 Participant rollovers 18,679 24,264 16,086 23,709 31,531 Employer contributions 450,157 310,534 107,212 645,209 356,965 --------- --------- --------- ---------- ---------- Total additions 1,166,260 1,124,581 544,347 3,374,170 2,670,482 --------- --------- --------- ---------- ---------- DEDUCTIONS: Benefits paid to participants (1,102,534) (788,630) (179,465) (1,738,552) (946,298) Administrative expenses (3,127) (1,546) (742) (4,018) (2,285) Other -- -- -- (169) -- --------- --------- --------- ---------- --------- Total deductions (1,105,661) (790,176) (180,207) (1,742,739) (948,583) --------- --------- --------- ---------- --------- TRANSFERS (FROM) TO FUNDS (1,073,703) (675,698) (2,660) (562,604) 46,432 --------- --------- --------- --------- --------- Net increase (decrease) (1,013,104) (341,293) 361,480 1,068,827 1,768,331 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 9,372,659 7,397,505 1,694,676 13,216,603 9,840,331 --------- --------- --------- ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 8,359,555 $ 7,056,212 $ 2,056,156 $ 14,285,430 $11,608,662 ========= ========= ========= ========== ========== STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 (CONT'D) Nonparticipant- Participant-Directed Directed - ------------------------------------------------------------------------------------------------------- ----------- ------------ International Emerging Capital Dynamics Growth Growth Preservation Loan Fund Fund Fund Fund Fund Total ------------ ------------- -------------- -------------- ---------- ------------ ADDITIONS: -- -- -- Investment income- Net appreciation (depreciation) in fair value of investments $ 312,007 $ 101,069 $ 2,931 $ 1,326,279 $ -- $ 2,963,723 Dividends 817,456 91,406 104,108 -- -- 3,800,483 Interest on loans 35,753 8,103 6,716 103,842 -- 342,820 Loans issued (325,699) (55,542) (43,805) (763,301) 2,550,135 -- Loan principal payments 227,375 47,571 40,191 538,740 (1,916,866) -- Participant contributions 713,442 162,046 187,829 1,362,382 29,203 5,451,839 Participant rollovers 36,830 6,526 21,604 2,619 -- 181,848 Employer contributions 405,769 90,023 100,610 951,137 -- 3,417,616 --------- --------- --------- --------- ---------- ---------- Total additions 2,222,933 451,202 420,184 3,521,698 662,472 16,158,329 --------- --------- --------- --------- ---------- ---------- DEDUCTIONS: Benefits paid to participants (690,493) (140,383) (97,233) (4,301,601) (504,662) (10,489,851) Administrative expenses (3,011) (468) (964) (57,717) (642) (74,520) Other (5,873) -- -- (234) (899) (7,175) --------- --------- --------- --------- --------- ---------- Total deductions (699,377) (140,851) (98,197) (4,359,552) (506,203) (10,571,546) --------- --------- --------- --------- ---------- ---------- TRANSFERS (FROM) TO FUNDS 691,276 24,956 1,410,716 141,285 -- -- --------- --------- --------- --------- ---------- ---------- Net increase (decrease) 2,214,832 335,307 1,732,703 (696,569) 156,269 5,586,783 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 6,672,658 1,453,128 798,325 21,786,430 4,668,663 76,900,978 --------- --------- --------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 8,887,490 $ 1,788,435 $ 2,531,028 $ 21,089,861 $ 4,824,932 $ 82,487,761 ========= ========= ========= ========== ========= ========== The accompanying notes are an integral part of this statement.
ARCH COAL, INC. AND SUBSIDIARIES EMPLOYEE THRIFT PLAN NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1996 AND 1995 1. PLAN DESCRIPTION: The following description of the Arch Coal, Inc. and Subsidiaries Employee Thrift Plan (the Plan) (formerly known as the Arch Mineral Corporation Employee Thrift Plan), is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the plan document. General The Plan is a defined contribution plan established by Arch Coal, Inc. and affiliates (the Employer) under the provisions of Section 401(a) of the Internal Revenue Code (IRC), which includes a qualified deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible salaried and nonunion hourly employees. All hourly employees received separate benefits under a subordinate plan, the Retirement Savings Plan, until July 1, 1992, when they were given the same benefits as salaried employees. The Plan was amended and restated during 1994. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Employer is the plan administrator. A Pension Committee oversees the activities of the Plan as agent of the Employer. INVESCO Retirement Plan Services (INVESCO) is the Plan's trustee. Benefit Services Corp. is the Plan's record keeper. Plan Amendment During 1995, the Plan's payroll deferral provisions were revised for employees of Paint Creek Terminal, Inc. and the Ridgeline Mine. Contributions Participants may contribute up to 16% of gross wages, as defined by the Plan. The Employer contributes an amount equal to 100% of the first 6% contributed by each participant. Participants and the Employer contribute biweekly. Ridgeline Mine employees may contribute only up to 10% of gross wages, as defined by the Plan. The Employer contributes an amount equal to 100% of the first 2% contributed by each Ridgeline Mine participant. The Ridgeline Mine closed in September 1996. Vesting Participants are fully vested in their contributions and all earnings. Vesting in employer matching contributions is based on years of continuous service. A participant vests according to the following schedule: Years of Service Vested Percentage Less than 2 years 0% More than 2 but less than 3 25% More than 3 but less than 4 50% More than 4 but less than 5 75% 5 years