0001104659-11-018939.txt : 20110406 0001104659-11-018939.hdr.sgml : 20110406 20110406171000 ACCESSION NUMBER: 0001104659-11-018939 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110406 DATE AS OF CHANGE: 20110406 EFFECTIVENESS DATE: 20110406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Walter Energy, Inc. CENTRAL INDEX KEY: 0000837173 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 133429953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13711 FILM NUMBER: 11743833 BUSINESS ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8138714811 MAIL ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. STREET 2: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: WALTER INDUSTRIES INC /NEW/ DATE OF NAME CHANGE: 19950207 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBOROUGH HOLDINGS CORP DATE OF NAME CHANGE: 19910814 DEFA14A 1 a11-9890_1defa14a.htm DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

WALTER ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

WALTER ENERGY, INC.

4211 W. Boy Scout Blvd.

Tampa, Florida 33607

 

SUPPLEMENT TO PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 20, 2011

 

This proxy statement supplement, dated April 6, 2011, supplements the Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2011 relating to the Annual Meeting of Stockholders of Walter Energy, Inc. (the “Company”) to be held on Wednesday, April 20, 2011 at 10 a.m., local time, at the Wynfrey Hotel, 1000 Riverchase Galleria, Birmingham, Alabama 35244.  The purpose of this supplement is to provide subsequent information regarding Proposal 2 — Election of Three Additional Directors, which is described on pages 9 to 11 of the Proxy Statement.

 

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2011 (the “Form 8-K”), on April 1, 2011, the Company completed its acquisition of all of the outstanding common shares of Western Coal Corp. pursuant to, and consummated the other transactions contemplated by, the terms and conditions of the Arrangement Agreement entered into between the Company and Western Coal Corp. on December 2, 2010 (the “Arrangement Agreement”).

 

As also disclosed in the Form 8-K, in connection with the consummation of such transactions and as contemplated by the Arrangement Agreement, on April 1, 2011, the number of directors that shall constitute the Board of Directors of the Company was increased by three to a total of ten and the following persons were appointed to the Board of Directors:  Mr. David R. Beatty, Mr. Keith Calder and Mr. Graham Mascall.  In addition, as disclosed in the Form 8-K, Mr. Calder was appointed as Chief Executive Officer of the Company.

 

Accordingly, all of the conditions set forth in Proposal 2 upon which the election of each of the additional director nominees named in the Proposal was contingent have now been satisfied.