Form 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or
15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended June 30, 1999
Commission File No. 0-1392
Central Coal & Coke Corporation and Subsidiaries
Incorporated in State of Delaware IRS Number: 44-0195290
127 West 10th Street, Room 666
Kansas City, Missouri 64105
Phone: 816-842-2430
Common stock outstanding as of June 30, 1999
$1 par value; 354,398 shares
The Registrant (l) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such
filing requirements for the past ninety days.
Yes [X] No [ ]
<PAGE>
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets - June 30, 1999 and
December 31, 1998
Consolidated Statements of Earnings and Retained Earnings
- Six and three months ended June 30, 1999 and 1998
Consolidated Statements of Comprehensive Income
-Six and three months ended June 30, 1999 and 1998
Consolidated Statements of Cash Flows - Six months
ended June 30, 1999 and 1998
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998
(Unaudited)
(amounts in unit dollars)
<CAPTION>
ASSETS 1999 1998
__________ __________
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,559,590 1,606,992
Accounts receivable 32,505 22,500
Securities maturing within one year,
at amortized cost (note 2) (fair value of
$7,446,389 and $7,476,560 at June 30, 1999
and December 31, 1998) 7,448,485 7,474,053
Notes receivable current 14,803 12,465
Income taxes receivable 0 32,505
Other 24,301 4,578
__________ __________
Total current assets 9,079,684 9,153,093
Equity securities, at fair value (note 2) 1,647,511 1,220,167
Notes receivable, noncurrent 103,851 115,409
Coal deposits, real estate, equipment
and leasehold improvements:
Coal deposits 1,602,882 1,602,882
Mineral rights 39,988 39,988
Surface land 26,131 26,131
Equipment and leasehold improvements 6,053 6,053
__________ __________
1,675,054 1,675,054
Less accumulated depletion, depreciation
and amortization 581,259 580,636
__________ __________
Net coal deposits, real estate,
equipment and leasehold improvements 1,093,795 1,094,418
__________ __________
$ 11,924,841 11,583,087
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 33,920 25,967
Deferred oil lease bonus 48,678 97,357
Federal and state income taxes 78,267 0
__________ __________
Total current liabilities 160,865 123,324
Deferred income taxes 341,175 188,772
Stockholders' equity:
Common stock of $1 par value; authorized
500,000 shares; issued 376,688 shares 376,688 376,688
Additional capital 1,631,200 1,631,200
Retained earnings 9,510,121 9,591,919
__________ __________
11,518,009 11,599,807
Less cost of 22,290 shares in 1999 and
20,693 in 1998 held in treasury (667,059) (617,632)
Net unrealized appreciation of investments
available-for-sale, net of deferred taxes
of $307,920 and $155,517 at June 30, 1999
and December 31, 1998 571,851 288,816
__________ __________
Total stockholders' equity 11,422,801 11,270,991
__________ __________
$ 11,924,841 11,583,087
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Earnings and Retained Earnings
Six months ended June 30, 1999 and 1998 and
three months ended June 30, 1999 and 1998
(Unaudited)
(amounts in unit dollars)
<CAPTION>
Six months ended Three months ended
June 30, June 30,
1999 1998 1999 1998
_________ _________ _________ _________
<S> <C> <C> <C> <C>
Operating revenue:
Coal royalties $ 27,309 27,898 24,892 25,405
Oil and gas royalties 132,018 289,223 70,610 116,767
Oil and other mineral lease
rentals and bonuses 64,276 66,043 31,900 37,609
_________ _________ _________ _________
Total operating revenue 223,603 383,164 127,402 179,781
General and administrative
expenses 304,108 166,953 110,411 71,923
Operating income (loss) (80,505) 216,211 16,991 107,858
Nonoperating income:
Investment income 220,340 265,207 107,464 124,387
Gain on sale of real estate 0 37,189 0 292
Other 45 452 40 415
_________ _________ _________ _________
Total nonoperating income 202,385 302,668 107,504 125,094
Earnings before income
taxes 139,880 518,879 124,495 232,952