or more 100% -2- All participants are automatically fully vested in the case of death, total disability or at retirement age, regardless of the number of months of participation. Forfeitures of terminated participants' nonvested accounts are used to reduce the Employer's future contributions. Restoration of such forfeitures to reemployed participants is made in accordance with the Plan's provisions. During the year ended December 31, 1996, $79,801 of forfeitures were used to reduce employer contributions. Benefits Upon termination of service due to death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant's vested interest in his or her account. The form of payment is a lump-sum distribution. Effective July 1, 1996, a participant who is disabled or eligible for retirement may elect to receive payment in installments. The minimum installment allowed is $500 and installments are paid quarterly, semiannually or annually. Participant Accounts Individual accounts are maintained for each of the Plan's participants to reflect the participant's share of the Plan's income, the Employer's contribution and the participant's contribution. Allocations are based on participant account balances, as defined. Loans to Participants Participants who have been in the Plan for at least 12 months may borrow a portion of their account in accordance with the provisions of the Plan. No loan shall be made if, immediately after the loan, the unpaid balance of all loans to the participant would exceed the lesser of: (A) $50,000 (B) 50% of the vested portion of the participant's account. Notwithstanding the foregoing: (C) The $50,000 limitation in (A) above shall be reduced by the highest outstanding loan balance for the one-year period ending on the day before a new loan is made less the outstanding balance of the loans on the date of the new loan. Loans are secured by assignment of the participant's account and the participant's collateral promissory note for the amount of the loan. Interest rates are based on the prime rate on the first working day of the month in which the loans are taken. Investment Options Participants direct contributions, including employer matching contributions, into nine investment options in 1% increments. Participants may change their investment elections daily. A description of each investment option is provided below: Intermediate Government Bond Fund The fund invests primarily in obligations of the United States government and government agencies and instrumentalities maturing in three to five years. -3- Select Income Fund At least 50% of the fund's assets are invested in investment grade debt securities. The balance of the fund is invested in corporate bonds rated below investment grade. High Yield Bond Fund The fund invests primarily in higher yielding corporate bonds (including convertible issues) and preferred stocks with medium to lower credit ratings. The Plan does not allow participants to invest more than 25% of their accounts in this fund. Total Return Fund The fund invests 30% in equities and 30% in fixed and variable income securities. The remaining 40% of the portfolio will vary in asset allocation. Industrial Income Fund The fund may invest up to 100% of its assets in equities of domestic industrial issuers. A minimum of 90% of the equity investments must be in dividend-paying common stocks. The remaining assets are invested in other income-producing securities, mostly corporate bonds. Dynamics Fund The fund invests in common stocks of companies traded on U.S. securities exchanges and over-the-counter. The fund may also invest in preferred stocks and convertible or straight issues of debentures, as well as foreign securities. International Growth Fund The fund normally invests at least 65% of its assets in foreign equity securities representing at least three different countries outside of the United States. Issuers have more than 50% of their assets located outside the United States or earn more than 50% of their gross income outside the United States. The Plan does not allow participants to invest more than 25% of their accounts in this fund. Emerging Growth Fund The fund normally invests at least 65% of its assets in equity securities of smaller companies whose capitalization is below $1 billion. The balance of the fund's assets may be invested in the equity securities of companies with market capitalizations in excess of $1 billion, debt securities and short-term investments. The Plan does not allow participants to invest more than 25% of their accounts in this fund. Capital Preservation Fund The fund invests in long-term guaranteed insurance contracts issued by a variety of insurance carriers, the I.T.C. Stable Value Fund and cash equivalents. The guaranteed insurance contracts included in this fund had average yields of 8.44% and 8.25% for the years ended December 31, 1996 and 1995, respectively. The crediting interest rates were 8.82% and 8.27%, as of December 31, 1996 and 1995, respectively. The fair values of the guaranteed insurance contracts were $3,188,469 and $4,956,164 at December 31, 1996 and 1995. - 4 - 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from these estimates. Investment Valuation Investments of the Plan are stated at fair value. Securities traded in public markets are valued at their quoted market prices. Guaranteed insurance contracts included in the Capital Preservation Fund are valued at contract value. The difference between cost and market value from one period to the next is recognized as net appreciation in fair value of investments in the accompanying statement of changes in net assets available for benefits. Administrative Expenses The Employer pays the salaries and related benefits of employees who administer the Plan. Effective July 1, 1996, participants pay for loan, withdrawal and distribution fees. All other administrative expenses are paid by the Plan. 3. INCOME TAX STATUS: The Internal Revenue Service issued a determination letter dated August 9, 1996, stating that the Plan was in accordance with applicable design requirements for amendments adopted through March 6, 1995. The Plan has been amended since March 6, 1995. However, the plan administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. 