S-3MEF 1 0001.txt S-3MEF As filed with the Securities and Exchange Commission on February 16, 2001 Registration No. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- ARCH COAL, INC. (Exact name of registrant as specified in its charter) Delaware 43-0921172 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) CityPlace One, Suite 300 St. Louis, Missouri 63141 (314) 994-2700 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) Robert G. Jones Vice President--Law & General Counsel Arch Coal, Inc. CityPlace One, Suite 300 St. Louis, Missouri 63141 (314) 994-2700 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) ----------- Copies to: Ronald D. West Susan Webster David J. Grecco Cravath, Swaine & Moore Kirkpatrick & Lockhart LLP Worldwide Plaza 1500 Oliver Building 825 Eighth Avenue Pittsburgh, Pennsylvania 15222 New York, New York 10019 (412) 355-6500 (212) 474-1000 ----------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-45198 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
Title of each class of Proposed maximum Proposed maximum securities to be Amount to be offering price aggregate Amount of registered registered (1) per share (2) offering price (2) registration fee ---------------------------------------------------------------------------------------------- Common stock, par value $.01 per share......... 1,590,265 shares $19.00 $30,215,035 $7,554
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (1) Includes 140,265 shares that the underwriter may purchase to cover over- allotments. (2) Based upon the public offering price. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXPLANATORY NOTE This registration statement is being filed with respect to the registration of additional shares of Common Stock, par value $.01 per share, of Arch Coal, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the registration statement of the Company (File No. 333-45198), as amended, which was declared effective on February 14, 2001 (the "Earlier Registration Statement"), including the exhibits thereto, are incorporated by reference into this registration statement. The form of prospectus contained in such Earlier Registration Statement will reflect the aggregate amount of securities registered in this Registration Statement and the Earlier Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 15, 2001. Arch Coal, Inc. /s/ Steven F. Leer By: _________________________________ Steven F. Leer President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Steven F. Leer President, Chief Executive February 15, 2001 ______________________________________ Officer and Director Steven F. Leer (Principal Executive Officer) /s/ Robert J. Messey Senior Vice President and February 15, 2001 ______________________________________ Chief Financial Officer Robert J. Messey (Principal Financial Officer) /s/ John W. Lorson Controller and Chief February 15, 2001 ______________________________________ Accounting Officer John W. Lorson * Director ______________________________________ Philip W. Block * Director ______________________________________ James R. Boyd * Director ______________________________________ Thomas L. Feazell * Director ______________________________________ Robert L. Hintz * Director ______________________________________ Douglas H. Hunt * Director ______________________________________ James L. Parker * Director ______________________________________ A. Michael Perry
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Signature Capacity Date --------- -------- ---- * Director ______________________________________ Theodore D. Sands * Director ______________________________________ Ignacio Dominguez Urquijo /s/ Robert G. Jones February 15, 2001 *By: _________________________________ Attorney-in-Fact
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Exhibit No. Description ------- ----------- 5.1 Opinion of Robert G. Jones as to the legality of the shares being registered (filed herewith) 23.1 Consent of Robert G. Jones (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP (filed herewith) 24 Power of Attorney (incorporated by reference from the Registration Statement on Form S-3 (No. 333-45198) filed with the Securities and Exchange Commission September 6, 2000)