SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 3)
Ashland Coal, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
043906 10 6
(CUSIP number)
James G. Stephenson
Vice President - Law
Ashland Inc.
1000 Ashland Drive
Russell, KY 41169
(606) 329-3333
(Name, address and telephone number of person
authorized to receive notices and communications)
January 2, 1997
(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 ____.
Check the following box if a fee is being paid with the statement.
____ (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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Page 2 of 7 pages
CUSIP No. 043906 10 6 13D
1 NAME OF REPORTING PERSONS Ashland Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-0122250
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
N/A (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS 00 (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
Kentucky
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,233,190 shares of Common Stock*
BENEFICIALLY (See Items 1 and 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
10,233,190 shares of Common Stock*
(See Items 1 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,233,190 shares of Common Stock* (See Items 1 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.5% of the shares of Common Stock* (See Items 1 and 5)
Page 3 of 7 pages
14 TYPE OF REPORTING PERSON
CO
* Includes shares of Common Stock obtainable through the conversion of the
Class B Preferred Stock into Common Stock before August 18, 1998.
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Page 4 of 7 pages
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Item 1. Security and Issuer
Ashland Inc. ("Ashland") currently owns 7,481,290 shares of Common
Stock ("Common Stock"), par value $.01 per share, of Ashland Coal, Inc.
("Ashland Coal"), an increase of 206,681 shares of Common Stock since
Amendment No. 2 to Form 13-D was filed. Ashland also owns 150 shares of
Class B Preferred Stock of Ashland Coal. Each share of Class B Preferred is
presently convertible into 18,346 shares of Common Stock. This conversion
rate increases to 19,596 shares of Common Stock on August 18, 1998 and to
20,846 shares of Common Stock on August 18, 2003. Carboex International,
Inc. ("Carboex") owns 100 shares of Class C Preferred Stock which has the
same conversion rights as Class B Preferred Stock.
Ashland Coal is a Delaware corporation with its principal
executive offices located at 2205 Fifth Street Road, Huntington, West
Virginia 25771.
Item 2. Identity and Background
(a), (b) and (c) Ashland is a Kentucky corporation with its
principal executive offices located at 1000 Ashland Drive, Russell, KY
41169. Ashland is a large U.S. independent refiner and independent crude
oil gatherer and marketer; a regional retail marketer of gasoline and
merchandise; and a motor oil and automotive chemical marketer in the U.S.
and other countries. In addition, Ashland is a large distributor of
chemicals and plastics in North America; a supplier of specialty chemicals
worldwide; a large U.S. highway contractor; and a producer of natural gas
and crude oil. Ashland also has equity positions in Ashland Coal and Arch
Mineral Corporation ("Arch Mineral"), both U.S. coal producers.
The executive officers and directors of Ashland and their
principal occupations are shown on the attached Schedule I. The business
address of each executive officer is shown on Schedule I. Each director's
business address is Ashland Inc., c/o Office of the Secretary, 1000 Ashland
Drive, Russell, KY 41169.
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Page 5 of 7 pages
(d-e) During the last five years, neither Ashland nor any of the
persons listed in Schedule I hereto, has been (i) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
(f) Each executive officer and director is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
Ashland has its shares of Common Stock and Class B Preferred Stock
enrolled in Ashland Coal's Dividend Reinvestment Plan ("DRIP"). Under the
DRIP, the dividends Ashland receives on its Ashland Coal Common Stock and
Class B Preferred are used to purchase additional shares of Ashland Coal
Common Stock in open market purchases. Since Amendment No. 2 to Form 13-D
was filed, Ashland has acquired 206,681 shares of Ashland Coal Common Stock
through the DRIP.
Item 4. Purpose of Transaction
Ashland acquired the additional Common Stock for investment
purposes. Currently, Ashland has elected five of its executive officers to
Ashland Coal's Board of Directors and has sufficient voting power to elect
at least one additional director to Ashland Coal's Board.
Ashland Coal and Arch Mineral have announced that they have
resumed discussions of options for combining their businesses and
operations. Ashland has announced that it will continue to encourage such
discussions. However, there can be no assurances that these discussions
will result in a combination of the companies. Outside of these
discussions, Ashland has no current plans or proposals which relate to or
would result in: (a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving Ashland Coal or any of its
subsidiaries; (b) a sale or transfer of a material amount of assets of
Ashland Coal or any of its subsidiaries; (c)
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Page 6 of 7 pages
any change in the present Board of Directors or Management of Ashland Coal
other than as described above; (d) any material change in the present
capitalization or dividend policy of Ashland Coal; (e) any other material
change in Ashland Coal's business or corporate structure; (f) changes in
Ashland Coal's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of Ashland Coal
by any person; (g) causing a class of securities of Ashland Coal to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (h) a class of equity securities of Ashland Coal
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (i) any action similar
to any of those enumerated above. Ashland currently anticipates that it
will continue to acquire shares of Ashland Coal Common Stock through the
Ashland Coal DRIP and may, if it believes favorable circumstances are
presented, purchase other shares of Common Stock or Preferred Stock of
Ashland Coal from time to time.
Item 5. Interest in Securities of the Issuer
Ashland currently owns 7,481,290 shares of Common Stock which
constitutes 41.3% of the voting power of Ashland Coal. Ashland also owns
150 shares of Class B Preferred Stock which is currently convertible to
2,751,900 shares of Common Stock. Assuming such conversion, Ashland would
be deemed to own a total of 10,233,190 shares of Common Stock which would
constitute a total of 56.5% of the voting power of Ashland Coal. Ashland
has sole voting and disposition power over its shares of Common Stock and
Class B Preferred Stock.