4. PLAN TERMINATION: Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of Plan termination, participants will become fully vested in their accounts. The net assets of the Plan will be allocated to provide benefits to participants as prescribed by ERISA. 5. RECONCILIATION TO FORM 5500: As of December 31, 1996 and 1995, the Plan had $136,455 and $848,667, respectively, of pending distributions to participants who elected either a withdrawal or final payment of their benefits from the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the statements of net assets available for benefits in accordance with generally accepted accounting principles. - 5 - The following table reconciles net assets available for benefits per the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1996:
Participant Termination Net Assets Benefits and Available Payable to Withdrawal for Participants Payments Benefits ------------- ------------ -------------- Per financial statements $ -- $ 10,489,851 $ 82,487,761 Accrued benefit payments - December 31, 1996 136,455 136,455 (136,455) Accrued benefit payments - December 31, 1995 -- (848,667) -- ------- ----------- ---------- Per Form 5500 $ 136,455 $ 9,777,639 $ 82,351,306 ======= =========== ==========
6. SUBSEQUENT EVENT: On July 1, 1997, a wholly owned subsidiary of Arch Mineral Corporation and Ashland Coal, Inc. (Ashland) merged, and Arch Mineral Corporation changed its name to Arch Coal, Inc. In connection with the merger, Arch Coal, Inc. common stock was registered with the Securities and Exchange Commission and now trades on the New York Stock Exchange. On July 1, 1997, an amendment to the Plan became effective to add the common stock of Arch Coal, Inc. as an investment option. The Plan and similar plans at Ashland and its Coal Mac, Inc. and Mingo Logan Coal Company subsidiaries will continue to exist as separate plans through December 31, 1997. The management of Arch Coal, Inc. intends to merge the four plans effective January 1, 1998. Although the specific plan design is not known as of this date, it is anticipated the new plan will very closely resemble the Plan. SCHEDULE I ARCH COAL, INC. AND SUBSIDIARIES EMPLOYEE THRIFT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996
Number of Identity Shares or Current of Issuer Description of Investment Par Value Cost Value --------------- ---------------------------------- ------------- --------- ---------- Mutual funds: *INVESCO Trust Company Intermediate Government Bond Fund 668,036 $ 8,412,262 $ 8,323,729 *INVESCO Trust Company Select Income Fund 1,073,284 6,966,793 7,030,008 *INVESCO Trust Company High Yield Bond Fund 288,228 1,986,684 2,046,421 *INVESCO Trust Company Total Return Fund 585,640 11,479,769 14,231,068 *INVESCO Trust Company Industrial Income Fund 860,186 10,372,753 11,578,106 *INVESCO Trust Company Dynamics Fund 686,681 8,482,755 8,851,312 *INVESCO Trust Company International Growth Fund 107,045 1,701,879 1,780,162 *INVESCO Trust Company Emerging Growth Fund 201,437 2,487,814 2,521,986 *PRIMCO Capital Management Capital Preservation Fund 19,060,539 19,491,505 21,018,056 ---------- ---------- 71,382,214 77,380,848 *Arch Coal, Inc. Loans to participants, at prime rate $4,750,950 4,750,950 4,750,950 ---------- ---------- $ 76,133,164 $ 82,131,798 ========== ========== *Represents a party-in-interest for the year ended December 31, 1996. The accompanying notes are an integral part of this schedule.
SCHEDULE II ARCH COAL, INC. AND SUBSIDIARIES EMPLOYEE THRIFT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS(a) FOR THE YEAR ENDED DECEMBER 31, 1996
Purchases Sales -------------------- -------------------------------------------------- Net Identity Description of No. of No. of Sales (Loss)/ of Issuer Investment Trans. Cost Trans. Price Cost Gain ------------- --------------- ------- ----- ------- ----- ------ --------- *INVESCO Trust Intermediate Company Government Bond Fund 286 $ 1,719,796 282 $ 2,845,227 $ 2,846,847 $ (1,620) *INVESCO Trust Company Total Return Fund 334 3,354,368 293 3,982,014 3,291,403 690,611 *INVESCO Trust Company Industrial Income Fund 320 2,490,380 269 2,395,827 2,082,080 313,747 *INVESCO Trust Company Dynamics Fund 350 3,651,506 271 2,584,225 2,303,506 280,719 *PRIMCO Capital Capital Management Preservation Fund 354 6,712,801 336 8,754,179 8,315,846 438,333 (a) Represents transactions or a series of transactions in excess of 5% of the fair value of plan assets at the beginning of the year. *Represents a party-in-interest for the year ended December 31, 1996. The accompanying notes are an integral part of this schedule.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the duly authorized Plan Administrator has executed this annual report. ARCH COAL, INC. AND SUBSIDIARIES EMPLOYEE THRIFT PLAN Date: July 31, 1997 By: /s/ Teresa A. Daniel --------------------- Teresa A. Daniel, Plan Administrator -----END PRIVACY-ENHANCED MESSAGE-----