-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, f3FFoXdoyfCfeFjtfF7tAZNeCDOO47kJc5EJ+DaOaT0dwUmaUxIxpXW6BTOINL/2 ZmUdax9xVSnHjBwnFPK9xw== 0000912057-94-003988.txt : 19941122 0000912057-94-003988.hdr.sgml : 19941122 ACCESSION NUMBER: 0000912057-94-003988 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941121 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASHLAND COAL INC CENTRAL INDEX KEY: 0000833890 STANDARD INDUSTRIAL CLASSIFICATION: 1221 IRS NUMBER: 610880012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-46856 FILM NUMBER: 94561343 BUSINESS ADDRESS: STREET 1: 2205 FIFTH ST RD CITY: HUNTINGTON STATE: WV ZIP: 25701 BUSINESS PHONE: 3045263333 MAIL ADDRESS: STREET 1: PO BOX 6300 CITY: HUNTINGTON STATE: WV ZIP: 25771 424B3 1 S-3/A FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 33-46856 P R O S P E C T U S - ----------------- 615,000 SHARES ASHLAND COAL, INC. COMMON STOCK ------------------ All of the shares of the par value $.01 Ashland Coal, Inc. ("Ashland Coal" or the "Company") Common Stock offered hereby (the "Common Stock") are being sold by certain shareholders (the "Selling Shareholders") of the Company for their respective accounts. The Company has agreed (1) to bear certain expenses in connection with the registration and sale of the Common Stock and (2) if certain liabilities, including those under the Securities Act of 1933, as amended (the "Securities Act") should be incurred by a Selling Shareholder or certain brokers acting on its behalf as a consequence of acts or omissions by the Company, to indemnify such Selling Shareholder and broker. All or a portion of the Common Stock may be disposed of by the Selling Shareholders hereunder from time to time in one or a combination of the following transactions: (a) in transactions (which may involve block transactions) on the New York Stock Exchange or other exchanges, or otherwise, at market prices prevailing at the time of sale or at prices related to such prevailing market prices; or (b) in privately negotiated transactions at negotiated prices. The Selling Shareholders may effect such transactions by selling the Common Stock to or through brokers or dealers and such brokers or dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders or the purchasers of the Common Stock for whom such brokers or dealers may act as agent, or to whom they sell as principal, or both (which compensation to a particular broker or dealer might be in excess of customary commissions or be changed from time to time). The Selling Shareholders and any brokers, dealers or agents who participate in a sale of the Common Stock may be deemed "underwriters" within the meaning of Section 2(11) of the Securities Act and the commissions paid or discounts allowed to any of such brokers, dealers or agents in addition to any profits received on resale of the Common Stock if any such brokers, dealers or agents should purchase any Common Stock as a principal may be deemed to be underwriting discounts or commissions under the Securities Act. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------
UNDERWRITING DISCOUNTS AND PROCEEDS TO SELLING PRICE TO PUBLIC COMMISSIONS SHAREHOLDERS(1) Per Share......................... See Text See Text See Text Total............................. Above Above Above - ------------------------ (1) The Company has agreed to prepare and file this Prospectus and the related Registration Statement and supplements and amendments thereto required by the Securities Act with the Securities and Exchange Commission (the "Commission"), to register and qualify the Common Stock if required under applicable Blue Sky laws, and to deliver copies of the Prospectus to the Selling Shareholders, in each case at Company expense, estimated at $98,100. The expenses payable by the Selling Shareholders, including selling commissions and fees and expenses of counsel to the Selling Shareholders, are not capable of precise estimation by the Company.
