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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1999
REGISTRATION NO. 333-78845
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALLIANCE RESOURCE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1222 73-1564280
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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1717 SOUTH BOULDER AVENUE
TULSA, OKLAHOMA 74119
(918) 295-7600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
THOMAS L. PEARSON
SENIOR VICE PRESIDENT -- LAW AND ADMINISTRATION,
GENERAL COUNSEL AND SECRETARY
1717 SOUTH BOULDER AVENUE
TULSA, OKLAHOMA 74119
(918) 295-7600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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<S> <C>
ANDREWS & KURTH L.L.P. BAKER & BOTTS, L.L.P.
600 TRAVIS, SUITE 4200 ONE SHELL PLAZA
HOUSTON, TEXAS 77002 910 LOUISIANA
(713) 220-4200 HOUSTON, TEXAS 77002
ATTN: DAVID P. OELMAN (713) 229-1234
ATTN: JOSHUA DAVIDSON
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are the expenses (other than underwriting discounts and
commissions) expected to be incurred in connection with the issuance and
distribution of the securities registered hereby. With the exception of the
Securities and Exchange Commission registration fee, the NASD filing fee and the
NYSE filing fee, the amounts set forth below are estimates:
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Securities and Exchange Commission registration fee......... $ 62,168
NASD filing fee............................................. 22,863
Nasdaq listing fee.......................................... 72,875
Printing and engraving expenses............................. 450,000
Legal fees and expenses..................................... 1,350,000
Accounting fees and expenses................................ 475,000
Transfer agent and registrar fees........................... 4,000
Miscellaneous............................................... 283,094
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TOTAL............................................. $2,720,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The section of the Prospectus entitled "The Partnership
Agreement -- Indemnification" is incorporated herein by this reference.
Reference is made to Section 7 of the Underwriting Agreement filed as Exhibit
1.1 to the Registration Statement. Subject to any terms, conditions or
restrictions set forth in the Partnership Agreement, Section 17-108 of the
Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited
partnership to indemnify and hold harmless any partner or other person from and
against all claims and demands whatsoever.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Alliance Resource Partners issued to Alliance Resource GP, LLC, limited
partner interests in the Partnership in connection with the formation of the
Partnership on May 17, 1999 in an offering exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended. There have been no other
sales of unregistered securities within the past three years.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. Exhibits:
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+1.1 -- Form of Underwriting Agreement
+3.1 -- Form of Amended and Restated Agreement of Limited
Partnership of Alliance Resource Partners, L.P. (included
as Appendix A to the Prospectus)
+3.2 -- Form of Amended and Restated Agreement of Limited
Partnership of Alliance Resource Operating Partners, L.P.
+3.5 -- Certificate of Limited Partnership of Alliance Resource
Partners, L.P.
+3.6 -- Certificate of Formation of Alliance Resource GP, LLC
+3.7 -- Certificate of Formation of Alliance Resource Management
GP, LLC
+3.8 -- Certificate of Limited Partnership of Alliance Resource
Operating Partners, L.P.
+5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the securities being registered
*8.1 -- Opinion of Andrews & Kurth L.L.P. relating to tax matters
+10.1 -- Form of Bank Credit Agreement
+10.2 -- Form of Note Purchase Agreement
+10.3 -- Form of Contribution and Assumption Agreement
+10.4 -- Form of Alliance Resource GP, LLC Long-term Incentive
Plan
+10.5 -- Form of Alliance Resource GP, LLC Short-term Incentive
Plan
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II-1
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+10.6 -- Form of Employment Agreement for Messrs. Craft, Pearson,
Greenwood, Wesley and Rathburn.
+10.7 -- Restated and Amended Coal Supply Agreement, dated
February 1, 1986, among Seminole Electric Cooperative,
Inc., Webster County Coal Corporation and White County
Coal Corporation (Portions of this agreement have been
omitted based on a request for confidential treatment.
Those omitted portions have been filed with the SEC).
+10.8 -- Contract for Purchase and Sale of Coal, dated January 31,
1995, between Tennessee Valley Authority and Webster
County Coal Corporation (Portions of this agreement have
been omitted based on a request for confidential
treatment. Those omitted portions have been filed with
the SEC).