Income taxes 44,479 172,531 43,809 76,537
_________ _________ _________ _________
Earnings from continuing
operations 95,401 346,348 80,686 156,415
Discontinued operations, net
of income taxes (note 3) 0 (57,610) 0 (33,118)
Net earnings 95,401 288,738 80,686 123,297
Retained earnings at
beginning of period 9,591,919 9,252,798 9,606,634 9,239,941
Deduct cash dividends declared
of $.50 per share in 1999
and 1998 (177,199) (178,298) (177,199) 0
_________ _________ _________ _________
Retained earnings at end
of period $ 9,510,121 9,363,238 9,510,121 9,363,238
Earnings per share-
basic and diluted $ 0.27 0.81 0.23 0.35
Weighted average number
of shares of common
stock outstanding 355,117 356,595 354,524 356,595
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Comprehensive Income
Six months ended June 30, 1999 and 1998
three months ended March 31, 1999 and 1998
(amounts in unit dollars)
<CAPTION>
Six months ended Three months ended
June 30, June 30,
1999 1998 1999 1998
_________ _________ _________ _________
<S> <C> <C> <C> <C>
Net earnings $ 95,401 288,738 80,686 123,297
_________ _________ _________ _________
Other comprehensive income:
Realized gains and unrealized
appreciation on investments 441,794 97,926 333,022 6,439
Income taxes (154,628) (34,274) (116,558) (2,254)
_________ _________ _________ _________
Realized gains and
unrealized appreciation
on investments, net 287,166 63,652 216,464 4,185
Less:
Realized investment gains
included in net earnings 6,356 26,580 2,129 5,625
Income taxes (2,225) (9,303) (745) (1,969)
_________ _________ _________ _________
Realized investment
gains included in
net earnings, net 4,131 17,277 1,384 3,656
_________ ________ _________ _________
283,035 46,375 215,080 529
Comprehensive income 378,436 335,113 295,766 123,826
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Cash Flows
Six months ended June 30, 1999 and 1998
(Unaudited)
(amounts in unit dollars)
<CAPTION>
1999 1998
_________ _________
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 95,401 288,738
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depletion, depreciation
and amortization 623 34,246
Amortization of premiums and
discounts of securities, net (178,125) (202,037)
Gain on sale of real estate 0 (37,189)
Gain on sale of equity securities (6,356) (26,580)
Changes in assets and liabilities:
Accounts receivable (10,005) 22,500
Other assets 12,782 (1,938)
Deferred oil lease bonus (48,679) 146,035
Accounts payable and accrued expenses 7,953 34,313
Federal and state income taxes payable 78,267 12,222
_________ _________
Total adjustments (143,540) (18,428)
Net cash provided by (used in)
operating activities (48,139) 270,310
Cash flows from investing activities:
Capital expenditures 0 (16,521)
Proceeds from note receivable 9,220 0
Proceeds from matured/called investment
debt securities 15,500,000 15,000,000
Purchases of investment debt securities (15,296,307) (14,797,115)
Proceeds from sale of land 0 37,867
Purchases of equity securities (8,263) (170,331)
Proceeds from sales of equity
securities 22,731 53,564
_________ _________
Net cash provided by
investing activities 227,363 107,464
Cash flows from financing activities:
Purchase of treasury stock (49,427) 0
Payment of dividends (177,199) (178,298)
_________ _________
Net cash used in financing activities (226,626) (178,298)
Net increase (decrease) in cash and
cash equivalents (47,402) 199,476
Cash and cash equivalents,
beginning of year 1,606,992 1,493,966
Cash and cash equivalents,
end of period $ 1,559,590 1,693,442
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
June 30, 1999
Note (1) Basis of Presentation:
In the opinion of the Central Coal & Coke Corporation (the
Company), the accompanying unaudited consolidated financial statements
contain all adjustments (consisting of only normal recurring accruals)
necessary to present fairly the financial position as of June 30, 1999,
and the results of operations and cash flows for the three months ended
June 30, 1999 and 1998.