On November 9, 1994, the last reported sale price of the Common Stock on the New York Stock Exchange composite tape was $30.375 per share. The Common Stock of the Company is traded on the New York Stock Exchange under the symbol "ACI." The date of this Prospectus is November 17, 1994. AVAILABLE INFORMATION Ashland Coal has filed with the Commission a Registration Statement on Form S-3 under the Securities Act (the "Registration Statement") relating to the securities offered hereby. As permitted by the rules and regulations of the Commission, this Prospectus omits certain information contained in the Registration Statement on file with the Commission. For further information pertaining to the Company and the shares offered hereby, reference is made to the Registration Statement and exhibits thereto, which may be inspected without charge at the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the Registration Statement, including exhibits, may be obtained from the Commission at prescribed rates. The Company's principal executive offices are located at 2205 Fifth Street Road, Huntington, West Virginia 25701. Its telephone number is (304) 526-3333. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and are available for inspection and copying at the regional offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661). Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, Washington, D.C. 20549. Such reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission pursuant to the Exchange Act are incorporated into this Prospectus by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b) The Company's Current Report on Form 8-K filed January 5, 1994; (c) The Company's Current Report on Form 8-K filed February 17, 1994; (d) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994; (e) The Company's Quarterly Report on Form 10-Q/A-1 for the quarter ended June 30, 1994; (f) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994; (g) The Company's Form 8-A dated July 14, 1988, containing a description of the Company's Common Stock; and (h) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in any subsequently filed document which is also incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person to whom this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to above which may have been or may be incorporated into this Prospectus by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to Ashland Coal, Inc., Attention: Corporate Secretary, 2205 Fifth Street Road, P.O. Box 6300, Huntington, West Virginia 25771, telephone number (304) 526-3333. 2 THE COMPANY Ashland Coal is engaged in the mining, processing, marketing and distribution of low-sulfur bituminous coal. The Company sells its coal principally to electric utilities in the eastern United States. The Company also exports coal, primarily to European customers. Ashland Coal was incorporated in Delaware in 1975. The Company estimates that its subsidiaries had, as of October 1, 1994, approximately 712 million recoverable tons of proven and probable coal reserves in southern West Virginia and eastern Kentucky, of which approximately 264 million tons are recoverable using surface mining methods. The Company estimates that a substantial portion of this coal has a sulfur content of 1% or less, some of which is compliance coal.(1) Demand for the Company's coal primarily depends on the demand for electricity in the areas serviced by the utilities purchasing the Company's coal. Demand for electricity in turn depends on the level of economic activity and other factors such as temperature extremes. The Company's customers frequently combine nuclear, natural gas and other energy sources in their generating operations, and, accordingly, their demand for coal varies depending on price and transportation, regulatory, and other factors. For the year ended December 31, 1993, the Company and its independent operating subsidiaries sold approximately 16 million tons of coal, as compared to approximately 19.1 and 14.3 million tons sold in 1992 and 1991, respectively. Approximately 57% of the total number of tons sold during 1993 was sold under long-term contracts as compared to 66% for 1992 and 67% for 1991. The balance was sold on the spot market (which includes contracts with a duration of one year or less). In 1993, the Company sold approximately 2.1 million tons of coal in the export market, compared to approximately 3.9 million tons in 1992 and 3.8 million tons in 1991. Approximately 61%, 71% and 71% of total revenue for 1993, 1992 and 1991, respectively, were derived from long-term contracts. For the year ended December 31, 1993, the Company's independent operating subsidiaries produced approximately 14.2 million tons of coal as compared to approximately 16.7 and 12.2 million tons for 1992 and 1991, respectively. In addition, the Company purchased for resale 1.6 million tons of coal during 1993 and approximately 2.0 million tons of coal during each of 1992 and 1991. Selling prices for the Company's coal are based on long-term contracts and the spot market. Selling prices in many of the Company's long-term contracts are adjusted for changes in broad price indices and labor costs, including wage rates and other benefits under the United Mine Workers-Bituminous Coal Operators' Association National Bituminous Coal Wage Agreement of 1993 ("Wage Agreement"), or any successor agreement. Some of the Company's long-term contracts also provide for price adjustment if certain federal and state levies on coal mining and processing are changed. In addition, most of the Company's long-term contracts provide that the customer may vary from the base annual quantity, usually by not more than 15%, the quantity of coal purchased under the contract in a particular year. In addition, renegotiation of contract terms after execution is not unusual in the industry to accommodate changing market or operational conditions. Coal production at the Company's independent operating subsidiaries is subject to a variety of operational, geologic, and weather-related factors that routinely cause production to fluctuate. Operational factors include anticipated and unanticipated events. For example, the longwall mining equipment at the Mingo Logan Coal Company ("Mingo Logan") Mountaineer mine must be dismantled and moved to a new area of the mine whenever the coal reserves in a segment of the mine -- called a panel -- are exhausted. The size of a panel varies and therefore the frequency of moves can also vary. Unanticipated events, such as the unavailability of essential equipment because of breakdown or unscheduled maintenance, would also adversely affect production. Geologic conditions within mines are not uniform. Overburden ratios at the surface mines sometimes vary, as do roof and floor conditions and seam thickness in underground mines. These variations can be either positive or negative - ------------------------ (1) Sulfur content of 1% or less refers to percentage by weight. "Compliance coal" is coal which emits 1.2 pounds or less of sulfur dioxide per million BTU upon combustion without the aid of sulfur reduction technology. 3 for production. Weather conditions can also have a significant effect on the Company's production, depending on the severity and duration of the condition. For example, extremely cold weather combined with substantial snow and ice accumulations may impede surface operations directly and all operations indirectly by making it difficult for workers and suppliers to reach the mine sites. The Company's Hobet Mining, Inc. independent operating subsidiary ("Hobet") and subsidiaries of the Company's Dal-Tex Coal Corporation independent operating subsidiary ("Dal-Tex") are parties to the Wage Agreement with the United Mine Workers of America. From time to time in the past, most recently in 1993, strikes and work stoppages have adversely affected production at the operations of Hobet and Dal-Tex, and have caused disruptions at their mines. Currently, Mingo Logan, Mingo Logan's Mountaineer Mining Company and Bearco divisions and certain contract miners are parties to a National Labor Relations Board proceeding to determine whether Mingo Logan's employees should be deemed jointly employed with the contract miners' employees or whether the Mingo Logan and contract miners' employees are employed by different employers. The outcome of the proceeding would determine for purposes of voting on union representation (if such vote is required by applicable labor law) whether the Mingo Logan employees may vote separately, or will be required to vote with employees of Mingo Logan's contract miners. Any one or a combination of changing demand, fluctuating selling prices, routine operational, geologic and weather-related factors or labor disruptions may occur at times or in a manner that causes results of operations to deviate from expectations. THE SELLING SHAREHOLDERS Certain information regarding the Selling Shareholders appears in the table below. The Company has undertaken to prepare and file amendments to the Registration Statement required to keep the Registration Statement effective as to shares elected to be offered by the Selling Shareholders hereunder until the earlier of (i) July 6, 1995, or (ii) the date on which all the Common Stock has been sold by the Selling Shareholders offering such shares.