+10.9 -- Assignment/Transfer Agreement between Andalex Resources,
Inc., Hopkins County Coal, LLC, Webster County Coal
Corporation and Tennessee Valley Authority, dated January
23, 1998, with Exhibit A -- Contract for Purchase and
Sale of Coal between Tennessee Valley Authority and
Andalex Resources, Inc., dated January 31, 1995 (Portions
of this agreement have been omitted based on a request
for confidential treatment. Those omitted portions have
been filed with the SEC).
+10.10 -- Contract for Purchase and Sale of Coal, dated July 7,
1998, between Tennessee Valley Authority and Webster
County Coal Corporation (Portions of this agreement have
been omitted based on a request for confidential
treatment. Those omitted portions have been filed with
the SEC).
+10.11 -- Contract for Purchase and Sale of Coal, dated July 7,
1998, between Tennessee Valley Authority and White County
Coal Corporation (Portions of this agreement have been
omitted based on a request for confidential treatment.
Those omitted portions have been filed with the SEC).
10.12 -- Agreement for the Supply of Coal to the Mt. Storm Power
Station, dated January 15, 1996, between Virginia
Electric Power Company and Mettiki Coal Corporation
(Incorporated by reference to Exhibit 10.(t) to MAPCO
Inc.'s Form 10-K, filed April 1, 1996, File No. 1-5254)
+21.1 -- List of subsidiaries of Alliance Resource Partners, L.P.
+23.1 -- Consent of Deloitte & Touche LLP
+23.2 -- Consent of Weir International Mining Consultants
+23.3 -- Consent of Andrews & Kurth L.L.P. (contained in Exhibits
5.1 and 8.1)
+23.4 -- Consent of Resource Data International Inc.
+23.5 -- Consent of the National Mining Association
+24.1 -- Powers of Attorney (included on the signature page)
+27.1 -- Financial Data Schedule.
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* Filed herewith.
+ Previously filed.
(b) Financial Statement Schedules
All financial statement schedules are omitted because the information is
not required, is not material or is otherwise included in the financial
statements or related notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide at the closing
specified in the underwriting agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tulsa, State of Oklahoma, on August 12, 1999.
ALLIANCE RESOURCE PARTNERS, L.P.
By: Alliance Resource GP, LLC
its general partner
By: /s/ THOMAS L. PEARSON
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED BELOW.
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SIGNATURE TITLE DATE
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* President, Chief Executive Officer August 12, 1999
- ------------------------------------------------ and Director (Principal
Joseph W. Craft, III Executive Officer)
* Senior Vice President and Chief August 12, 1999
- ------------------------------------------------ Financial Officer (Principal
Michael L. Greenwood Financial Officer and Principal
Accounting Officer)
* Director August 12, 1999
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John P. Neafsey
* Director August 12, 1999
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Preston R. Miller, Jr.
* Director August 12, 1999
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John J. MacWilliams
*By: /s/ THOMAS L. PEARSON
- ------------------------------------------------
as Power of Attorney
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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+1.1 -- Form of Underwriting Agreement
+3.1 -- Form of Amended and Restated Agreement of Limited
Partnership of Alliance Resource Partners, L.P. (included
as Appendix A to the Prospectus)
+3.2 -- Form of Amended and Restated Agreement of Limited
Partnership of Alliance Resource Operating Partners, L.P.
+3.5 -- Certificate of Limited Partnership of Alliance Resource
Partners, L.P.
+3.6 -- Certificate of Formation of Alliance Resource GP, LLC
+3.7 -- Certificate of Formation of Alliance Resource Management
GP, LLC
+3.8 -- Certificate of Limited Partnership of Alliance Resource
Operating Partners, L.P.
