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): May 9, 2010

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 7.01 Regulation FD Disclosure.

On May 9, 2010, Peabody Energy Corporation ("Peabody") announced that it had submitted a revised definitive proposal to acquire a controlling interest in Macarthur Coal Limited (ASX: MCC). Under Peabody’s proposal, Macarthur shareholders would receive a cash price of A$15.00 per share valuing Macarthur at A$3.8 billion (US$3.4 billion). The proposal has the approval of Peabody's Board of Directors and would be implemented by way of a scheme of arrangement on customary terms, including receipt of FIRB and other regulatory approvals. Under the proposal, Peabody is prepared to offer cash to all Macarthur shareholders and remains willing to provide any, or all, of Macarthur’s three major shareholders with the opportunity to retain their economic interest in Macarthur should they so desire. A copy of Peabody’s press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. 99.1 Peabody press release dated May 9, 2010.

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
May 10, 2010	By:	Kenneth L. Wagner
		Name: Kenneth L. Wagner
		Title: Vice President, Assistant General Counsel and Assistant Secretary

Exhibit Index

Exhibit No.	Description
99.1	Peabody press release dated May 9, 2010.

EX-99.1

PEABODY ENERGY
News Release

CONTACT:

Vic Svec

+1 (314) 342-7768

FOR IMMEDIATE RELEASE
May 9, 2010

PEABODY ENERGY MAKES CASH PROPOSAL OF
A$15.00 PER SHARE FOR MACARTHUR COAL

ST. LOUIS, May 9 – Peabody Energy (NYSE: BTU) has submitted a definitive proposal to acquire a controlling interest in Macarthur Coal Limited (ASX: MCC).  Under Peabody’s revised proposal, Macarthur shareholders would receive a cash price of A$15.00 per share, valuing Macarthur at A$3.8 billion (US$3.4 billion) under a scheme of arrangement. 

The definitive proposal delivers a clear, compelling and significant premium for Macarthur shareholders, and follows Peabody’s due diligence as well as the introduction of the Australian resources profit tax proposal. 

Peabody’s A$15.00 per share proposal represents:

• A 31 percent premium to A$11.48 per share, which was the 30-day volume-weighted average share price up to March 30, 2010, the day before Macarthur announced Peabody’s initial proposal; and

• A 42 percent premium to A$10.57 per share, the 90-day volume-weighted average share price up to March 30, 2010.

With this definitive proposal now in place, Peabody encourages the Macarthur Board to move to a quick resolution to resolve the uncertainty for Macarthur shareholders.

Under the proposal, Peabody is prepared to offer cash to all Macarthur shareholders and continues to be willing to provide any, or all, of Macarthur’s three major shareholders with the opportunity to retain their economic interest in Macarthur should they so desire. 

Peabody Energy (NYSE: BTU) is the world’s largest private-sector coal company, with 2009 sales of 244 million tons and $6 billion in revenues.  Its coal products fuel 10 percent of all U.S. electricity generation and 2 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 forward-looking statements are based on numerous assumptions that the company believes are reasonable, but they are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from expectations. These factors are difficult to accurately predict and may be beyond the company’s control. The company does not undertake to update its forward-looking statements. Factors that could affect results include those described in this press release as well as risks detailed in the company’s reports filed with the Securities and Exchange Commission.