ARCH COAL INC
SC 13D/A, 1999-02-16
BITUMINOUS COAL & LIGNITE SURFACE MINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

           Under the Securities Exchange Act of 1934 (Amendment No. 1)



                                 Arch Coal, Inc.
       -----------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $.01 per share
       -----------------------------------------------------------------
                         (Title of Class of Securities)


                                    039380100
       -----------------------------------------------------------------
                                 (CUSIP Number)


                                 Patrick D. Deem
                                Steptoe & Johnson
                                  P.O. Box 2190
                            Clarksburg, WV 26302-2190
                                 (304) 624-8000
        -----------------------------------------------------------------
                       (Name, Address and Telephone Number
                         of Person Authorized to Receive
                           Notices and Communications)


                                October 15, 1998
       -----------------------------------------------------------------
                          (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 [  ].



                               (Page 1 of 4 Pages)
<PAGE>

                                  SCHEDULE 13D
                                  ------------
CUSIP No. 039380100

1)    NAME OF REPORTING PERSON            Carboex International, Ltd.
                                          ---------------------------
      S.S. OR I.R.S. IDENTIFICATION
      NO. OF ABOVE PERSON
                                          ---------------------------

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (a)   [   ]
                                                                  (b)   [ x ]

3)    SEC USE ONLY

4)    SOURCE OF FUNDS                                         OO (see Item 3)
                                                              ---------------
5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEM 2(d) or 2(e)                                     [   ]

6)    CITIZENSHIP OR PLACE OF ORGANIZATION             Bahamas
                                                       ---------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

      7)    SOLE VOTING POWER                          0 (see Item 5)
                                                       ----------------------

      8)    SHARED VOTING POWER                        0
                                                       ----------------------

      9)    SOLE DISPOSITIVE POWER                     0 (see Item 5)
                                                       ----------------------

      10)   SHARED DISPOSITIVE POWER                   0
                                                       ----------------------

11)   AGGREGATE AMOUNT BENEFICIALLY
      OWNED BY EACH REPORTING PERSON                   0 (see Item 5)
                                                       ----------------------

12)   CHECK BOX IF THE AGGREGATE AMOUNT
      IN ROW (11) EXCLUDES CERTAIN SHARES*             [     ]

13)   PERCENT OF CLASS REPRESENTED BY
      AMOUNT IN ROW (11)                               0% (See Item 5)
                                                       ------------------

14)   TYPE OF REPORTING PERSON                         CO
                                                       --


                              (Page 2 of 4 Pages)
<PAGE>

            This Amendment No. 1 amends and  supplements  the Schedule 13D filed
by Carboex  International,  Ltd. (the  "Company") on July 9, 1997 (the "Schedule
13D") with respect to the Common Stock,  par value $.01 per share, of Arch Coal,
Inc.  (the "Arch Coal  Common  Stock")  to the extent of the  matters  set forth
herein,  and only changes from the  Schedule  13D are  included  herein.  Unless
otherwise  defined  herein,  all  capitalized  terms used but not defined herein
shall have the respective meanings set forth in the Schedule 13D.

Item 4.     Purpose of Transaction.

            Item 4 of the Schedule 13D is amended to add the following:

            As of October 15, 1998, the Company is the beneficial  owner of less
than five percent of the Arch Coal Common Stock and therefore intends to make no
further filings  pursuant to Rule 13d-1  promulgated  under the U.S.  Securities
Exchange Act of 1934, as amended,  until such time as the Company's ownership of
the  Arch  Coal  Common  Stock  rises  to a  level  above  five  percent  of the
outstanding Arch Coal Common Stock.


Item 5.     Interest in Securities of the Issuer.

            Item 5 of the Schedule 13D is amended to read in its entirety:

            (a) The Company presently owns no shares of Arch Coal Common Stock.

            (b) Not applicable.

            (c)  On  October 14, 1998,  the Company  transferred  410,000 shares
of Arch Coal Common  Stock to Repsol  Petroleo,  S.A. On October 15,  1998,  the
Company transferred 1,640,000 shares of Arch Coal Common Stock to Carboex, S.A.,
the Company's parent.

            (d) Not applicable.

            (e) The Company has ceased to be the  beneficial  owner of more than
5% of the Arch Coal Common Stock on October 15,  1998,  the date of the transfer
referenced in Item 5(c) above.




                              (Page 3 of 4 Pages)
<PAGE>

                                    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.


                                    CARBOEX INTERNATIONAL, LTD.



                                    By:  /s/ Ignacio Dominquez Urquijo
                                         ------------------------------
                                         Signature


                                         Ignacio Dominquez Urquijo
                                         Chairman
                                         ------------------------------
                                         Name and Title


Date: February 15, 1999












                              (Page 4 of 4 Pages)


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