8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 4, 2006

PEABODY ENERGY CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-16463	13-4004153
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
701 Market Street, St. Louis, Missouri		63101
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (314) 342-3400

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 4, 2006, Peabody Energy Corporation ("Peabody") announced that Excel Coal Limited ("Excel") shareholders approved the sale of Excel to Peabody for A$9.50 per share. The purchase price totals approximately US$1.5 billion (including previously purchased shares) plus approximately US$300 million in assumed debt. A copy of Peabody’s October 4, 2006 press release announcing shareholder approval is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

99.1 Press Release of Peabody Energy Corporation dated October 4, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEABODY ENERGY CORPORATION
October 5, 2006	By:	Jeffery L. Klinger
		Name: Jeffery L. Klinger
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	99.1 Press Release of Peabody Energy Corporation dated October 4, 2006

EX-99.1

Exhibit 99.1

PEABODY ENERGY
News Release

CONTACT:
Vic Svec
(314) 342-7768

FOR IMMEDIATE RELEASE
October 4, 2006

EXCEL COAL SHAREHOLDERS APPROVE
SALE TO PEABODY ENERGY

ST. LOUIS, Oct. 4 - Peabody Energy (NYSE: BTU) announced today that Excel Coal shareholders have approved the sale of Excel to Peabody for A$9.50 per share. The purchase price totals approximately US$1.5 billion (including previously purchased shares) plus approximately US$300 million in assumed debt. Following court approval of the vote, the company anticipates financial closing of the transaction later this month.

“With the favorable shareholder vote, we look forward to completing the acquisition of one of the premier coal companies in Australia,” said Peabody President and Chief Executive Officer Gregory H. Boyce. “We have worked closely with the Excel team on the integration plan for a number of months, and we look forward to combining and expanding our Australian platform to serve high-demand thermal and metallurgical coal markets at a time when the forecast for seaborne coal continues to grow.”

Excel Coal is one of the largest independent coal companies in Australia. Peabody Energy is the world’s largest private-sector coal company, with 2005 sales of 240 million tons of coal and $4.6 billion in revenues. Its coal products fuel approximately 10 percent of all U.S. and 3 percent of worldwide electricity.

-End-

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of Sept. 18, 2006. These factors are difficult to accurately predict and may be beyond the control of the company. These risks include, but are not limited to: growth in coal and power markets; future economic conditions; weather; rail, barge and port performance and costs; ability to renew sales contracts; successful implementation of business strategies; regulatory and court decisions; future legislation; changes in post-retirement benefit and pension obligations; negotiation of labor contracts and labor availability and relations; capacity and cost of surety bonds and letters of credit; effects of currency exchange rates; risks associated with customers; risks associated with performance of suppliers; availability and costs of key commodities such as steel, tires, diesel fuel and explosives; performance risks related to high-margin metallurgical coal production; geology and equipment risks inherent to mining; terrorist attacks or threats; replacement of reserves; implementation of new accounting standards and Medicare rules; inflationary trends; effects of interest rates; effects of acquisitions or divestitures; revenues related to synthetic fuel production; revenues and other risks detailed in the company’s reports filed with the Securities and Exchange Commission (SEC). The use of “Peabody,” “the company,” and “our” relate to Peabody, its subsidiaries and majority-owned affiliates.