During the past 60 days, Ashland purchased 43,962 shares of Common
Stock through Ashland Coal's DRIP. Other than this transaction, no other
transaction in Ashland Coal Common Stock was undertaken by Ashland.
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Page 7 of 7 pages
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer
Pursuant to a Restated Shareholders Agreement (the "Shareholders
Agreement") among Ashland, Carboex International, Inc. ("Carboex") and
Ashland Coal, Carboex has a right of first refusal to purchase any of
Ashland's shares of Ashland Common Stock or Class B Preferred Stock which
Ashland proposes to sell to a third-party in response to a bona fide offer
and Ashland has a right of first refusal to purchase any of Carboex's
shares of Common Stock or Class C Preferred Stock which Carboex proposes to
sell to a third-party in response to a bona fide offer. In addition, if the
right of first refusal is not exercised, the Shareholders Agreement
nevertheless requires Carboex's consent for Ashland to sell its Common
Stock or Class B Preferred Stock and Ashland's consent for Carboex to sell
its Common Stock or Class C Preferred Stock, which consent in either case
can not be unreasonably withheld.
Item 7. Material to be Filed as Exhibits
None
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.
January 2, 1997
--------------------------------
(Date)
/s/ James G. Stephenson
--------------------------------
James G. Stephenson
Vice President - Law of Ashland Inc.
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
OF
ASHLAND INC.
PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES
DIRECTORS PRINCIPAL OCCUPATION*
Jack S. Blanton Chairman of the Board of Houston Endowment, Inc.,
and Director and President of Eddy Refining
Company, Houston, Texas
Thomas E. Bolger Chairman of the Executive Committee of the Board
of Bell Atlantic Corporation, Philadelphia,
Pennsylvania
Samuel C. Butler Partner of Cravath, Swaine & Moore, Attorneys,
New York, New York
Frank C. Carlucci Chairman of the Board of the Carlyle Group,
Washington, D.C.
Paul W. Chellgren Chief Executive Officer and President of
Ashland Inc., Ashland, Kentucky
James B. Farley Retired Chairman and Current Trustee of
Mutual of New York, New York
Edmund B. Fitzgerald Managing Director of Woodmont Associates,
Nashville, Tennessee
Ralph E. Gomory President of the Alfred P. Sloan Foundation,
New York, New York
John R. Hall Chairman of the Board of Ashland Inc.,
Ashland, Kentucky
Mannie L. Jackson Majority owner and Chairman of the Harlem
Globetrotters, International
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DIRECTORS PRINCIPAL OCCUPATION*
Patrick F. Noonan Chairman of the Board of The Conservation
Fund, Arlington, Virginia
Jane C. Pfeiffer Management Consultant, Greenwich, Connecticut
James R. Rinehart Business and Labor Consultant, Hiram, Ohio
Michael D. Rose Chairman of the Board of Promus Hotel
Corporation, Memphis, Tennessee
William L. Rouse, Jr. Investments, Naples, Florida
Dr. Robert B. Stobaugh Professor, Harvard Business School,
Boston, Massachusetts
* For business addresses, see Item 2.
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<CAPTION>
EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------ ---------------- --------------------
<S> <C> <C>
John R. Hall P.O. Box 391 Chairman of the Board
Ashland, KY 41114
Paul W. Chellgren P. O. Box 391 Chief Executive Officer and
Ashland, KY 41114 President
James R. Boyd P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Group Operating Officer
John A. Brothers Ashland Chemical Company, Senior Vice President and
a Division of Ashland Inc. Group Operating Officer
P.O. Box 2219
Columbus, OH 43216
J. Marvin Quin P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Chief Financial Officer
Thomas L. Feazell P. O. Box 391 Senior Vice President,
Ashland, KY 41114 General Counsel and
Secretary
Robert E. Yancey, Jr. P. O. Box 391 Senior Vice President and
Ashland, KY 41114 President, Ashland
Petroleum Company, a
Division of Ashland Inc.
Harry M. Zachem P. O. Box 391 Senior Vice President,
Ashland, KY 41114 External Affairs
David J. D'Antoni Ashland Chemical Company, Senior Vice President;
a Division of Ashland Inc. President, Ashland
P. O. Box 2219 Chemical Company, a
Columbus, OH 43216 Division of Ashland Inc.
John F. Pettus P. O. Box 14000 Senior Vice President;
Lexington, KY 40512 President, SuperAmerica
Group, a Division of
Ashland Inc.
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EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------ ---------------- --------------------
Charles F. Potts APAC, Inc. Senior Vice President;
3340 Peachtree Rd., NE President, APAC, Inc.
Tower Place
Atlanta, GA 30326
G. Thomas Wilkinson 14701 St. Mary's Lane Senior Vice President;
Houston, TX 77079 President, Ashland
Exploration, Inc.
James J. O'Brien P.O. Box 1400 Vice President; President,
Lexington, KY 40512 The Valvoline Company, a
Division of Ashland Inc.
John W. Dansby P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Treasurer
Kenneth L. Aulen P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Controller
Philip W. Block P. O. Box 391 Administrative Vice
Ashland, KY 41114 President
Fred E. Lutzeier P. O. Box 391 Auditor
Ashland, KY 41114
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