SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 5, 1999
Arch Coal, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13105 43-0921172
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation Number) Identification No.)
CityPlace One, Suite 300, St. Louis, Missouri 63141
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (314) 994-2700
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Exhibit Index begins on page 4.
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Item 5. Other Events.
On October 5, 1999, Arch Coal, Inc. ("Arch") confirmed that it had received
a proposal from Ashland Inc. ("Ashland") that contemplates a tax-free spin-off
of Ashland's interest in Arch. Arch also confirmed that a special committee of
its board of directors is in discussions with Ashland concerning such proposal.
Ashland owns approximately 58% of the outstanding shares of Arch.
The proposed spin-off would require negotiation and execution of an
acceptable agreement between Ashland and Arch, receipt by Ashland of a favorable
ruling from the Internal Revenue Service and the approval by Arch's special
committee, its board of directors and its shareholders of certain matters to
facilitate the spin-off on a tax-free basis. There can be no assurance that an
acceptable agreement between Ashland and Arch will be reached, that a favorable
ruling from the Internal Revenue Service will be obtained or that the necessary
approvals by Arch's special committee, its board of directors or its
shareholders will be obtained. Even if an agreement is reached and such
conditions are satisfied, the proposed spin-off could take several months to
complete.
A copy of Arch's press release dated October 5, 1999, confirming receipt of
Ashland's proposal and confirming the special committee's discussions with
Ashland concerning such proposal is attached hereto and incorporated herein by
reference in its entirety. The foregoing summary of the attached press release
is qualified in its entirety by the complete text of such document.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following Exhibit is filed with this Current Report on Form 8-K:
Exhibit No. Description
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99 Press Release dated as of October 5, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 5, 1999 ARCH COAL, INC.
By: /s/ Jeffry N. Quinn
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Jeffry N. Quinn
Senior Vice President -
Law & Human Resources,
Secretary and General Counsel
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Exhibit Index begins on page 4.
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EXHIBIT INDEX
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Exhibit No. Description
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99 Press Release dated as of October 5, 1999
Page 4 of 4 pages.
Exhibit 99
FOR FURTHER INFORMATION
Deck S. Slone
Director
Communications and
Public Affairs
(314) 994-2717
FOR IMMEDIATE RELEASE
October 5, 1999
Arch Coal confirms receipt of proposal from Ashland Inc. concerning a tax-free
spin-off of its interest in the company
St. Louis, Missouri - Arch Coal, Inc. (NYSE:ACI) confirmed today that it
has received a proposal from Ashland Inc. that contemplates a tax-free spin-off
of Ashland Inc.'s interest in the company. Arch also confirmed today that a
special committee of its board of directors is in discussions with Ashland
concerning the proposal.
On June 22, 1999, Ashland Inc., which owns approximately 58% of Arch's
outstanding shares, announced that it was exploring strategic alternatives for
its investment in Arch. Ashland announced today that a tax-free distribution to
its shareholders would seem to be its preferred alternative. Arch's board of
directors has formed a special committee of its non-Ashland and non-management
members to consider whether the proposal is in the best interest of the company
and its other shareholders and to negotiate the terms and conditions upon which
a spin-off might occur.
The proposed spin-off would require negotiation and execution of an
acceptable agreement between Ashland and Arch, receipt by Ashland of a favorable
ruling from the Internal Revenue Service and the approval by Arch's special
committee, its board of directors and its shareholders of certain matters to
facilitate the spin-off on a tax-free basis. The proposed spin-off could take
several months to complete.
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including but not
limited to statements regarding a possible transaction with Ashland in the form
of a tax-free spin-off. Actual future results may differ materially from such
statements. Factors that could cause actual future results to differ materially
from such statements include, but are not limited to, financial performance;
local or national economic conditions; and other risks detailed from time to
time in the company's reports filed with the Securities and Exchange Commission,
including quarterly reports on Form 10-Q, reports on Form 8-K, and annual
reports on Form 10-K.
Arch Coal is the nation's second largest coal producer, with subsidiary
operations in West Virginia, Kentucky, Virginia, Illinois, Wyoming, Colorado and
Utah. Through these operations, Arch provides the fuel for approximately 6% of
the electricity generated in the United States.
