-----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, FHidf5kwGQDNKlpY9Kcoerh1wJZQP9xcmspN8jxM8xUO+N4BvLnNsygUT6PXdwZn zMa9Ns82YKb3e/OQr5LU/A== 0000007694-00-000054.txt : 20000403 0000007694-00-000054.hdr.sgml : 20000403 ACCESSION NUMBER: 0000007694-00-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH COAL INC CENTRAL INDEX KEY: 0001037676 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 430921172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51233 FILM NUMBER: 591152 BUSINESS ADDRESS: STREET 1: CITY PLACE ONE STE 300 STREET 2: ARCH MINERAL CORP CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3149942700 MAIL ADDRESS: STREET 1: CITYPLACE ONE SUITE 300 STREET 2: ARCH MINERAL CORP CITY: CREVE COEUR STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: ARCH MINERAL CORP DATE OF NAME CHANGE: 19970411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHLAND INC CENTRAL INDEX KEY: 0000007694 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 610122250 STATE OF INCORPORATION: KY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 50 E. RIVERCENTER BOULEVARD CITY: COVINGTON STATE: KY ZIP: 41012 BUSINESS PHONE: 6068153333 MAIL ADDRESS: STREET 1: 50 E. RIVERCENTER BOULEVARD CITY: COVINGTON STATE: KY ZIP: 41012 FORMER COMPANY: FORMER CONFORMED NAME: ASHLAND OIL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ASHLAND OIL & REFINING CO DATE OF NAME CHANGE: 19700806 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 7) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) Arch Coal, Inc. (Name of Issuer) Common Stock (Title of class of Securities) 039380100 (CUSIP Number) David L. Hausrath Vice President and General Counsel Ashland Inc. 50 E. RiverCenter Boulevard P.O. Box 391 Covington, KY 41012-0391 (606) 815-3333 (Name, address and telephone number of person authorized to receive notices and communications) March 31, 2000 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Page 2 of 7 CUSIP No. 039380100 13D 1 NAME OF REPORTING PERSONS Ashland Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 61-0122250 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky NUMBER OF 7 SOLE VOTING POWER SHARES 4,753,271 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 4,753,271 (excludes 1,495,186 shares held by Key Trust Company of Ohio, N.A. ("Key Trust") as Trustee under the Ashland Inc. Leveraged Employee Stock Ownership Plan (the "LESOP shares"). Ashland has sole power to direct the disposition of the LESOP shares. Ashland disclaims beneficial ownership of the LESOP shares.) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,753,271 shares of common stock (excludes the "LESOP" shares) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% of the shares of common stock 14 TYPE OF REPORTING PERSON CO Page 3 of 7 Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Item 1. Security and Issuer Ashland Inc. ("Ashland") currently owns 4,753,271 shares of common stock ("common stock"), par value $.01 per share, of Arch Coal, Inc. ("Arch Coal"). Arch Coal is a Delaware corporation with its principal executive offices located at City Place One, Suite 300, Creve Coeur, Missouri 63141. Item 2. Identity and Background (a), (b) and (c) Ashland is a Kentucky corporation with its principal executive offices located at 50 E. RiverCenter Blvd., P. O. Box 391, Covington, Kentucky 41012-0391. Ashland is a diversified company with wholly owned operations in distribution, specialty chemicals, motor oil and car care products, and highway construction. Ashland also has a 38-percent equity interest in Marathon Ashland Petroleum LLC and a 12-percent equity interest in Arch Coal. The executive officers and directors of Ashland and their principal occupations are shown on the attached Schedule I. The business address of each executive officer is shown on Schedule I. Each director's business address is Ashland Inc., c/o Office of the Secretary, 50 E. RiverCenter Boulevard, P. O. Box 391, Covington, KY 41012-0391. (d-e) During the last five years, neither Ashland nor any of the persons listed in Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Each executive officer and director is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration Not applicable. Page 4 of 7 Item 4. Purpose of Transaction On June 22, 1999, Ashland, as a shareholder of Arch Coal, announced that it had retained the investment banking firm of Goldman Sachs to help Ashland explore strategic alternatives for its investment in Arch Coal. On October 5, 1999, Ashland announced that it was making progress on its study to explore strategic alternatives for its investment in Arch Coal and that, at that point, a tax-free spin-off to its shareholders seemed