SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
Arch Coal, Inc.
(Name of Issuer)
Common Stock
(Title of class of Securities)
039380100
(CUSIP Number)
David L. Hausrath
Vice President and
General Counsel
Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(606) 815-3333
(Name, address and telephone number of person
authorized to receive notices and communications)
March 16, 2000
(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 |_|.
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CUSIP No. 039380100 13D
1 NAME OF REPORTING PERSONS Ashland Inc.
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 22,123,273
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
22,123,273
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,123,273 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.0% of the shares of common stock
14 TYPE OF REPORTING PERSON
CO
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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Item 1. Security and Issuer
- ----------------------------
Ashland Inc. ("Ashland") currently owns 22,123,273 shares of
common stock ("common stock"), par value $.01 per share, of Arch Coal, Inc.
("Arch Coal").
Arch Coal is a Delaware corporation with its principal executive
offices located at City Place One, Suite 300, Creve Coeur, Missouri 63141.
Item 2. Identity and Background
- --------------------------------
(a), (b) and (c) Ashland is a Kentucky corporation with its
principal executive offices located at 50 E. RiverCenter Blvd., P. O. Box
391, Covington, Kentucky 41012-0391. Ashland is a diversified company with
wholly owned operations in distribution, specialty chemicals, motor oil and
car care products, and highway construction. Ashland also has a 38-percent
equity interest in Marathon Ashland Petroleum LLC and a 58-percent equity
interest in Arch Coal.
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, 50 E.
RiverCenter Boulevard, P. O. Box 391, Covington, KY 41012-0391.
(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
- ----------------------------------------------------------
Not applicable.
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Item 4. Purpose of Transaction
- -------------------------------
On June 22, 1999, Ashland, as a shareholder of Arch Coal,
announced that it had retained the investment banking firm of Goldman Sachs
to help Ashland explore strategic alternatives for its investment in Arch
Coal.
On October 5, 1999, Ashland announced that it was making progress
on its study to explore strategic alternatives for its investment in Arch
Coal and that, at that point, a tax-free spin-off to its shareholders
seemed to be its preferred alternative. Ashland also announced that it had
submitted a proposal to Arch Coal and had begun discussions with a special
committee of the Arch Coal Board of Directors regarding such a spin-off
transaction. Such a spin-off would have been subject, among other things,
to a negotiated agreement with the special committee of the Arch Coal Board
of Directors, approval by the Arch Coal shareholders, a favorable ruling
from the Internal Revenue Service, and approval by Ashland's Board of
Directors.
On January 24, 2000, Ashland announced that it was continuing to
pursue spin-off alternatives for its investment in Arch Coal, including
both tax-free and taxable distributions.
On February 24, 2000, Ashland announced that, absent intervening
circumstances or material events, Ashland's management intended to
recommend to its Board of Directors at the next Ashland Board meeting, to
be held on March 16, 2000, a distribution to Ashland's shareholders of
17,397,233 shares of its Arch Coal Common Stock in the form of a taxable
dividend. Ashland also announced that, in anticipation of the taxable
distribution, two of Ashland's four employees currently on the Arch Coal
Board of Directors, Paul W. Chellgren and J. Marvin Quin, will not stand
for re-election to the Arch Coal Board at Arch Coal's upcoming Annual
Meeting on April 20, 2000.
On March 16, 2000, Ashland announced that its Board of Directors
had approved a taxable distribution of 17,397,233 shares of Arch Coal
Common Stock to Ashland's shareholders, and had set a record date of March
24, 2000 for the distribution. The distribution will be a taxable event to
Ashland and will constitute dividend income to Ashland shareholders.
Ashland will retain shares of Arch Coal Common Stock to satisfy any federal
tax withholding on the distribution. Any fractional shares of Arch Coal
Common Stock resulting from the distribution will be retained by Ashland
with Ashland subsequently distributing the equivalent cash value. Arch Coal
has indicated to Ashland that the Arch Coal Common Stock distributed by
Ashland will be issued by Arch Coal's transfer agent in book-entry form by
means of direct registration effective on March 27, 2000. Also on March 27,
2000, Ashland intends to mail to its shareholders an information statement
in respect of the distribution. Ashland anticipates that direct
registration statements listing the number of shares of Arch Coal
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Common Stock received by each Ashland shareholder will be mailed commencing
on or about March 31, 2000 by Arch Coal's transfer agent.
Following the distribution, Ashland intends, subject to
then-existing market conditions but within one year, to dispose of
Ashland's remaining 4,726,040 shares of Arch Coal Common Stock plus any
fractional shares of Arch Coal Common Stock retained pursuant to the
distribution, and any shares retained to satisfy tax withholding, in a
transaction or transactions that qualify as a sale for federal income tax
purposes.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
I. Ashland
-------
(a) Ashland presently owns 22,123,273 shares of Arch Coal common
stock which represents approximately 58.0% of the total issued and
outstanding stock of Arch Coal.
