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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): September 8, 1999
ANKER COAL GROUP, INC.
(Exact Name Of Registrant As Specified in Its Charter)
Delaware 333-39643 52-1990183
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
2708 Cranberry Square 26508
Morgantown, West Virginia (Zip Code)
(Address Of Principal Executive Offices)
Registrant's telephone number, including area code: (304) 594-1616
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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
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ITEM 5. OTHER EVENTS
Anker Coal Group, Inc. issued the attached press release on September
8, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated September 8, 1999
1
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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/ Bruce Sparks
Bruce Sparks
President
Date: September 8, 1999
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated September 8, 1999
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FOR IMMEDIATE RELEASE
September 8, 1999
ANKER COAL ANNOUNCES REVISED RESTRUCTURING AND FINANCING TERMS
Morgantown, WV - As previously described in the Anker Coal Group, Inc.
(the "Company") Form 10-Q for the quarter ended June 30, 1999, the Company is
engaged in negotiations with Rothschild Recovery Fund, L.P. ("Rothschild") to
restructure its 9 3/4% Senior Notes due 2007 and raise additional capital. The
Company announced today that it had reached agreement in principle with
Rothschild on a revised structure for the proposed transaction.
Like the structure described in the Company's previous filings with the
SEC, the revised approach would involve issuing secured exchange Notes for the
existing unsecured senior Notes in a private transaction with a limited number
of Note holders and raising additional capital in a private placement. It is now
proposed to offer Note holders in a private exchange $800 principal amount of
new 14.25% Senior Secured Notes due 2007 plus common equity in the Company for
each $1,000 principal amount of old Notes exchanged. The proposed exchange ratio
has been increased from 75% in the previous structure in lieu of paying the
October 1, 1999 interest payment on the existing Notes in cash. For each
$1,000,000 principal amount of Notes exchanged, the exchanging Note holder would
receive 0.16% of the Company's fully diluted equity, for a total of 20% if all
Notes were exchanged. The interest payment on the new Notes due April 1, 2000
would be paid in kind by issuing $71.25 principal amount of new Notes in lieu of
cash interest due on each $1,000 principal amount of new Notes on such date.
Interest on the new Notes would thereafter be payable only in cash. The revised
approach also contemplates that the Company would issue new notes to JJF Group
Limited Liability Company (a shareholder of the Company controlled by the estate
of John J. Faltis, former Chairman and Chief Executive Officer of the Company)
in exchange for cancellation of JJF Group's stock in the Company and its rights
to require the Company to buy that stock for $10,000,000 plus interest. Under
the proposed new approach, the Company would need to raise substantially less
cash, all of which Rothschild has agreed in principle to provide.
Consummation of the proposed private transaction is subject to
satisfaction of a number of conditions, including negotiation of definitive
documentation and the exchange of at least a majority of the old Notes for new
Notes in the private exchange. Rothschild has advised the Company that, assuming
the proposed transaction is consummated, it will exchange its roughly
$41,000,000 of old Notes in the private exchange and will purchase $11,765,000
of additional new notes plus 10% of the Company's fully diluted equity for a
payment of $10,000,000 in cash at closing. In addition, Rothschild has agreed to
provide the Company with approximately $7,500,000 of additional cash if needed
to make the October 1, 2000 interest payment on the Notes by purchasing
additional Notes at a price equal to 95% of their then-current market value.
The Company has identified a limited group of Note holders to which it
plans to offer the opportunity to participate in the proposed private exchange.
The Company anticipates offering Note holders that are not involved in the
initial private exchange the opportunity to exchange their unexchanged 9 3/4%
Notes for new Notes in a subsequent public exchange offer.
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The Company believes that the revised restructuring proposal is in its
best interests, and will enable the Company to continue implementing its current
business plan. The Company cannot give any assurance that the proposed
transaction will be consummated on terms acceptable to all parties, if at all.
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 securities to be issued as described above have not and will not be
registered under the Securities Act of 1933 and may not be offered and sold in
the United States absent registration or an applicable exemption from
registration. 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. Any such offer will be
made only by a separate exchange offer and private placement memorandum.
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, including the Company's ability to
implement its business plan, the availability of liquidity and capital
resources, the effects of the transition to contract mining, the ability to
achieve anticipated cost savings, securing new mining permits, unforeseen
adverse geologic conditions, successful completion of the planned restructuring
and receipt of additional capital, and other factors identified in the Company's
filings with the SEC. 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.
Contact Bruce Sparks, President, Anker Coal Group, Inc. at (304)
594-1616.