Oil Lease Bonuses
Oil lease bonuses which relate to future periods are deferred and
recognized as income over the related future periods (generally one
year).
Note (2) Investment Securities:
The amortized cost, gross unrealized holding gains, gross
unrealized holding losses and fair value for held-to-maturity and
available-for-sale securities by major security type at June 30, 1999
and December 31, 1998 are as follows:
<TABLE>
<CAPTION>
Gross Gross
unrealized unrealized
Amortized holding holding Fair
June 30, 1999 cost gains losses value
__________________ __________ __________ __________ __________
<S> <C> <C> <C> <C>
Held-to-maturity:
U. S. government
securities $ 7,448,485 0 (2,096) 7,446,389
Available-for-sale:
Equity securities $ 767,740 915,697 (32,926) 1,647,511
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
_________________
<S> <C> <C> <C> <C>
Held-to-maturity:
U. S. government
securities $ 7,474,053 2,507 0 7,476,560
Available-for-sale:
Equity securities $ 775,834 525,664 (81,331) 1,220,167
</TABLE>
<PAGE>
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
Note (3) Segment/Discontinued Operations Information
The Company has operated in two segments - energy and food. On
September 1, 1998, the Company sold its remaining food operations and, as
a result, the accompanying 1998 consolidated financial statements have
been reclassified to present the food operations as discontinued operations.
The Company now operates in only one segment, the energy segment, which
consists of the leasing of real properties and mineral interests in the
midwestern and southern United States to operating leasees. The Company has
no foreign revenues.
The loss from the Company's discontinued food business is comprised
of the following for the six and three months ended June 30, 1998:
<TABLE>
<CAPTION>
Six months Three months
ended ended
June 30, 1998 June 30, 1998
------------- -------------
<S> <C> <C>
Revenues $ 394,915 187,295
Cost of food sales 156,834 75,536
_____________ _____________
Gross margin 238,081 111,759
Food operations expense:
Salaries and wages 122,459 60,489
Occupancy expense 45,886 21,797
Depreciation and
amortization expense 28,014 14,007
Utility expense 17,291 8,893
Other expenses 108,900 54,171
_____________ _____________
322,550 159,357
Loss from food operations
before income taxes (84,469) (47,598)
Income tax benefit 26,859 14,480
Loss from food
Operations $ (57,610) (33,118)
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
There was no significant change in the financial condition of the
Registrant during the first six months of 1999 from the end of the
last fiscal year, and it continues very strong. The liquidity of the
Registrant continues to be high.
Operating revenue was down in the first six months of 1999 from
the first six months of 1998, and also down in the second quarter
of 1999 compared to the second quarter of 1998, due primarily
to reduced revenue from oil and gas royalties. The reason for
reduced revenue from that source was lower oil prices than during
the corresponding periods of the prior year, and also somewhat
reduced production. In addition, there was slightly less revenue
from oil and other mineral lease rentals and bonuses in the first
six months of 1999 than in the first six months of 1999, due to
fewer new leases with income recognizable during the current
period under comparison.
With respect to nonoperating income, revenue from investment
income was down in the first six months of 1999 from the
first six months of 1998, and also down in the second quarter
of 1999 from the second quarter of 1998. This was due primarily
to more capital gains realized on sales of equities during the first
six months of 1998 than during the corresponding period in
1999, and also slightly lower rates of return on temporary fixed
income investments during the current periods under comparison.
Additionally, in the category of nonoperating income, gain on
sales of real estate decreased simply because there were no sales
of surface land during the first six months of 1999.
