-----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, S7aUHkVX0U1MwTAZ87NeIWg/Bj65wpvefUWzMkNdicpdwMtVoO82a+z008TVbmxE XrjMq/g3DFFGGypDpAWuuA== 0001145443-05-001365.txt : 20050611 0001145443-05-001365.hdr.sgml : 20050611 20050610094956 ACCESSION NUMBER: 0001145443-05-001365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050606 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: James River Coal CO CENTRAL INDEX KEY: 0001297720 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 541602012 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51129 FILM NUMBER: 05888860 BUSINESS ADDRESS: STREET 1: 901 E. BYRD STREET STREET 2: SUITE 1600 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 804-780-3000 MAIL ADDRESS: STREET 1: 901 E. BYRD STREET STREET 2: SUITE 1600 CITY: RICHMOND STATE: VA ZIP: 23219 8-K 1 d17254_8k.htm AutoCoded Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 6, 2005


JAMES RIVER COAL COMPANY

(Exact Name of Registrant as Specified in Charter)


Virginia   000-51129   54-1602012

 
 
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

901 E. Byrd Street, Suite 1600, Richmond, Virginia   23219

 
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (804) 780-3000


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 (see General Instruction A.2. below):

p  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

p  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

p  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

p  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM  5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
                      APPOINTMENT OF PRINCIPAL OFFICERS

(d)   New Director.

         On June 6, 2005, the Board of Directors, upon recommendation of the Governance Committee, elected Joseph H. Vipperman as a director, to fill the vacancy created by the resignation of Paul H. Vining, which became effective May 31, 2005. A copy of the press release announcing Mr. Vipperman’s election is attached as Exhibit 99.1.

         Mr. Vipperman is expected to serve as a member of the audit and governance committees of the board of directors, and as the chair of the compensation committee.

         There is no arrangement or understanding between Mr. Vipperman and any other person pursuant to which Mr. Vipperman was elected as a director of the Company. There are no transactions in which Mr. Vipperman has an interest requiring disclosure under Item 404(a) of Regulation S-K.

ITEM  8.01   OTHER EVENTS

         On June 10, 2005, the Company issued a press release, attached as Exhibit 99.1 hereto, regarding the election of Mr. Vipperman to the Company’s board of directors. The release is hereby incorporated herein by this reference.

ITEM  9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits.

Exhibit No Description
99.1 Press release dated June 10, 2005




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.

  JAMES RIVER COAL COMPANY
(Registrant)
 
  By: /s/ Samuel M. Hopkins II
       Samuel M. Hopkins II
       Vice President and Chief Accounting Officer

Date: June 10, 2005





EX-99.1 2 d17254_ex99-1.htm AutoCoded Document

EXHIBIT 99.1

FOR IMMEDIATE RELEASE
---------------------------

CONTACT: James River Coal Company
Elizabeth M. Cook
Director of Investor Relations
(804) 780-3000

JAMES RIVER COAL COMPANY ANNOUNCES APPOINTMENT OF NEW DIRECTOR

     Richmond, VA, June 10, 2005 – James River Coal Company (Nasdaq: JRCC), a producer of steam- and industrial-grade coal, today announced that Joseph H. Vipperman has been appointed to the Board of Directors, effective June 6, 2005.

     Mr. Vipperman retired in 2002 after more than 40 years with American Electric Power (AEP) and its subsidiary companies. When he retired, Mr. Vipperman was serving as Executive Vice President-Shared Services for American Electric Power Services Corporation. He has also served as Chairman of both the Virginia Center for Energy and Economic Development and the Roanoke Regional Chamber of Commerce, on the Advisory Board of Norfolk Southern Corporation, and as a Director of the Virginia Coal Council, Shenandoah Life Insurance Company and Roanoke Electric Steel. Mr. Vipperman earned a bachelor’s degree in Electrical Engineering from Virginia Polytechnic Institute and a master’s degree in Industrial Management from Massachusetts Institute of Technology.

     Peter T. Socha, Chairman, President and Chief Executive Officer of James River Coal Company, commented: “We would like to welcome Joe to our board of directors. We are very fortunate that someone with his background and experience is willing to serve and provide his insight and guidance to the growth and development of our company.”

     Mr. Vipperman has been appointed to serve the remaining term of Paul H. Vining, who resigned to accept a senior management position within the coal industry. Mr. Socha continued: “On behalf of the entire board, we would like to thank Paul for his contributions to our board discussions. He is one of the stars of the coal industry and we were fortunate to have him with us during the past year. We wish him well in his new position.”

FORWARD-LOOKING STATEMENTS: Certain statements in this press release, and other written or oral statements made by or on behalf of us, are “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: a change in the demand for coal by electric utility customers; the loss of one or more of our largest customers; inability to secure new coal supply agreements or to extend existing coal supply agreements at market prices; failure to exploit additional coal reserves, including contiguous reserves to those currently held by Triad; inability to sell the coal from Mine 15 into the metallurgical coal market; failure to diversify our operations; increased capital expenditures; encountering difficult mining conditions; increased compliance costs; bottlenecks or other difficulties in transporting coal to our customers; lack of availability of financing sources; the effects of regulation and competition; additional turnover of employees and independent contractors; the risk that the Company is unable to successfully





integrate the Triad business; and the risk factors detailed in our S-1 registration statement initially filed with the Securities and Exchange Commission on April 19, 2005, which factors are incorporated herein by reference. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

     Additional information concerning these and other factors can be found in James River Coal Company’s public filings with the Securities and Exchange Commission.





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