to be its preferred alternative. Ashland also announced that it had submitted a proposal to Arch Coal and had begun discussions with a special committee of the Arch Coal Board of Directors regarding such a spin-off transaction. Such a spin-off would have been subject, among other things, to a negotiated agreement with the special committee of the Arch Coal Board of Directors, approval by the Arch Coal shareholders, a favorable ruling from the Internal Revenue Service, and approval by Ashland's Board of Directors. On January 24, 2000, Ashland announced that it was continuing to pursue spin-off alternatives for its investment in Arch Coal, including both tax-free and taxable distributions. On February 24, 2000, Ashland announced that, absent intervening circumstances or material events, Ashland's management intended to recommend to its Board of Directors at the next Ashland Board meeting, to be held on March 16, 2000, a distribution to Ashland's shareholders of 17,397,233 shares of its Arch Coal Common Stock in the form of a taxable dividend. Ashland also announced that, in anticipation of the taxable distribution, two of Ashland's four employees currently on the Arch Coal Board of Directors, Paul W. Chellgren and J. Marvin Quin, will not stand for re-election to the Arch Coal Board at Arch Coal's upcoming Annual Meeting on April 20, 2000. On March 16, 2000, Ashland announced that its Board of Directors had approved a taxable distribution of 17,397,233 shares of Arch Coal Common Stock to Ashland's shareholders, and had set a record date of March 24, 2000 for the distribution. Ashland will retain shares of Arch Coal Common Stock to satisfy any federal tax withholding on the distribution. Any fractional shares of Arch Coal Common Stock will also be retained by Ashland with Ashland subsequently distributing the equivalent cash value. On March 27, 2000, Ashland announced that 17,397,233 shares of Arch Coal Common Stock had been distributed to Ashland's shareholders and are being recorded in book-entry form by Arch Coal's transfer agent. Each share of Ashland Common Stock received 0.246097 shares of Arch Coal Common Stock. Ashland will retain the shares of Arch Coal Common Stock required to satisfy any federal tax withholding on the distribution and any fractional shares of Arch Coal Common Stock resulting from the distribution. Brokers and dealers will have until April 5, 2000 to advise Ashland as to their full and fractional share requirements. Ashland will subsequently distribute to the Page 5 of 7 Ashland shareholders $7.1875 per share for any fractional shares of Arch Common Stock, which was determined to be the value of Arch Coal Common Stock on the record date. Also on March 27, 2000, Ashland mailed to its shareholders an information statement in respect of the distribution. Ashland anticipates that direct registration statements listing the number of shares of Arch Coal Common Stock received by each Ashland shareholder will be mailed commencing on or about March 31, 2000 by Arch Coal's transfer agent. The distribution is a taxable event to Ashland and constitutes dividend income to Ashland shareholders. Ashland intends, subject to then-existing market conditions but within one year, to dispose of its remaining shares of Arch Coal Common Stock in a transaction or transactions that qualify as a sale for federal income tax purposes. See Item 5.1.(b) for discussion of Arch Coal Common Stock held by the Ashland Inc. Leveraged Employee Stock Ownership Plan (the "LESOP"). Item 5. Interest in Securities of the Issuer I. Ashland (a) Ashland presently owns 4,753,271 shares of Arch Coal Common Stock which represents approximately 12.4% of the total issued and outstanding stock of Arch Coal. (b) Ashland has sole voting power and the sole power to dispose or to direct the disposition of its 4,753,271 shares of Arch Coal Common Stock. In addition, Ashland has sole power to dispose of 1,495,186 shares of Arch Coal Common Stock held by Key Trust Company of Ohio, N.A. as Trustee for the LESOP (the "LESOP shares"). Ashland disclaims beneficial ownership of the LESOP shares. Because of ERISA diversification requirements, it is expected that the LESOP will dispose of the LESOP shares, subject to then-existing market conditions. (c) Except as otherwise disclosed on Schedule II or in Item 4 hereof, neither Ashland nor the persons listed in Item 2 has effected any transaction relating to Arch Coal Common Stock within the last 60 days. (d) Not applicable. (e) Not applicable. II. Executive Officers and Directors of Ashland The beneficial ownership of the Common Stock of Arch Coal of Ashland's executive officers and directors is listed on Schedule II. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Pursuant to a Stockholders Agreement between Arch Coal, Ashland and Carboex S.A. ("Carboex"), Arch Coal has agreed to nominate for election as a director of Arch Coal a person designated by Carboex, and Ashland has agreed, among other things, to vote its shares of Arch Coal Common Stock in a manner sufficient to cause the election of such nominee. Page 6 of 7 Item 7. Material to be Filed as Exhibits Stockholders Agreement between Arch Coal, Ashland and Carboex S.A. dated April 4, 1997 (filed as Exhibit 7 to Ashland's Schedule 13D (Amendment No. 2) dated June 22, 1999, and incorporated herein by reference). Page 7 of 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 31, 2000 -------------------------- (Date) /s/ David L. Hausrath -------------------------- David L. Hausrath Vice President and General Counsel Schedule I DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND INC. PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES
DIRECTORS PRINCIPAL OCCUPATION* - ---------------- ------------------------------------------------------------------------------------ Samuel C. Butler Partner of Cravath, Swaine & Moore, Attorneys, New York, New York Frank C. Carlucci Chairman of the Board of The Carlyle Group, Washington, D.C. Paul W. Chellgren Chairman of the Board and Chief Executive Officer of Ashland Inc., Covington, Kentucky Ernest H. Drew Former CEO of Westinghouse Industries and Technology Group James B. Farley Private Investor and Retired Chairman and Chief Executive Officer of Mutual Life Insurance Company of New York, New York (now known as The MONY Group) Bernadine P. Healy President of the American Red Cross, Washington, D.C. Mannie L. Jackson Majority owner and Chairman and Chief Executive Officer of the Harlem Globetrotters, International Patrick F. Noonan Chairman of the Board of The Conservation Fund, Arlington, Virginia Jane C. Pfeiffer Management Consultant, Vero Beach, Florida William L. Rouse, Jr. Investments, Naples, Florida Theodore M. Solso Chairman and Chief Executive Officer of Cummins Engine Company, Inc., Columbus, Indiana * For business addresses, see Item 2.
EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION Paul W. Chellgren P. O. Box 391 Chairman of the Board Covington, KY 41012 and Chief Executive Officer James R. Boyd P. O. Box 391 Senior Vice President Covington, KY 41012 and Group Operating Officer David J. D'Antoni P. O. Box 2219 Senior Vice President Columbus, OH 43216 and Group Operating Officer J. Marvin Quin P. O. Box 391 Senior Vice President Covington, KY 41012 and Chief Financial Officer James J. O'Brien P. O. Box 1400 Senior Vice President; Lexington, KY 40512 President, The Valvoline Company Charles F. Potts APAC, Inc. Senior Vice President; 3340 Peachtree Rd., NE President, APAC, Inc. Tower Place Atlanta, GA 30326 Kenneth L. Aulen P. O. Box 391 Administrative Vice Ashland, KY 41114 President; Controller Philip W. Block P. O. Box 391 Administrative Vice Covington, KY 41012 President J. Dan Lacy P. O. Box 391 Vice President Covington, KY 41012 David L. Hausrath P. O. Box 391 Vice President and Covington, KY 41012 General Counsel Richard P. Thomas P. O. Box 391 Vice President and Covington, KY 41012 Secretary Peter M. Bokach P. O. Box 2219 Vice President; Columbus, OH 43216 President of Ashland Distribution Company James A. Duquin P. O. Box 2219 Vice President; Columbus, OH 43216 President of Ashland Specialty Chemical Company Lamar M. Chambers P. O. Box 391 Auditor Covington, KY 41012 SCHEDULE II Arch Coal Common Stock Transactions and Ownership by Ashland Directors and Executive Officers
Stock Transactions effected within Director of Ashland past 60 days* Total Ownership ------------------- ------------------ --------------- Samuel C. Butler 184 by wife 184 by wife 954 by Trust 954 by Trust 133 from Ashland DRIP 625 direct 492 direct Frank C. Carlucci 626 from Ashland DRIP 626 direct 49 by wife 49 by wife Paul W. Chellgren (information included in Executive Officer's List) Ernest H. Drew 1,722 direct 1,722 direct James B. Farley 98 joint with wife 98 joint with wife 492 direct 492 direct Bernadine P. Healy 917 direct 917 direct Mannie L. Jackson 492 direct 492 direct Patrick F. Noonan 492 direct 492 direct Jane C. Pfeiffer 694 direct 694 direct William L. Rouse 1,114 direct 1,114 direct Theodore M. Solso 492 direct 492 direct
*Represents acquisitions of Arch Common Stock pursuant to the taxable distribution by Ashland of Arch Common Stock to Ashland shareholders. All calculations are based upon the receipt of .246097 shares of Arch Common Stock for each share of Ashland Common Stock and exclude fractional shares.