General and administrative expenses were up significantly in the
first six months of 1999 over the first six months of 1998, and
also in the second quarter of 1999 over the second quarter of 1998.
This increase was attributable primarily to significant fees paid to
outside service providers during the first six months of
1999, particularly to financial advisors and appraisers of the
Registrant's real estate and mineral assets.
Income taxes were down significantly in the first six months
of 1999 from the first six months of 1998 as a result of decreased
earnings before income taxes.
The accompanying consolidated statements of earnings show a
loss from discontinued operations, net of income taxes, in the
first six months of 1998 and the second quarter of 1998, and
no gain or loss from that category in the corresponding periods
of 1999. Losses from that source resulted during prior periods
from the operation of Beekman's Deli Systems, Limited Liability
Company, a limited liability company in which the Registrant is a
majority member (hereinafter "Beekman's"). Beekman's operated
fast food and delicatessen facilities in four different locations
throughout the country, however, sales and profitability of this
operation were disappointing and all of the operations were
terminated by September 1, 1998, and Beekman's now has no
active operations. As described in more detail in note 3 to the
accompanying consolidated financial statements, as a result of
the operations of Beekman's during the first six months of 1998
and the second quarter of 1998, a loss was incurred, however,
since the operations were terminated later in the year 1998, there
were no activities in 1999 and thus no income or loss during that
later year.
There was a substantial increase in cash and cash equivalents in the
first six months of 1998, and a net decrease in the first six months
of 1999. The most significant components of the changes between
the periods were materially lower net earnings in the first six
months of 1999 than in the first six months of 1998, and decreased
deferred oil lease bonuses in the current period. Other items
contributing materially to the change in cash flows during the
periods under comparison include differences in federal and state
income tax liabilities, differences in the amount of proceeds from
matured/called investment debt securities which were reinvested,
and the timing of purchases and sales of equity securities during
the respective periods and the purchases of treasury stock during
the current period.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
The Board of Directors, at the meeting held on April 21, 1999,
declared a cash dividend of $.50 per share which was paid
June 30, 1999 to Stockholders of record as of June 1, 1999.
A dividend of the same amount was paid on May 1, 1998.
On January 1, 1998 the Registrant adopted Statement of
Financial Accounting Standards (SFAS) No. 130,
Reporting Comprehensive Income, which established
standards for reporting and presentation of comprehensive
income and its components in a full set of financial
statements. The application of this statement is shown in
the consolidated statements of comprehensive income in
the accompanying consolidated financial statements.
SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, was issued by the Financial Accounting
Standards Board in June, 1998. SFAS No. 133 standardizes the
accounting for derivative instruments. Under the statement, entities
are required to carry all derivative instruments in the statement
of financial position at fair value. The Registrant must adopt
SFAS No. 133 by January 1, 2001, however, early adoption is permitted.
On adoption, the provisions of SFAS No. 133 must be applied prospectively.
The Registrant anticipates that the adoption of SFAS No. 133 will
not have a material impact on its financial position or results
of operations.
As the year 2000 approaches, issues have emerged regarding
how existing computer application software programs and
operating systems can accommodate this date because
certain computer programs being utilized use two digits
rather than four digits to define the applicable year. As
a result, it is possible that computer programs that have
date-sensitive software may recognize a date using "00"
as the year 1900 rather than the year 2000, which, in turn,
could result in system failure or miscalculation causing
disruption of the business of the Registrant or its suppliers
and customers. Management of the Registrant is confident
that its state of readiness with respect to this matter is high.
The Registrant utilizes only one stand-alone personal
computer in the administration of its business operations
and internal accounting, and it is not anticipated that any
significant modifications or upgrades will be necessary to
its existing computer hardware or software. However, the
cost to address the Registrant's own year 2000 issues would
not be material, even if it would become necessary to replace
the entire hardware and software currently utilized, as this
could be done for less than $5,000. However, the Registrant
has relationships with third parties that utilize computer systems
that may not be year 2000 compliant, Thus, there is a possible
risk that to the extent such third parties' systems are not fully
year 2000 compliant, there could be potential systems
interruption causing disruptions in operations of such third
parties which, in turn, could effect normal business activities
of the Registrant. Given the nature of the Registrant's business
activities management does not anticipate that there will be any
such potential systems interruptions of operation or business prospects.
