-----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, Ig/f+LsIISpGimSqwPFF2Cbr4yo2OgyaiGFf4SmjhSUOP1ZpEYydANKHq/oHKeyP HklGCFb9uWjSgW+jLwH8UQ== 0000950109-02-003371.txt : 20020613 0000950109-02-003371.hdr.sgml : 20020613 20020613162712 ACCESSION NUMBER: 0000950109-02-003371 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOL ENERGY INC CENTRAL INDEX KEY: 0001070412 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 510337383 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152 FILM NUMBER: 02678426 BUSINESS ADDRESS: STREET 1: C/O CONSOL INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241 MAIL ADDRESS: STREET 1: CONSOL INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EIGHTY FOUR MINING CO CENTRAL INDEX KEY: 0001174183 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 251695903 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-04 FILM NUMBER: 02678417 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATION COAL SALES CO CENTRAL INDEX KEY: 0001174182 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 251385259 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-05 FILM NUMBER: 02678418 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOL OF PENNSYLVANIA COAL CO CENTRAL INDEX KEY: 0001174181 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 251402386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-06 FILM NUMBER: 02678419 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOL OF KENTUCKY INC CENTRAL INDEX KEY: 0001174180 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 942524120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-07 FILM NUMBER: 02678420 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOL FINANCIAL INC CENTRAL INDEX KEY: 0001174179 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 510395375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-08 FILM NUMBER: 02678421 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONRHEIN COAL CO CENTRAL INDEX KEY: 0001174178 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 251406541 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-09 FILM NUMBER: 02678422 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER & PITTSBURGH COAL CO CENTRAL INDEX KEY: 0000084548 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 250761480 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-10 FILM NUMBER: 02678423 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISLAND CREEK COAL CO CENTRAL INDEX KEY: 0000052671 IRS NUMBER: 550479426 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-11 FILM NUMBER: 02678424 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1421 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED COAL CO CENTRAL INDEX KEY: 0000023607 IRS NUMBER: 132566594 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-12 FILM NUMBER: 02678425 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCELROY COAL CO CENTRAL INDEX KEY: 0001174186 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 251553551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-01 FILM NUMBER: 02678427 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IC COAL INC CENTRAL INDEX KEY: 0001174185 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 952917408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-02 FILM NUMBER: 02678428 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRMONT SUPPLY CO CENTRAL INDEX KEY: 0001174184 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 251654524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-89152-03 FILM NUMBER: 02678429 BUSINESS ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 BUSINESS PHONE: 4128314000 MAIL ADDRESS: STREET 1: C/O CONSOL ENERGY INC STREET 2: 1800 WASHINGTON RD CITY: PITTSBURGH STATE: PA ZIP: 15241-1241 S-4/A 1 ds4a.txt AMENDMENT #1 TO FORM S-4 As filed with the Securities and Exchange Commission on June 13, 2002 Registration No. 333-89152 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- Amendment No. 1 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- CONSOL ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1221 51-0337383 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) CONRHEIN COAL COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1221 25-1406541 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) CONSOL FINANCIAL INC. (Exact name of registrant as specified in its charter) Delaware 1221 51-0395375 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) CONSOL OF KENTUCKY INC. (Exact name of registrant as specified in its charter) Delaware 1221 94-2524120 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) CONSOL PENNSYLVANIA COAL COMPANY (Exact name of registrant as specified in its charter) Delaware 1221 25-1402386 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) CONSOLIDATION COAL COMPANY (Exact name of registrant as specified in its charter) Delaware 1221 13-2566594 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