SHARES OF COMMON SHARES OWNED AFTER STOCK OWNED AS OF COMPLETION OF SEPTEMBER 30, 1994 NUMBER OF THE OFFERING -------------------------- SHARES -------------------------- SELLING SHAREHOLDER NUMBER % OF CLASS* BEING OFFERED NUMBER % OF CLASS* - ----------------------------------------------- --------- --------------- -------------------- --------- --------------- YMCA Retirement Fund........................... 145,800 1% 30,000 115,800 Capital Research & Management Company, on behalf of SMALLCAP World Fund, Inc............ 150,000 1% 150,000 Kemper Technology Fund**....................... 35,000 35,000 The United Company............................. 400,000 3% 400,000 - ------------------------ *Percentages are based upon the aggregate number of 13,720,984 shares of Common Stock outstanding on September 30, 1994. However, if all the Company's outstanding Class B and C Preferred Stock were to be converted at the current conversion rate, 18,307,484 shares of Common Stock would be outstanding. Except where indicated, the percentage of Common Stock owned by a Selling Shareholder is less than one percent. **At the close of business on August 26, 1994, Kemper Environmental Services Fund, formerly named as a selling shareholder, merged into Kemper Technology Fund with Kemper Technology Fund being the surviving entity. Affiliates of Kemper Technology Fund hold an aggregate of $10 million principal amount of the Company's 9.78% Senior Notes due September 15, 2000.
Unless noted above in the table, none of the Selling Shareholders has had any position, office or other material relationship within the past three years with the Company or any of its affiliates. PLAN OF DISTRIBUTION All or a portion of the Common Stock may be disposed of by the Selling Shareholders hereunder from time to time in one or a combination of the following transactions: (a) in transactions (which may 4 involve block transactions) on the New York Stock Exchange or other exchanges, or otherwise, at market prices prevailing at the time of sale or at prices related to such prevailing market prices; or (b) in privately negotiated transactions at negotiated prices. The Selling Shareholders may effect such transactions by selling the Common Stock to or through brokers or dealers and such brokers or dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders or the purchasers of the Common Stock for whom such brokers or dealers may act as agent, or to whom they sell as principal, or both (which compensation to a particular broker or dealer might be in excess of customary commissions). Any commissions or discounts paid or allowed to brokers, dealers or agents may be changed from time to time. The Selling Shareholders and any brokers, dealers or agents who participate in a sale of the Common Stock may be deemed "underwriters" within the meaning of Section 2(11) of the Securities Act and the commissions paid or discounts allowed to any of such brokers, dealers or agents in addition to any profits received on resale of the Common Stock if any such brokers, dealers or agents should purchase any Common Stock as a principal may be deemed to be underwriting discounts or commissions under the Securities Act. If certain liabilities, including those under the Securities Act, should be incurred by the Selling Shareholders and certain brokers executing transactions on their behalf pursuant to the Plan of Distribution as a consequence of acts or omissions by the Company, the Company has agreed to indemnify such Selling Shareholders and brokers for such loss. LEGAL MATTERS Hunton & Williams, special counsel to the Company, has passed upon the validity of the issuance of the shares of Common Stock offered hereby. EXPERTS The consolidated financial statements of Ashland Coal appearing in Ashland Coal's Annual Report (Form 10-K) for the year ended December 31, 1993, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ------------------- TABLE OF CONTENTS
PAGE ----- Available Information.......................... 2 Incorporation of Certain Documents by Reference..................................... 2 The Company.................................... 3 The Selling Shareholders....................... 4 Plan of Distribution........................... 4 Legal Matters.................................. 5 Experts........................................ 5
------------------- 615,000 SHARES ASHLAND COAL, INC. COMMON STOCK -------------- PROSPECTUS ------------------- NOVEMBER 17, 1994 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----