UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 8, 2011 (June 2, 2011)
Arch Coal, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-13105
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43-0921172 |
| (State or Other
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(Commission File Number)
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(I.R.S. Employer |
| Jurisdiction of Incorporation)
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Identification No.) |
CityPlace One
One CityPlace Drive, Suite 300
St. Louis, Missouri 63141
(Address of Principal Executive Offices) (Zip Code)
(314) 994-2700
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On June 2, 2011, Arch Coal, Inc. (“Arch”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Morgan Stanley & Co. LLC, PNC Capital Markets LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives
for the several underwriters named in Schedule A of the Underwriting Agreement, for the issuance
and sale by Arch of 48.0 million shares of Arch’s common stock, par value $0.01 per share
(“Common Stock”). The Underwriting Agreement also grants the underwriters a 30-day option
to purchase up to an additional 7.2 million shares of Common Stock to cover over-allotments, if
any. The foregoing description is qualified by reference to the Underwriting Agreement, a copy of
which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
The Underwriting Agreement is not intended to provide factual information or other disclosure
other than with respect to the terms of the Underwriting Agreement itself, and you should not rely
on it for that purpose. In particular, any representations and warranties made by Arch were made
solely within the specific context of the Underwriting Agreement and may not describe the actual
state of affairs as of the date they were made or at any other time.
On June 8, 2011, Arch disclosed in a press release that it closed the public offering of 48.0
million shares.
A copy of the press release is
attached hereto as Exhibit 99.1. The offering was made pursuant to the Company’s registration
statement on Form S-3 (File No. 333-157880). A copy of the Form of the Certificate of Common Stock
and opinion of counsel related to the offering of Common Stock are attached hereto as Exhibit 4.21
and Exhibit 5.2, respectively, and are expressly incorporated by reference herein and into Arch’s
registration statement on Form S-3 (File No. 333-157880).
Important Additional Information
This communication is provided for informational purposes only. It does not constitute an
offer to purchase any securities or the solicitation of an offer to sell any securities. Arch and
its subsidiary Atlas Acquisition Corp. have filed with the Securities and Exchange Commission (the
“SEC”) a tender offer statement on Schedule TO, including the offer to purchase and related
documents, which has been previously amended and will be further amended as necessary.
International Coal Group, Inc. (“ICG”) has filed with the SEC a tender offer
solicitation/recommendation statement on Schedule 14D-9, which has been previously amended and will
be further amended as necessary. These documents contain important information and stockholders of
ICG are advised to carefully read these documents before making any decision with respect to the
cash tender offer. These documents are available at no charge on the SEC’s website at
http://www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and
certain related tender offer documents may be obtained free of charge by directing such requests to
Arch Coal investor relations at (314) 994-2897 or our information agent, Innisfree M&A
Incorporated, at (877) 717-3922 (toll-free for stockholders) or (212) 750-5833 (collect for bank
and brokers). A copy of the tender offer statement and ICG’s solicitation/recommendation statement
on Schedule 14D-9 are available to all stockholders of ICG free of charge at
http://www.intlcoal.com.