UNITED STATES
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) March 6, 2000
CENTRAL COAL & COKE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-1392 44-0195290
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
127 West 10th Street, Suite 666, Kansas City, Missouri 64105
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code 816/842-2430
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class Name of each Exchange on which Registered
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None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock ($1 Par Value)
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(Title of Class)
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Item 1 - NONE
Item 2 - ACQUISITION OR DISPOSITION OF ASSETS
In connection with the resolution of certain ongoing disputes
involving the Company described more fully in Item 5 hereafter,
the Company purchased a total of 97,231 shares of the common stock
of the Company, par value $1 per share, from certain Stockholders of
the Company. The purchase price was $33.50 per share or an aggregate
purchase price of $3,257,238.50. The purchase was consummated in
accordance with the Agreement of Settlement and Release among the
parties dated February 29, 2000. The purchase was completed on
March 6, 2000. The source of funds used was available liquid assets
of the Company previously invested in U.S. Government Agency obligations.
This transaction and the background of it is described in detail in
Item 5 hereafter.
Items 3 and 4 - NONE
Item 5 - OTHER EVENTS
The 1999 annual meeting of Stockholders of the Company was held April 21,
1999 pursuant to notice duly sent to the Stockholders as required by law.
Management had solicited proxies pursuant to Regulation 14A of the
Securities Exchange Act of 1934 to elect a slate of the incumbent
Directors as follows:
Leonard Noah
Gary J. Pennington
Beekman Winthrop
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Phelps M. Wood
Ernest N. Yarnevich, Jr.
At the meeting Stockholders present in person and by proxy elected
an alternative slate of Directors composed as follows:
Ray A. Infantino
Patrick J. Moran
Phelps C. Wood
Phelps M. Wood
James R. Ukropina
The shares voted for the alternative slate of Directors totalled
171,270 shares, except for Phelps M. Wood who received votes of
327,063 shares as he received votes cast in favor of the incumbent
slate nominated by management as well as the alternative slate, while
votes cast in favor of the incumbent slate nominated by management were
155,792 shares for Messrs. Noah, Pennington and Yarnevich and 155,793
shares for Mr. Winthrop. Cumulative voting was not permitted.
At the meeting of the newly elected Board of Directors following the
Stockholders meeting, the Bylaws of the Company were amended to increase
the number of Directors to seven (7). By motion unanimously adopted,
Bruce L. Franke and Beekman Winthrop were offered seats on the Board
of Directors. Mr. Franke accepted and Mr. Winthrop expressed his
desire to consider the matter further and notify the Board of his
acceptance or rejection of the offer by the end of May.
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On May 14, 1999, Beekman Winthrop, together with a few other
Stockholders, filed a lawsuit in state court in Delaware challenging
the results of the election of Directors. The action styled
Winthrop, et al v. Central Coal & Coke Corporation, et al, C.A No.
17162, was pending in the Court of Chancery for the State of
Delaware in and for New Castle County. The Company and all newly
elected Directors were named as defendants, and the plaintiffs asked
the court to invalidate the election of the new Board. Subsequently,
on May 28, 1999 Mr. Winthrop advised the Company that he declined
the invitation to become a Director.
Discovery in the lawsuit proceeded, and a trial was scheduled for
August 3, 1999. On July 29, 1999 the record owners of 179,009
shares of the common stock of the Company (a majority of the
outstanding shares) executed written consents which were delivered
to the Company on July 29, 1999. Pursuant to the consents,
Phelps M. Wood, Phelps C. Wood, Bruce L. Franke, Ray A. Infantino,
Patrick J. Moran and James R. Ukropina were elected Directors
of the Company, 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 228 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. Legal counsel for the defendants
and the plaintiffs commenced and continued settlement discussions
involving the possible purchase by the Company of the stock in the
Company owned by the plaintiffs, and the resolution of all pending
disputes. On or about November 2, 1999 the plaintiffs filed
a Motion for Costs and Attorneys Fees in the Action requesting
the Court grant their motion in the amount of $106,956.65.
The Company and the other defendants contested the motion by
filing briefs in opposition thereto.
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The Company was advised by its Delaware legal counsel in early
November, 1999 that another lawsuit had been filed. This new
lawsuit was filed in the United States District Court for the
District of Delaware by the same plaintiffs against the Directors
of the Company individually and the Company as a "Nominal Defendant."
This new suit also sought the removal of the Directors of the
Company and sought other relief against the individual Directors,
but did not otherwise appear to seek relief against the Company itself.
On November 23, 1999 Dudley Winthrop, one of the plaintiffs and
a Stockholder of the Company, notified the Company that he intended
to present a resolution for consideration at the Annual Meeting
of Stockholders to be held in April, 2000, and requesting that it
be included in the proxy materials for that meeting. The Board
of Directors of the Company subsequently determined to oppose the
resolution and recommend to the Stockholders that they vote against it.
On January 28, 2000 the Vice Chancellor in the Delaware state court
action denied the plaintiffs' Motion for Costs and Attorneys Fees.
Settlement discussions continued, and resulted in the execution
by all parties on February 29, 2000 of an Agreement of Settlement
and Release. According to the terms of this Agreement, the
Company would purchase all shares of stock in the Company owned by
the plaintiffs, totaling 97,231 shares for a purchase price of $33.50
per share, or aggregate consideration of $3,257,238.50. The Board
of Directors of the Company after careful consideration concluded
that $33.50 per share was a fair price under the circumstances based
upon review of the Company's financial statements and considering the
costs and risks of continued litigation. The plaintiffs agreed to
not pursue any other rights or remedies with respect to any of
the pending litigation. Additionally, the plaintiffs agreed
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to standstill provisions whereby they would not directly or
indirectly acquire any interest in the Company in the future or
participate in any proxy solicitation or become a member of a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934 with respect to the Company. Additionally, the plaintiffs
agreed to withdraw the stockholder proposal submitted November 23,
1999, described above, and to make no further proposals.
The Settlement Agreement was consummated on March 6, 2000 including
the closing of the purchase of the plaintiffs' shares on the basis
described herein. As a result of the purchase of the plaintiffs'
shares, as of March 7, 2000, there were 255,551 shares issued and
outstanding.
Items 6-9 Inclusive - NONE
SIGNATURES
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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 herein duly authorized.
CENTRAL COAL & COKE CORPORATION
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Date: March 10, 2000 By Phelps M. Wood
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Phelps M. Wood
President
