<PAGE> 1
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): April 16, 1999
ANKER COAL GROUP, INC.
(Exact Name Of Registrant As Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 333-39643 52-1990183
(State or other jurisdiction of incorporation or organization) (Commission File (I.R.S. Employer Identification No.)
Number)
2708 Cranberry Square 26508
Morgantown, West Virginia (Zip Code)
(Address Of Principal Executive Offices)
</TABLE>
Registrant's telephone number, including area code: (304) 594-1616
<PAGE> 2
ANKER COAL GROUP, INC.
FORM 8-K
TABLE OF CONTENTS
ITEM 5. OTHER EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . . . . . . . . . . . .1
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
<PAGE> 3
ITEM 5. OTHER EVENTS
Anker Coal Group, Inc. issued the attached press release on
April 15, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Press Release dated April 15, 1999
1
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANKER COAL GROUP, INC.
/s/ P. Bruce Sparks
-------------------
P. Bruce Sparks
President and Chief Executive Officer
Date: April 16, 1999
2
<PAGE> 1
FOR IMMEDIATE RELEASE
April 15, 1999
Morgantown, WV -- Anker Coal Group, Inc. announced today that the
Company is in negotiations with Rothschild Recovery Fund, L.P. ("RRF") regarding
a proposed exchange transaction with respect to the Company's 9 3/4% Senior
Notes due 2007 (the "Senior Notes"). The proposed transaction contemplates the
exchange of Senior Notes for newly issued 12.50% Senior Secured Notes due 2007
(the "New Notes") with a principal amount equal to 75% of the principal amount
of the Senior Notes being exchanged. The New Notes would be secured by a lien on
certain assets of the Company and its subsidiaries junior to the lien currently
held by the Company's senior secured lenders. Exchanging holders will be asked
to consent to certain modifications of the covenants contained in the indenture
for the Senior Notes. The Company expects to offer the opportunity to exchange
Senior Notes for New Notes to all holders of Senior Notes in accordance with
applicable securities law exemptions under which the New Notes issued in the
exchange would be freely tradable.
Contemporaneously with closing of the proposed exchange of Senior Notes
for New Notes, the Company expects to sell at par for cash up to $20 million of
New Notes ("New Interest Notes") in a private transaction to a limited number of
holders of Senior Notes. The proceeds of sale of the New Interest Notes would be
escrowed with the indenture trustee for the New Notes to cover the first three
interest payments on the New Notes (including the New Interest Notes). The
actual amount of New Interest Notes sold will depend upon the interest
obligations the Company will incur as a result of issuing the New Notes. RRF has
advised the Company that it is willing to purchase all New Interest Notes that
are not purchased by other potential purchasers in the proposed private sale.
Purchasers of the New Interest Notes will also receive a minority equity stake
in the Company.
Consummation of the proposed exchange, indenture amendments and private
sale will be subject to a number of conditions, including, without limitation,
approval of the modifications to the indenture for the Senior Notes by holders
of a majority of the outstanding Senior Notes, negotiation of definitive
documentation and participation in the exchange offer of a satisfactory level of
holders of Senior Notes.
Anker Coal Group, Inc. and its subsidiaries produce and sell coal used
principally for electric generation and steel production in the eastern United
States.
The above is not and shall not be deemed to constitute an offer to sell
or the solicitation of an offer to buy any security or the solicitation of any
consent. Any such offer or solicitation will be made only by a separate exchange
offer memorandum and consent solicitation document. The New Notes, including the
New Interest Notes, have not been registered under the Securities Act of 1933
and will not be offered or sold in the United States absent registration or an
applicable exemption from registration, nor shall there be any sale of such
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
This release contains statements which constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Actual results may differ materially from
those described or implied herein as a result of various factors, many of which
are beyond the control of the Company.