CONSOLIDATION COAL SALES COMPANY (Exact name of registrant as specified in its charter) Delaware 1221 25-1385259 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) EIGHTY-FOUR MINING COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1221 25-1695903 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) FAIRMONT SUPPLY COMPANY (Exact name of registrant as specified in its charter) Delaware 5080 25-1654524 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) IC COAL INC. (Exact name of registrant as specified in its charter) Delaware 1221 95-2917408 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) ISLAND CREEK COAL COMPANY (Exact name of registrant as specified in its charter) Delaware 1221 55-0479426 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) McELROY COAL COMPANY (Exact name of registrant as specified in its charter) Delaware 1221 25-1553551 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) and ROCHESTER & PITTSBURGH COAL COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1221 25-0761480 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) -------------------------
------------------ CONSOL ENERGY INC. Consol Plaza 1800 Washington Road Pittsburgh, PA 15241-1421 Telephone: (412) 831-4000 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) ------------------ Daniel L. Fassio, Esq. Vice President-General Counsel CONSOL Energy Inc. Consol Plaza 1800 Washington Road Pittsburgh, PA 15241-1421 Telephone: (412) 831-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Steven L. Wasserman, Esq. Piper Rudnick LLP 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 835-6148 Facsimile: (212) 835-6001 ------------------ Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[_] ----------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. This Amendment No. 1 to the Registration Statement on Form S-4 of CONSOL Energy Inc. is being filed to file Exhibit 5.1. Part II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. Limitation of Liability and Indemnification Matters As permitted by applicable provisions of the Delaware General Corporation Law, the Restated Certificate of Incorporation contains a provision eliminating, to the fullest extent permitted by the Delaware General Corporation Law as it exists or may in the future be amended, the liability of a director to CONSOL Energy and its stockholders for monetary damages for breaches of fiduciary duty as a director except for: . any breach of the director's duty of loyalty to CONSOL Energy or its stockholders; . acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of laws; . payment of dividends, stock purchases or redemptions that violate the Delaware General Corporation Law; or . any transaction from which the director derived an improper personal benefit. CONSOL Energy's By-laws also provide that any present or prior director, officer, employee or agent of CONSOL Energy shall be indemnified by CONSOL Energy as of right to the full extent permitted by the Delaware General Corporation Law against any liability, cost or expense asserted against and incurred by such person by reason of his serving in such capacity. This right to indemnification includes the right to be paid the expenses incurred in defending any action, suit or proceeding in advance of its final disposition. RWE AG maintains insurance covering certain liabilities incurred by officers and directors of its subsidiaries, including CONSOL Energy and its subsidiaries, in connection with the performance of their duties. II-1 21. Exhibits and Financial Statement Schedules
Exhibit No. Description - ----------- ----------- 4.1 Indenture, dated March 7, 2002, among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, incorporated by reference to Exhibit 4.1 to Form 10-K (file number 333-68987) filed on March 29, 2002 ("Form 10-K"). 4.2 Supplemental Indenture, dated March 7, 2002, among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, incorporated by reference to Exhibit 4.2 to Form 10-K. 4.3 Form of Note (included in Exhibit 4.2) 5.1 Opinion of Piper Rudnick LLP 12.1 Statements re computation of ratio of earnings to fixed charges/(1)/ 23.1 Consent of Ernst & Young/(1)/ 23.2 Consent of Piper Rudnick LLP (included in exhibit 5.1) 24.1 Power of Attorney (included in page II-4)/(1)/ 25.1 Statement of Eligibility of Trustee/(1)/ 99.1 Letter of Transmittal/(1)/ 99.2 Notice of Guaranteed Delivery/(1)/ 99.3 Form of Exchange Agent Agreement by and between CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York/(1)/
________________________________________________________________________________ /(1)/ Previously filed as an exhibit to the Registration Statement on Form S-4 filed May 24, 2002, Registration No. 333-89152. Item 22. Undertakings (a)(1) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (a)(2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of II-2 appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (a)(3) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. (b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. CONSOL ENERGY INC. By: /s/ J. Brett Harvey -------------------------------- J. Brett Harvey, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: /s/ J. Bret Harvey President and Chief Executive Officer and Director - ------------------------------------- J. Brett Harvey (Principal Executive Officer) June 12, 2002 * Senior Vice President and Chief Financial Officer - ------------------------------------- William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002 * - ------------------------------------- John L. Whitmire Chairman of the Board of Directors June 12, 2002 * - ------------------------------------- Philip W. Baxter Director June 12, 2002 * - ------------------------------------- Berthold Bonekamp Director June 12, 2002 * - ------------------------------------- Bernd J. Breloer Director June 12, 2002 * - ------------------------------------- Patricia A. Hammick Director June 12, 2002 * - ------------------------------------- Christoph Koether Director June 12, 2002 * - ------------------------------------- Dr. Rolf Zimmermann Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. CONRHEIN COAL COMPANY by Consolidation Coal Company, its General Partner By: /s/ J. Brett Harvey ------------------------------------ J. Brett Harvey, President and Chief Executive Officer CONSOLIDATION COAL COMPANY By: /s/ J. Brett Harvey ------------------------------------ J. Brett Harvey, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated with respect to Consolidation Coal Company and on the dates indicated: /s/ J. Brett Harvey President and Director June 12, 2002 - ------------------------------------- J. Brett Harvey (Principal Executive Officer) * Vice President and Controller and Director June 12, 2002 - ------------------------------------- William J. Lyons (Principal Financial and Accounting Officer) * Executive Vice President and Director June 12, 2002 - ------------------------------------- Dan R. Baker * Director June 12, 2002 - ------------------------------------- D.L. Fassio * Director June 12, 2002 - ------------------------------------- Ronald J. FlorJancic * Director June 12, 2002 - ------------------------------------- Christoph Koether * Director June 12, 2002 - ------------------------------------- Ronald E. Smith
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. CONSOL FINANCIAL INC. By: /s/ J. Brett Harvey ------------------------------------ J. Brett Harvey, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: /s/ J. Brett Harvey President and Director - ------------------------------------- J. Brett Harvey (Principal Executive Officer) June 12, 2002 * Vice President and Controller - ------------------------------------- William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002 * - ------------------------------------- Christoph Koether Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. CONSOL OF KENTUCKY INC. By: /s/ Dan R. Baker ------------------------------------ Dan R. Baker, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President and Director - ------------------------------------- Dan R. Baker (Principal Executive Officer) June 12, 2002 * - ------------------------------------- William J. Lyons Principal Financial and Accounting Officer June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. CONSOL PENNSYLVANIA COAL COMPANY By: /s/ Dan R. Baker ------------------------------------ Dan R. Baker, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President and Director - ------------------------------------- Dan R. Baker (Principal Executive Officer) June 12, 2002 * - ------------------------------------- William J. Lyons Principal Financial and Accounting Officer June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. CONSOLIDATION COAL COMPANY By: /s/ J. Brett Harvey ------------------------------------ J. Brett Harvey, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: /s/ J. Brett Harvey President and Director - ------------------------------------- J. Brett Harvey (Principal Executive Officer) June 12, 2002 * Vice President and Controller and Director - ------------------------------------- William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002 * - ------------------------------------- Dan R. Baker Executive Vice President and Director June 12, 2002 * - ------------------------------------- D.L. Fassio Vice President and Secretary and Director June 12, 2002 * - ------------------------------------- Ronald J. FlorJancic Director June 12, 2002 * - ------------------------------------- Christoph Koether Director June 12, 2002 * - ------------------------------------- Ronald E. Smith Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. CONSOLIDATION COAL SALES COMPANY By: /s/ Ronald G. Stovash ------------------------------------ Ronald G. Stovash, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President - ------------------------------------- Ronald G. Stovash (Principal Executive Officer) June 12, 2002 * - ------------------------------------- William J. Lyons Principal Financial and Accounting Officer June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002 * - ------------------------------------- Ronald J. FlorJancic Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. EIGHTY-FOUR MINING COMPANY By: /s/ Dan R. Baker ------------------------------------ Dan R. Baker, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President and Director - ------------------------------------- Dan R. Baker (Principal Executive Officer) June 12, 2002 * - ------------------------------------- William J. Lyons Principal Financial and Accounting Officer June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002 * - ------------------------------------- Ronald E. Smith Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. FAIRMONT SUPPLY COMPANY By: /s/ Charles F. Whirlow ------------------------------------ Charles F. Whirlow, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President and Director - ------------------------------------- Charles F. Whirlow (Principal Executive Officer) June 12, 2002 * Controller and Treasurer - ------------------------------------- Ronald A. Rapp (Principal Financial and Accounting Officer) June 12, 2002 * - ------------------------------------- Ronald J. FlorJancic Chairman of the Board of Directors June 12, 2002 * - ------------------------------------- Dan R. Baker Director