0001125282-01-501979.txt : 20011009
0001125282-01-501979.hdr.sgml : 20011009
ACCESSION NUMBER: 0001125282-01-501979
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010924
SUBJECT COMPANY:
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: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56369
FILM NUMBER: 1743449
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: RWE AKTIENGESELLSCHAFT /ADR/
CENTRAL INDEX KEY: 0000942157
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
STATE OF INCORPORATION: I8
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: OPERNPLATZ 1
STREET 2: 45128 ESSEN GERMANY
CITY: GERMANY
STATE: I8
ZIP: 10286
BUSINESS PHONE: 492011215150
MAIL ADDRESS:
STREET 1: OPERNPLATZ 1
STREET 2: 45128 ESSEN
CITY: GERMANY
SC 13D/A
1
b313625_am1tosch13d.txt
AMENDMENT NO. 1 TO SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
CONSOL ENERGY INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
20854P 10 9
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(CUSIP number)
ROBERT C. MUFFLY, ESQ.
BECKER, GLYNN, MELAMED & MUFFLY LLP
299 Park Avenue
New York, New York 10171
(212) 888-3033
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(Name, address and telephone number of person
authorized to receive notices and communications)
August 1, 2001
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(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 / /.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
-----------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 20854P 10 9 13D Page 2 of 5
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RWE Aktiengesellschaft
(No S.S. or I.R.S. Identification No.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
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7 SOLE VOTING POWER
57,997,357
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NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY -------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 57,997,357
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,997,357
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.8%
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14 TYPE OF REPORTING PERSON*
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 20854P 10 9 13D Page 3 of 5
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The following constitutes Amendment No. 1 to the Schedule 13D filed by
RWE Aktiengeselschaft ("RWE") with the Securities and Exchange Commission (the
"Commission") on June 7, 1999 (the "Schedule 13D") relating to shares (the
"Shares") of the common stock, par value $.01 per share (the "Common Stock") of
CONSOL Energy Inc. (the "Issuer"). This amendment reports the transfer of
3,594,000 Shares by RWE to RWE Rheinbraun Aktiengesellschaft, a wholly-owned
subsidiary of RWE formerly known as Rheinbraun A.G. ("RWE Rheinbraun"), and the
adoption by RWE of a compensation policy applicable to certain directors of the
Issuer who are also employees of RWE or RWE Rheinbraun and which, under certain
circumstances, may give RWE or RWE Rheinbraun a pecuniary interest in certain
stock options of the Issuer held by such directors.
Unless otherwise indicated, the information set forth in Schedule 13D
remains unchanged and each capitalized term not defined herein shall have the
meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The principal business address of RWE is Opernplatz 1, 45128 Essen,
Germany.
The principal business of RWE is that of a holding company for a
leading international energy-based industrial conglomerate.
For information with respect to the identity and background of each
director and executive officer of RWE, see Schedule A attached hereto.
During the last five years, neither RWE nor, to the best of its
knowledge, any person identified on Schedule A has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which RWE or such person, as the case may
be, 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.
All persons identified on Schedule A are citizens of Germany.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to add the following at the end thereof:
Pursuant to an Asset Contribution Agreement, dated July 31, 2001,
between RWE and RWE Rheinbraun, RWE transferred 3,594,000 Shares to RWE
Rheinbraun on or about August 1, 2001 as an asset contribution and, in exchange
therefor, RWE Rheinbraun issued to RWE 15,625 new bearer shares of its capital
stock, no par value.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Amendment, the aggregate number of Shares of
Common Stock beneficially owned by RWE is 57,997,357, representing approximately
73.8% of the total number of Shares of Common Stock outstanding, based on the
78,639,728 Shares represented by the Issuer as outstanding as of April 30, 2001
in its Quarterly Report on Form 10-Q for the period ended March 31, 2001. RWE
beneficially owns the 57,997,357 Shares through its wholly-owned subsidiaries,
RWE Rheinbraun and Rheinbraun U.S. GmbH.
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CUSIP NO. 20854P 10 9 13D Page 4 of 5
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(b) RWE has sole power to vote or direct the vote and to dispose or
direct the disposition of the Shares of the Issuer that are the subject of this
Schedule 13D.
(c) Other than the transfer of 3,594,000 Shares described in Item 3,
there has been no transaction in Shares effected by RWE or its subsidiaries
within the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended to add the following after the third paragraph
thereof:
Effective July 1, 2001, RWE instituted a new policy concerning
compensation received by employees of RWE and of its subsidiaries (the "RWE
Group") for their service as directors of any member company of the RWE Group.
To the extent that the compensation received by any such director exceeds a
specified level, he or she must turn over the excess to the RWE Group company
that is his or her principal employer. The value of stock options received by
any such director, as measured on the date of exercise, is considered to be part
of his or her total compensation and is therefore subject to the policy. Thus,
under certain circumstances, RWE may have a pecuniary interest in the stock
options of the Issuer held from time to time by those directors of the Issuer
who are employed by RWE Rheinbraun or another RWE Group company. Under no
circumstances, however, does the policy result in any RWE Group company
acquiring the right to vote or dispose (or to direct the voting or disposition)
of any such stock option or the Shares of Common Stock of the Issuer that may be
acquired upon exercise of the option. Directors of the Issuer who are
principally employed by the Issuer are not subject to the policy.
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.
Dated: September 5, 2001
RWE Aktiengesellschaft
By: /s/ Georg Lambertz
--------------------------------
Name: Lambertz
Title: Division Head, Finances
By: /s/ Georg Muller
--------------------------------
Name: Georg Muller
Title: Division Head, Legal
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CUSIP NO. 20854P 10 9 13D Page 5 of 5
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SCHEDULE A
RWE EXECUTIVE BOARD OF DIRECTORS
Principal
Name Occupation or Employment
---- ------------------------
Dr. Dietmar Kuhnt President and CEO, RWE AG
Dr. Richard R. Klein Executive Vice President, RWE AG
Dr. Gert Maichel Executive Vice President, RWE AG
President and CEO, RWE Power AG
Manfred Remmel Executive Vice President, RWE AG
Dr. Klaus Sturany Executive Vice President, RWE AG
Jan Zilius Executive Vice President, RWE AG
The business address of the above executive officers and directors is:
RWE Aktiengesellschaft
Opernplatz 1
45128 Essen
Germany