SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
February 24, 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 be 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. A taxable distribution would be a
taxable event to Ashland and would create dividend income to Ashland
shareholders.
On February 24, 2000, Ashland announced that, absent intervening
circumstances or material events, Ashland's management intends 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. If
the transaction is approved by the Ashland Board of Directors, Ashland
anticipates that the taxable distribution would be completed by the first
week of April 2000. There can be no assurance that such intervening
circumstances or material events will not occur or that the approval of the
Ashland Board of Directors will be obtained. If the taxable distribution is
completed, Ashland anticipates that, subject to then-existing market
conditions, it will thereafter seek to dispose of Ashland's remaining
4,726,040 shares of Arch Coal Common Stock in a tax efficient manner. There
can be no certainty as to when or whether such a disposition may be
completed.
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. If the taxable distribution of its Arch Coal
shares does not occur, Ashland anticipates that it will seek to regain two
additional seats on the Arch Coal Board. Ashland, as a 58% shareholder,
currently has the ability to elect seven directors to the Arch Board under
the cumulative voting
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Page 5 of 7
provisions of Arch Coal's certificate of incorporation and after giving
effect to a Stockholders' Agreement between Arch Coal, Ashland and Carboex
S.A. dated April 4, 1997.
Any strategic alternatives, including a taxable distribution, may
result in (a) the acquisition by any person of additional securities of
Arch Coal, or the disposition of securities of Arch Coal; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Arch Coal or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of Arch Coal or any of its
subsidiaries; (d) a change in the present board of directors or management
of Arch Coal, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board; (e) a material
change in the present capitalization or dividend policy of Arch Coal; (f) a
material change in Arch Coal's business or corporate structure; (g) changes
in Arch Coal's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of Arch Coal by
any person; (h) a class of securities of Arch Coal to be delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) the common stock of Arch Coal becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act; or (j) any action similar to the foregoing.
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.
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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.
February 24, 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>
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).