Stock Transactions Executive Officer effected within of Ashland past 60 days* Total Ownership ------------------- ------------------ --------------- Kenneth L. Aulen 1,158 (1) 1,158 (1) 1,441 (2) 1,441 (2) 1,814 direct 1,814 direct Philip W. Block 1,480 (1) 1,480 (1) 533 (2) 533 (2) 500 direct 900 direct Peter M. Bokach 1,401 (1) 1,401 (1) 62 (2) 62 (2) 153 by son 153 by son 676 direct 676 direct James R. Boyd 1,635 (1) 1,635 (1) 55 (2) 55 (2) 1,045 joint with wife 1,045 joint with wife 7,647 direct 12,647 direct Lamar M. Chambers 764 (1) 764 (1) 778 (2) 778 (2) 225 direct 225 direct Paul W. Chellgren 29 shares purchased with the March 628 direct - held in the Arch 15, 2000 dividend through the Arch Coal DRIP Coal DRIP 28,401 direct 4,503 direct 2,514 (1) 15,898 from Ashland DRIP 6,572 (2) 2,514 (1) 6,572 (2)
*Except for Mr. Chellgren's March 15 Arch Coal DRIP purchase, all transactions represent the acquisition of Arch Common Stock pursuant to the taxable distribution by Ashland of Arch Common Stock to Ashland shareholders. All calculations are based upon the receipt of .246097 shares of Arch Common Stock for each share of Ashland Common Stock and exclude fractional shares. (1) Shares held in Ashland's Leveraged Employee Stock Ownership Plan (2) Shares held in Ashland's Employee Savings Plan
Stock Transactions Executive Officer effected within of Ashland past 60 days* Total Ownership ------------------- ------------------ --------------- David J. D'Antoni 1,689 (1) 1,689 (1) 1,645 (2) 1,645 (2) 123 custodian for son 123 custodian for son 1,577 direct 1,577 direct James A. Duquin 1,168 (1) 1,168 (1) 456 direct 456 direct David L. Hausrath 764 (1) 764 (1) 914 (2) 914 (2) 73 direct 73 direct J. Daniel Lacy 1,355 (1) 1,355 (1) 1,024 (2) 1,024 (2) James J. O'Brien 741 (1) 741 (1) 65 (2) 65 (2) 324 direct 324 direct Charles F. Potts 1,165 (1) 1,165 (1) 451 (2) 451 (2) 331 direct 331 direct J. Marvin Quin 1,634 (1) 1,634 (1) 4,024 (2) 4,024 (2) 5,571 direct 7,071 direct Richard P. Thomas 1,401 (1) 1,401 (1) 974 (2) 974 (2) 386 direct 386 direct
*Except for Mr. Chellgren's March 15 Arch Coal DRIP purchase, all transactions represent the acquisition of Arch Common Stock pursuant to the taxable distribution by Ashland of Arch Common Stock to Ashland shareholders. All calculations are based upon the receipt of .246097 shares of Arch Common Stock for each share of Ashland Common Stock and exclude fractional shares. (1) Shares held in Ashland's Leveraged Employee Stock Ownership Plan (2) Shares held in Ashland's Employee Savings Plan EXHIBIT INDEX Stockholders Agreement between Arch Coal, Ashland and Carboex S.A. dated April 4, 1997 (filed as Exhibit 7 to Ashland's Schedule 13D (Amendment No. 2) dated June 22, 1999, and incorporated herein by reference). -----END PRIVACY-ENHANCED MESSAGE-----