0000950103-10-001763.txt : 20100614 0000950103-10-001763.hdr.sgml : 20100614 20100614155308 ACCESSION NUMBER: 0000950103-10-001763 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100614 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100614 DATE AS OF CHANGE: 20100614 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: 10894861 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 dp18155_8k.htm FORM 8-K

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 14, 2010

Patriot Coal Corporation
(Exact Name of Registrant as Specified in 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)

Registrant’s telephone number, including area code: (314) 275-3600

N/A
(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):

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 1.01. Entry into a Material Definitive Agreement.

On June 14, 2010, Patriot Coal Corporation (“Patriot”) entered into an Amendment No. 1 to Voting and Standstill Agreement (the “Amendment”) with certain stockholders of Patriot signatory thereto and ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as stockholder representative (the “Stockholder Representative”). The Amendment amends the Voting and Standstill Agreement (the “Voting Agreement”) dated as of April 2, 2008 among Patriot, the Stockholder Representative and certain stockholders of Patriot signatory thereto who received shares of Patriot’s common stock pursuant to Patriot’s acquisition of Magnum Coal Company (“Magnum”) in 2008.

The Amendment amends the Voting Agreement to modify the share ownership thresholds at which the Stockholder Representative is entitled to nominate two members to Patriot’s board of directors and to revise the procedures in the event a threshold is crossed. Pursuant to the Amendment, at such time as (i) the ownership of Patriot shares by the former stockholders of Magnum is less than 15% of a number of Patriot shares approximately equal to the number of shares of Patriot outstanding immediately after the acquisition of Magnum or (ii) ArcLight Energy Partners Fund I, L.P. or ArcLight Energy Partners Fund II, L.P. transfers any Patriot shares, the Stockholder Representative will be entitled to nominate only one member to Patriot’s board of directors and will be required to cause one of its nominees, as determined by Patriot, to resign from the board unless the board (without the participation of the nominees of the Stockholder Representative) approves such nominee remaining on the board. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1

Amendment No. 1 to Voting and Standstill Agreement, dated as of June 14, 2010, among Patriot Coal Corporation, the stockholders whose names appear on the signature page thereto, ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as stockholder representative.

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


Date: June 14, 2010	By:	/s/ Mark N. Schroeder
		Name:	Mark N. Schroeder
		Title:	Senior Vice President & Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Description

10.1		Amendment No. 1 to Voting and Standstill Agreement, dated as of June 14, 2010, among Patriot Coal Corporation, the stockholders whose names appear on the signature page thereto, ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as stockholder representative.

EX-10.1 2 dp18155_ex1001.htm EXHIBIT 10.1

Exhibit 10.1

AMENDMENT NO. 1

VOTING AND STANDSTILL AGREEMENT

AMENDMENT NO. 1 TO VOTING AND STANDSTILL AGREEMENT, dated as of June 14, 2010 (this “Amendment”), among Patriot Coal Corporation, a Delaware corporation (“Parent”), the stockholders whose names appear on the signature page of this Amendment (each, an “Amending Stockholder” and collectively, the “Amending Stockholders”), and ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as stockholder representative (the “Stockholder Representative”).< /font>

W I T N E S S E T H:

WHEREAS, Parent, the Stockholder Representative and the Stockholders (including the Amending Stockholders) entered into a Voting and Standstill Agreement dated as of April 2, 2008 (the “Voting Agreement”); and

WHEREAS, in accordance with Section 4.03(a) of the Voting Agreement, Parent, the Amending Stockholders and the Stockholder Representative desire amend the Voting Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Voting Agreement.

2. Section 1.02(a) of the Voting Agreement is hereby amended and restated in its entirety to read in full as follows:

“(a) At such time (i) after the Effective Time that the aggregate number of Parent Shares owned by the Company Holders is less than fifteen percent (15%) of the Aggregate Share Number but greater than or equal to ten percent (10%) of the Aggregate Share Number or (ii) on or after June 1, 2010 that the ArcLight Funds Transfer any Parent Shares, the Stockholder Representative shall be entitled to nominate only one member of the Board and, unless the Board (without the participation of the nominees of the Stockholder Representative) shall approve such nominee remaining on the Board, the Stockholder Representative shall cause one of its nominees (which nominee shall be determined by Parent) on the Board to resign effective immediately as of such time and the term of such direc tor shall immediately end.”

3. Except as expressly set forth in this Amendment, this Amendment shall not constitute an amendment or modification of any other provision of the Voting Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference to “this Agreement” and each other similar reference contained in the Voting Agreement shall refer to the < /font>Voting Agreement as amended by this Amendment. This Amendment shall be effective against all Stockholders, whether or not such Stockholders are a party hereto.

4. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

5. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Until and unless each party has received a counterpart of this Amendment signed by each of the other parties, this Amendment shall have no effect, and no party shall have any right or obligation under this Amendment whether by virtue of any other oral or written agreement or other communication). This Amendment shall become effective when each party shall have received a counterpart hereof signed by the other parties. No provision of this Amendment is intended to confer upon any Person ot her than the parties hereto and the Stockholders not party hereto any rights or remedies hereunder. Any such counterpart may be delivered by facsimile or other electronic format (including “.pdf”).

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

PATRIOT COAL CORPORATION


By:	/s/ Mark N. Schroeder
	Name:	Mark N. Schroeder
	Title:	Senior Vice President & Chief Financial Officer