The foregoing may constitute "forward looking statements" about
matters that are inherently difficult to predict. These statements
include statements regarding the intent, belief, or current expectations
of the Registrant and its management. Some of the important factors
that effect these statements have been described above, but such
forward looking statements involve risks and uncertainties that may
possibly affect future developments, such as the ability to deal with
year 2000 problems experienced by third parties with whom the
Registrant does business and over which it has no control. If
modifications and conversions required by third parties to make
their computer systems year 2000 compliant are not made or are
not completed on a timely basis, the resulting problems could have
a material impact on the operations of the Registrant even though
not presently anticipated. The Registrant has not, to date, implemented
a year 2000 contingency plan. As reported above, it is not anticipated
that compliance will create any systems interruptions or material costs
to the Registrant. If conditions develop as a result of failure of third
parties to be year 2000 compliant on a timely basis, the Registrant may
hereafter need to develop a contingency plan, such as changing third
parties with whom it does business, but that is not currently contemplated.
The Registrant has no specific commitment for material capital
expenditures at the present time. Management continues to actively
pursue other business opportunities which will result in a more
productive deployment of its assets and ultimately increase earnings.
Management continues to aggressively pursue development of increased
income from its oil and gas and coal properties, and continues to
attempt to lease more of its mineral properties in order to generate
additional rental, bonus, and royalty income.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The primary market risk exposures of the Registrant relate to
changes in interest rates, changes in equity security prices,
and changes in certain commodity prices.
The Registrant's exposure to market risk for changes in
interest rates relates solely to its fixed income investment portfolio
which consists of U. S. government agency securities. All such
securities are held-to-maturity and have original maturities of less
than one year. The Registrant does not use derivative financial
instruments to hedge interest rates on its fixed income investment
securities.
The Registrant's exposure to market risk for changes in equity
security prices relates solely to its marketable equity investment
portfolio which consists primarily of common stocks of domestic,
publicly held enterprises. The Registrant periodically enters into
equity option contracts on a limited basis primarily relating to
marketable equity securities held in its investment portfolio.
At June 30, 1999, the Registrant held forty-three option contracts
with a short position relating primarily to marketable equity
security held by it. The fair value of option contracts at
June 30, 1999 was approximately $6,900.
The Registrant's exposure to market risk for changes in commodity
prices relates to changes in the prices of coal, oil, and natural gas
and the effect thereof on its royalties and rentals relating to coal
deposits and mineral rights, as is discussed in more detail in
Management's Discussion and Analysis of Financial Condition and
Results of Operations set forth in Part 1, Item 2, of this report. The
Registrant does not use derivative commodity instruments to hedge
its commodity risk exposures.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - Attached
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - Attached
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K - Attached
<PAGE>
PART II, ITEM 1. - LEGAL PROCEEDINGS
Following the election of Directors at the annual meeting of
Stockholders held April 21, 1999, as discussed in more detail
in Part II, Item 4, of this Report 10-Q, a few Stockholders,
including former Director Beekman Winthrop, filed on
May 14, 1999, a lawsuit in Delaware challenging the results
of the election of Directors. The action styled
Winthrop, El al. v. Central Coal and Coke
Corporation, et al., C.A. No. 17162, was pending in the Court
of Chancery of the State of Delaware in and for New Castle County.