(b) Ashland has sole voting power and the sole power to dispose or
to direct the disposition of its shares of Arch Coal common stock.
(c) Neither Ashland nor the persons listed in Item 2 has effected
any transaction relating to Arch Coal common stock within the last 60 days.
(d) Not applicable.
(e) Not applicable.
II. Executive Officers and Directors of Ashland
-------------------------------------------
The beneficial ownership of the common stock of Arch Coal of
certain executive officers and directors of Ashland Inc. is listed on
Schedule II. If not listed on Schedule II, the executive officer or
director does not beneficially own Arch Coal common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Pursuant to a Stockholders Agreement between Arch Coal, Ashland
and Carboex S.A. ("Carboex"), Arch Coal has agreed to nominate for election
as a director of Arch Coal a person designated by Carboex, and Ashland has
agreed, among other things, to vote its shares of Arch Coal common stock in
a manner sufficient to cause the election of such nominee.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Stockholders Agreement between Arch Coal, Ashland and Carboex S.A.
dated April 4, 1997 (filed as Exhibit 7 to Ashland's Schedule 13D
(Amendment No. 2) dated June 22, 1999, and incorporated herein by
reference).
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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.
March 16, 2000
--------------------------
(Date)
/s/ David L. Hausrath
--------------------------
David L. Hausrath
Vice President and General Counsel
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
OF
ASHLAND INC.
PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES
<TABLE>
<CAPTION>
DIRECTORS PRINCIPAL OCCUPATION*
- ---------------- ------------------------------------------------
<S> <C>
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 Chairman of the Board and Chief Executive Officer of Ashland Inc., Covington, Kentucky
Ernest H. Drew Former CEO of Westinghouse Industries and Technology Group
James B. Farley Private Investor and Retired Chairman and Chief Executive Officer of Mutual Life Insurance
Company of New York, New York (now known as The MONY Group)
Bernadine P. Healy President of the American Red Cross, Washington, D.C.
Mannie L. Jackson Majority owner and Chairman and Chief Executive Officer of the Harlem Globetrotters,
International
Patrick F. Noonan Chairman of the Board of The Conservation Fund, Arlington, Virginia
Jane C. Pfeiffer Management Consultant, Vero Beach, Florida
William L. Rouse, Jr. Investments, Naples, Florida
Theodore M. Solso Chairman and Chief Executive Officer of Cummins Engine Company, Inc., Columbus, Indiana
* For business addresses, see Item 2.
</TABLE>
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<TABLE>
<CAPTION>
EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---------------------- ------------------------- --------------------------------------------
<S> <C> <C>
Paul W. Chellgren P. O. Box 391 Chairman of the Board
Covington, KY 41012 and Chief Executive Officer
James R. Boyd P. O. Box 391 Senior Vice President
Covington, KY 41012 and Group Operating Officer
David J. D'Antoni P. O. Box 2219 Senior Vice President
Columbus, OH 43216 and Group Operating
Officer
J. Marvin Quin P. O. Box 391 Senior Vice President
Covington, KY 41012 and Chief Financial Officer
James J. O'Brien P. O. Box 1400 Senior Vice President;
Lexington, KY 40512 President, The Valvoline
Company
Charles F. Potts APAC, Inc. Senior Vice President;
3340 Peachtree Rd., NE President, APAC, Inc.
Tower Place
Atlanta, GA 30326
Kenneth L. Aulen P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Controller
Philip W. Block P. O. Box 391 Administrative Vice
Covington, KY 41012 President
J. Dan Lacy P. O. Box 391 Vice President
Covington, KY 41012
David L. Hausrath P. O. Box 391 Vice President and
Covington, KY 41012 General Counsel
Richard P. Thomas P. O. Box 391 Vice President and
Covington, KY 41012 Secretary
Peter M. Bokach P. O. Box 2219 Vice President;
Columbus, OH 43216 President of Ashland
Distribution Company
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James A. Duquin P. O. Box 2219 Vice President;
Columbus, OH 43216 President of Ashland
Specialty Chemical Company
Lamar M. Chambers P. O. Box 391 Auditor
Covington, KY 41012
</TABLE>
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SCHEDULE II
Stock Transactions
Executive Officer of effected within
of Ashland past 60 days Total Ownership
- ---------------------- ------------------- ---------------
Paul W. Chellgren 8,000 - direct
598 - direct - held in
the Arch Coal DRIP
J. Marvin Quin 1,500 - direct
James R. Boyd 5,000 - direct
Philip W. Block 400 - direct
<PAGE>
EXHIBIT INDEX
Stockholders Agreement between Arch Coal, Ashland and Carboex S.A. dated
April 4, 1997 (filed as Exhibit 7 to Ashland's Schedule 13D (Amendment No.
2) dated June 22, 1999, and incorporated herein by reference).
