0000950103-10-000700.txt : 20100309 0000950103-10-000700.hdr.sgml : 20100309 20100309140406 ACCESSION NUMBER: 0000950103-10-000700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100308 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100309 DATE AS OF CHANGE: 20100309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Patriot Coal CORP CENTRAL INDEX KEY: 0001376812 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33466 FILM NUMBER: 10666414 BUSINESS ADDRESS: STREET 1: 12312 OLIVE BOULEVARD STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 314-275-3600 MAIL ADDRESS: STREET 1: 12312 OLIVE BOULEVARD STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: Eastern Coal Holding Company, Inc. DATE OF NAME CHANGE: 20060928 8-K 1 dp16837_8k.htm FORM 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): March 8, 2010

Patriot Coal Corporation

	(Exact name of registrant as specified in its charter)
Delaware		001-33466	20-5622045
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
12312 Olive Boulevard, Suite 400 St. Louis, Missouri			63141
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code: (314) 275-3600
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): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.136-4(c))

Item 8.01 Other Events.

On March 8, 2010, Patriot Coal Corporation (the “Company”) registered 13,101,827 shares of the Company’s common stock, par value $0.01 (the “Shares”), including associated Series A Junior Participating Preferred Stock purchase rights under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 File No. 333-165052 (the “Registration Statement”). All of the Shares are to be offered and sold by selling stockholders, from time to time.

The opinion and consent of Davis Polk & Wardwell LLP as to the validity of the Shares offered and sold pursuant to the Registration Statement are each filed herewith and are each incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

Exhibit 5.2	Opinion of Davis Polk & Wardwell LLP

Exhibit 23.5	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2)

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.

	PATRIOT COAL CORPORATION

Dated: March 9, 2010	By:	/s/ Mark N. Schroeder
		Name: Mark N. Schroeder
		Title: Senior Vice President & Chief Financial Officer

EX-5.2 2 dp16837_ex0502.htm EXHIBIT 5.2

Exhibits 5.2 and 23.5

OPINION AND CONSENT OF DAVIS POLK & WARDWELL LLP

March 8, 2010

Patriot Coal Corporation

12312 Olive Boulevard, Suite 400

St. Louis, Missouri 63141

Ladies and Gentlemen:

Patriot Coal Corporation, a Delaware company (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 13,101,827 shares of common stock, par value $0.01 per share (the “Shares”) of the Company. The Shares are to be offered and sold by ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P.

We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion. Based upon the foregoing, we advise you that, in our opinion the Shares have been validly issued and are fully paid and non-assessable.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement dated March 8, 2010, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.

Very truly yours,

/s/ Davis Polk & Wardwell LLP