The Registrant and all newly elected Directors were named as defendants,
and the plaintiffs asked the Court to invalidate the
election of the new Board. On July 29, 1999, the record owners of
179,009 shares of the common stock of the Registrant
(a majority of the outstanding shares) executed written consents
which were delivered to the Registrant on July 29, 1999. Pursuant to
the consents, Phelps M. Wood, Phelps C. Wood, Bruce L. Franke,
Ray Infantino, Patrick J. Moran, and James R. Ukropina were
elected Directors of the Registrant, confirming the results of the
election held at the annual meeting on April 21, 1999. The action
taken by the written consents was done pursuant to Section 229 of
the Delaware General Corporation Law.
Subsequently, on August 5, 1999, the Court issued its Order of
Dismissal, dismissing the lawsuit with prejudice, but retaining
jurisdiction for purposes of entertaining any application for
attorneys' fees and/or costs.
<PAGE>
PART II, ITEM 4. - SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
The following meeting of Stockholders was held during
the second quarter of 1999:
(a) The annual meeting of Stockholders was held
April 21, 1999.
(b) The meeting involved the election of Directors and
the following are the Directors elected at that meeting:
Ray Infantino
Patrick J. Moran
James Ukropina
Phelps C. Wood
Phelps M. Wood
There were no other Directors whose term of office
as a Director continued after the meeting. At a
subsequent Board of Directors meeting, the
Bylaws of the Registrant were amended to
increase the number of Directors to seven.
Bruce L. Franke and Beekman Winthrop were
elected to fill the vacancies created by the
increase in number of Directors. Mr. Franke
accepted election as a Director and Mr. Winthrop
subsequently declined to serve.
(c) For the election of Directors, the votes received by all
nominees were as follows:
Leonard Noah 155,792
Gary J. Pennington 155,792
Beekman Winthrop 155,793
Phelps M. Wood 327,063
Ernest N. Yarnevich, Jr. 155,792
Ray Infantino 171,270
Patrick J. Moran 171,270
James Ukropina 171,270
Phelps C. Wood 171,270
<PAGE>
PART II, ITEM 4. - SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS, Continued
Thus, the five nominees receiving the highest
number of votes and therefore elected were
as follows:
Ray Infantino
Patrick J. Moran
James Ukropina
Phelps C. Wood
Phelps M. Wood
Cumulative voting is not permitted.
Mr. Winthrop and certain other Stockholders filed the
lawsuit, described in Part II, Item 1 above, contesting
this election of Directors. As described in Part II,
Item 4, the record owners of 179,009 shares of common
stock (a majority of the outstanding shares) executed
written consents which were delivered to the Registrant
on July 29, 1999, electing the same slate of Directors
elected at the annual meeting on April 21, 1999, with
the addition of Mr. Franke, thus confirming the results
of that election. An Order of Dismissal was entered by
the Delaware Court on August 5, 1999.
<PAGE>
PART II, ITEM 4. - SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS, Continued
At the same annual meeting held April 21, 1999, the
Stockholders approved the appointment of the accounting
firm of KPMG LLP as independent public accountants to
examine the financial statements of the Registrant for the
year ending December 31, 1999 and to perform other
appropriate accounting services.
(d) There were no settlements between the Registrant
and any other participants with respect to matters voted
on by the Stockholders at such meeting.
<PAGE>
PART II, ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K.
(b) A Form 8-K, dated April 27, 1999, was filed with respect
to the election of Directors disclosed in Item 4 above that
occurred on April 21, 1999. No financial statements were
included in such report.
<PAGE>
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 thereunto duly authorized.
CENTRAL COAL & COKE CORPORATION
(Registrant)
Date: August 13, 1999
____________________________
By: /s/ Gary J. Pennington
____________________________
Gary J. Pennington,
Assistant Treasurer-
General Manager, Principal
Financial and Accounting Officer
Date: August 13, 1999
____________________________
By: /s/ Phelps M. Wood
____________________________
Phelps M. Wood
President
<TABLE> <S> <C>
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<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1559590
<SECURITIES> 7448485
<RECEIVABLES> 0
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0
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