June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. IC COAL INC. By: /s/ Ronald J. FlorJancic ------------------------------------ Ronald J. FlorJancic, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President and Director - ------------------------------------- Ronald J. FlorJancic (Principal Executive Officer) June 12, 2002 * Vice President and Controller - ------------------------------------- William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. ISLAND CREEK COAL COMPANY By: /s/ Dan R. Baker ------------------------------------ Dan R. Baker, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President and Director - ------------------------------------- Dan R. Baker (Principal Executive Officer) June 12, 2002 * - ------------------------------------- William J. Lyons Principal Financial and Accounting Officer June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. McELROY COAL COMPANY By: /s/ Dan R. Baker ------------------------------------ Dan R. Baker, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: * President and Director - ------------------------------------- Dan R. Baker (Principal Executive Officer) June 12, 2002 * - ------------------------------------- William J. Lyons Principal Financial and Accounting Officer June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002 /s/ J. Brett Harvey - ------------------------------------- J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on June 12, 2002. ROCHESTER & PITTSBURGH COAL COMPANY By: /s/ J. Brett Harvey ------------------------------------ J. Brett Harvey, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: /s/ J. Brett Harvey President and Director - ------------------------------------- J. Brett Harvey (Principal Executive Officer) June 12, 2002 * Vice President and Controller - ------------------------------------- William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002 * - ------------------------------------- D.L. Fassio Director June 12, 2002 * - ------------------------------------- Christoph Koether Director June 12, 2002 * - ------------------------------------- Ronald E. Smith Director June 12, 2002
*By: /s/ J. Brett Harvey ------------------- J. Brett Harvey Attorney-in-Fact II-16 EXHIBITS INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 -- Opinion of Piper Rudnick LLP 23.2 -- Consent of Piper Rudnick LLP (included in exhibit 5.1) __________________________ II-17 EX-5.1 3 dex51.txt OPINION OF PIPER RUDNICK LLP Exhibit 5.1 June 12, 2002 CONSOL Energy Inc. Consol Plaza 1800 Washington Road Pittsburgh, PA 15241-1421 Re: CONSOL Energy Inc.; Registration Statement on Form S-4, Registration No. 333-89152 Gentlemen: We have acted as counsel to CONSOL Energy Inc., a corporation organized under the laws of Delaware (the "Company"), in connection with the preparation and filing of a registration statement on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), by the Company, as issuer, and Conrhein Coal Company, a Pennsylvania partnership, CONSOL Financial Inc., a Delaware corporation, CONSOL of Kentucky Inc., a Delaware corporation, CONSOL Pennsylvania Coal Company, a Delaware corporation, Consolidation Coal Company, a Delaware corporation, Consolidation Coal Sales Company, a Delaware corporation, Eighty-Four Mining Company, a Pennsylvania corporation, Fairmont Supply Company, a Delaware corporation, IC Coal Inc., a Delaware corporation, Island Creek Coal Company, a Delaware corporation, McElroy Coal Company, a Delaware corporation, and Rochester & Pittsburgh Coal Company, a Pennsylvania corporation, as guarantors (the "Guarantors"), relating to the proposed issuance by the Company of up to $250,000,000 in aggregate principal amount of its 7.875% Notes Due 2012 (the "Notes") in exchange for an equal principal amount of its 7.875% Notes due 2012 that had been issued by the Company in transactions exempt from the registration requirements of the Securities Act. The Notes are to be issued pursuant to an indenture, dated as of March 7, 2002, among the Company, as issuer, the Guarantors and The Bank of Nova Scotia Trust Company of New York, as trustee (the "Trustee"), as supplemented by a supplemental indenture, dated March 7, 2002 (the indenture, as so supplemented, referred to herein as the "Indenture"). In rendering this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Indenture. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements, certificates of public officials, powers of attorney, governmental orders and other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein, we have, when such facts were not independently established, relied upon certificates of public officials and certificates, oaths, declarations and representations of the Company and each of the Guarantors and of their respective officers, directors and other representatives. We express no opinion as to the law of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Commonwealth of Pennsylvania. Insofar as our opinions concern the law of the Commonwealth of Pennsylvania, we have relied upon the opinion of Samuel P. Skeen, Esq., Senior Counsel, CONSOL Energy Inc. which is attached hereto, and our opinion is subject to the qualifications and assumptions set forth in such opinion, which are incorporated herein. The opinions set forth below are based on the laws, rules or regulations, as the case may be, in effect on the date hereof. Based upon and subject to the forgoing, we are of the opinion that: 1. The Notes have been duly authorized by the Company, and when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture, and issued in accordance with the term of the Indenture, will be validly issued and will constitute valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the rights and remedies of creditors generally and general principles of equity. 