+5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the securities being registered
*8.1 -- Opinion of Andrews & Kurth L.L.P. relating to tax matters
+10.1 -- Form of Bank Credit Agreement
+10.2 -- Form of Note Purchase Agreement
+10.3 -- Form of Contribution and Assumption Agreement
+10.4 -- Form of Alliance Resource GP, LLC Long-term Incentive
Plan
+10.5 -- Form of Alliance Resource GP, LLC Short-term Incentive
Plan
+10.6 -- Form of Employment Agreement for Messrs. Craft, Pearson,
Greenwood, Wesley and Rathburn.
+10.7 -- Restated and Amended Coal Supply Agreement, dated
February 1, 1986, among Seminole Electric Cooperative,
Inc., Webster County Coal Corporation and White County
Coal Corporation (Portions of this agreement have been
omitted based on a request for confidential treatment.
Those omitted portions have been filed with the SEC).
+10.8 -- Contract for Purchase and Sale of Coal, dated January 31,
1995, between Tennessee Valley Authority and Webster
County Coal Corporation (Portions of this agreement have
been omitted based on a request for confidential
treatment. Those omitted portions have been filed with
the SEC).
+10.9 -- Assignment/Transfer Agreement between Andalex Resources,
Inc., Hopkins County Coal, LLC, Webster County Coal
Corporation and Tennessee Valley Authority, dated January
23, 1998, with Exhibit A -- Contract for Purchase and
Sale of Coal between Tennessee Valley Authority and
Andalex Resources, Inc., dated January 31, 1995 (Portions
of this agreement have been omitted based on a request
for confidential treatment. Those omitted portions have
been filed with the SEC).
+10.10 -- Contract for Purchase and Sale of Coal, dated July 7,
1998, between Tennessee Valley Authority and Webster
County Coal Corporation (Portions of this agreement have
been omitted based on a request for confidential
treatment. Those omitted portions have been filed with
the SEC).
+10.11 -- Contract for Purchase and Sale of Coal, dated July 7,
1998, between Tennessee Valley Authority and White County
Coal Corporation (Portions of this agreement have been
omitted based on a request for confidential treatment.
Those omitted portions have been filed with the SEC).
10.12 -- Agreement for the Supply of Coal to the Mt. Storm Power
Station, dated January 15, 1996, between Virginia
Electric Power Company and Mettiki Coal Corporation
(Incorporated by reference to Exhibit 10.(t) to MAPCO
Inc.'s Form 10-K, filed April 1, 1996, File No. 1-5254)
+21.1 -- List of subsidiaries of Alliance Resource Partners, L.P.
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EXHIBIT NO. DESCRIPTION
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+23.1 -- Consent of Deloitte & Touche LLP
+23.2 -- Consent of Weir International Mining Consultants
+23.3 -- Consent of Andrews & Kurth L.L.P. (contained in Exhibits
5.1 and 8.1)
+23.4 -- Consent of Resource Data International Inc.
+23.5 -- Consent of the National Mining Association
+24.1 -- Powers of Attorney (included on the signature page)
+27.1 -- Financial Data Schedule.
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* Filed herewith.
+ Previously filed.
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EXHIBIT 8.1
August 12, 1999
Alliance Resource Partners, L.P.
1717 South Boulder Avenue
Tulsa, Oklahoma 74119
RE: ALLIANCE RESOURCE PARTNERS, L.P.; REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have acted as special counsel in connection with the Registration
Statement on Form S-1, Registration No.: 333-78845 (the "Registration
Statement") of Alliance Resource Partners, L.P. (the "Partnership"), relating to
the registration of the offering and sale (the "Offering") of 8,969,335 common
units (10,314,735 common units if the underwriters' overallotment option is
exercised in full) representing limited partner interests in the Partnership
(the "Common Units"). In connection therewith, we have participated in the
preparation of the discussion set forth under the caption "Tax Considerations"
(the "Discussion") in the Registration Statement. Capitalized terms used and not
otherwise defined herein are used as defined in the Registration Statement.
The Discussion, subject to the qualifications stated therein,
constitutes our opinion as to the material United States federal income tax
consequences for purchasers of Common Units pursuant to the Offering.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Discussion. By issuing
such consent we are not admitting that we are an "expert" for the purposes of
the Securities Act of 1933.
Very truly yours,
ANDREWS & KURTH L.L.P.
