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 18, 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). On May 18, 2010, Macarthur made a public announcement that the Macarthur Board has met and considered Peabody’s revised proposal and formed the view that based on the price and the conditions of the proposal, that it cannot reasonably be recommended to shareholders. A copy of Peabody’s press release responding to Macarthur's public announcement is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. 99.1 Peabody press release dated May 18, 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 18, 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 18, 2010.

EX-99.1

PEABODY ENERGY
Statement

CONTACT:

Vic Svec

+1 314.342.7768

FOR IMMEDIATE RELEASE
May 18, 2010

STATEMENT FROM PEABODY ENERGY (NYSE: BTU)

ST. LOUIS, May 18 – Peabody Energy (NYSE: BTU) today expressed disappointment that the board of Macarthur Coal has turned down Peabody’s definitive proposal for the purchase of Macarthur, denying its shareholders the opportunity to vote for the transaction.  Peabody’s revised proposal of $15 per share had followed a period of due diligence and represented a clear and significant premium for Macarthur shareholders.  Based on the recent trading activity in Macarthur, it is apparent that the market recognizes the premium that Peabody was offering. 

It is also unfortunate that one shareholder could block a proposal that would have created significant value for all Macarthur shareholders. 

Peabody looks forward to advancing its internal growth projects and continuing to pursue other value-added investments to serve high demand markets.

-End-