2. Each Subsidiary Guarantee (as defined in the Indenture) has been duly and validly authorized, executed and delivered by each of the Guarantors and is the valid and binding obligation of each of them, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the rights and remedies of creditors generally and general principles of equity. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us contained under the heading "Legal Matters" in the Prospectus which forms part of the Registration Statement. In giving the foregoing consent to being referenced under the heading "Legal Matters," we do not thereby admit that we belong to the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated by the Securities and Exchange Commission thereunder. Very truly yours, /s/ PIPER RUDNICK LLP June 11, 2002 Piper Rudnick LLP 1251 Avenue of the Americas New York, New York 10020 Re: Exchange Offer of $250,000,000 of 7.875% Notes due in 2012 by CONSOL Energy Inc. Gentlemen: I am Senior Counsel to CONSOL Energy Inc., a Delaware corporation (the "Company"), and am rendering this opinion in connection with the proposed exchange offer (the "Exchange Offer") pursuant to the Registration Statement on From S-4 (SEC File No. 333-89152) filed under the Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange Commission on May 24, 2002 (the "Registration Statement"), by the Company to exchange $250,000,000 principal amount of its 7.875% notes dues 2012 (the "Exchange Notes"), under an Indenture, dated March 7, 2002, by and among the Company, the Guarantor Subsidiaries, as defined therein, and The Bank of Nova Scotia Trust Corporation of New York, as Trustee, as modified and supplemented by Supplement No. 1, thereto (the Indenture as so supplemented, the "Indenture"). In preparing this opinion I have examined originals or copies, certified or otherwise identified to my satisfaction, of such of the corporate and/or partnership records, and other instruments as I have deemed necessary or appropriate for the purposes of rendering this opinion, including: (a) the Certificate of Incorporation, as amended, of each of Eighty Four Mining Company, a Pennsylvania corporation, and Rochester & Pittsburgh Coal Company, a Pennsylvania corporation (collectively, the "Corporate Guarantors"); (b) the Corporate Guarantors' by-laws, as amended; (c) the minutes of meetings or written consents of the Board of Directors of the Corporate Guarantors; (d) the written consent by the Partners of Conrhein Coal Company ("Conrhein" and together with the Corporate Guarantors, the "Guarantors"), a Guarantor Subsidiary; (e) the Partnership Agreement of Conrhein; (f) the Indenture; (g) the form of securities contained in the Indenture; and (h) certificates of officers of the Guarantors. In connection with this opinion, I have relied upon originals or copies, certified or otherwise identified to my satisfaction, of such documents, certificates of public officials, corporate or partnership records and instruments as was provided to me. In preparing this opinion I have assumed the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity of all copies to originals. In addition, in making my examination of documents executed by parties other than the Company or the Guarantors, I have assumed that such other parties have the power to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action and due execution and delivery by such other parties of such documents and the validity and binding effect thereof with respect to such parties. I am a member of the Bar of the Commonwealth of Pennsylvania and I express no opinion as to the laws of any other jurisdiction. Based upon, and subject to, the foregoing and the further assumptions and qualifications discussed below, it is my opinion that: 1. Eighty-Four Mining Company and Rochester & Pittsburgh Coal Company each is a corporation duly incorporated under the laws of the Commonwealth of Pennsylvania, and is validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. 2. Conrhein Coal Company is a Pennsylvania validly existing general partnership and in good standing under the laws of the Commonwealth of Pennsylvania. 3. The execution, delivery and issuance of the guarantees of the Exchange Notes by the Guarantors have been duly authorized by the Guarantors and when issued in accordance with the terms of the Indenture (including the due authentication of the Exchange Notes by the Trustee) and the Exchange Offer, will constitute valid and binding obligations of the Guarantors. The Corporate Guarantors have the corporate power and authority and Conrhein has the power and authority under its Partnership Agreement and Pennsylvania law applicable to partnerships to enter into and consummate the transactions contemplated by the Indenture and the Exchange Offer. I understand that you will rely on this opinion in providing your opinion to be included as an exhibit to Amendment No. 1 to the Registration Statement. I hereby consent to such reliance. Very truly yours, /s/ Samuel P. Skeen cc: D. L. Fassio -----END PRIVACY-ENHANCED MESSAGE-----