SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 12, 1998
BLUE DIAMOND COAL COMPANY
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-10610 62-0133200
----------------------- ------------------------------------
(Commission File Number) (IRS Employer Identification Number)
P.O. Box 59015, 341 Troy Circle, Knoxville, Tennessee 37950-9015
----------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
423-588-8511
---------------------------------------------------
(Registrant's Telephone Number, Including Area Code
<PAGE>
ITEM 5. OTHER EVENTS
As follows is a press release dated December 12, 1998 outlining a Merger
Agreement between Blue Diamond Coal Company and James River Coal Company
was mailed to shareholders on same date.
Knoxville, Tennessee - February 12, 1998 - Blue Diamond Coal Company
(OTC:BLDC) (the "Company") announced today that it has entered into an
agreement and plan of merger with James River Coal Company ("James
River") pursuant to which a wholly owned subsidiary of James River will
be merged with and into the Company, with the Company becoming a wholly
owned subsidiary of James River. The Board of Directors of the Company
has approved the merger.
Under the terms of the merger, the shareholders of the Company will
receive $60.413 per share in cash and certain contingent rights. The
contingent rights will entitle the shareholders of the Company to
receive, on a pro-rata basis, 50% of the net value of the reduction, if
any, in the Company's liability under the Coal Industry Retiree Health
Benefit Act of 1992, if such reduction is a result of legislative action
or final judicial action occurring within a definitive period after the
merger. As of January 31, 1998, there were 935,220 shares of common
stock of the Company outstanding, which results in an aggregate cash
consideration in the merger of approximately $56.5 million.
The merger is expected to be completed in Spring, 1998 subject to certain
conditions, including approval by the shareholders of the Company.
The Company is headquartered in Knoxville, Tennessee and is engaged in
the purchasing, processing and selling of premium quality, low sulfur
bituminous coal. The Company processes coal produced by independent
contractors from underground and surface mines operated on the Company's
leasehold interests in properties located in Harlan, Leslie, Letcher and
Perry Counties, Kentucky.
James River Coal Company is headquartered in Richmond, Virginia and is
engaged in mining, processing and selling premium quality steam and
metallurgical coal from four deep mining complexes located in Pike,
Perry, Leslie, Harlan and Bell Counties, Kentucky. James River sells
primarily to electric utilities, steel producers and other industrial
customers located in the eastern United States.
This announcement is neither an offer of securities nor solicitation of
proxies. Proxies will only be solicited pursuant to a definitive proxy
statement.
For more information, contact Roger Foster, Vice President, 423-588-8511.
<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.
BLUE DIAMOND COAL COMPANY
-----------------------------
Registrant
Date: February 13, 1998 Ted B. Helms
----------------------- -------------------------------
Ted B. Helms
President
