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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 33-46856
P R O S P E C T U S
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615,000 SHARES
ASHLAND COAL, INC.
COMMON STOCK
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All of the shares of the par value $.01 Ashland Coal, Inc. ("Ashland Coal"
or the "Company") Common Stock offered hereby (the "Common Stock") are being
sold by certain shareholders (the "Selling Shareholders") of the Company for
their respective accounts. The Company has agreed (1) to bear certain expenses
in connection with the registration and sale of the Common Stock and (2) if
certain liabilities, including those under the Securities Act of 1933, as
amended (the "Securities Act") should be incurred by a Selling Shareholder or
certain brokers acting on its behalf as a consequence of acts or omissions by
the Company, to indemnify such Selling Shareholder and broker.
All or a portion of the Common Stock may be disposed of by the Selling
Shareholders hereunder from time to time in one or a combination of the
following transactions: (a) in transactions (which may involve block
transactions) on the New York Stock Exchange or other exchanges, or otherwise,
at market prices prevailing at the time of sale or at prices related to such
prevailing market prices; or (b) in privately negotiated transactions at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Common Stock to or through brokers or dealers and such brokers or
dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of the Common Stock
for whom such brokers or dealers may act as agent, or to whom they sell as
principal, or both (which compensation to a particular broker or dealer might be
in excess of customary commissions or be changed from time to time). The Selling
Shareholders and any brokers, dealers or agents who participate in a sale of the
Common Stock may be deemed "underwriters" within the meaning of Section 2(11) of
the Securities Act and the commissions paid or discounts allowed to any of such
brokers, dealers or agents in addition to any profits received on resale of the
Common Stock if any such brokers, dealers or agents should purchase any Common
Stock as a principal may be deemed to be underwriting discounts or commissions
under the Securities Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS AND PROCEEDS TO SELLING
PRICE TO PUBLIC COMMISSIONS SHAREHOLDERS(1)
<S> <C> <C> <C>
Per Share......................... See Text See Text See Text
Total............................. Above Above Above
<FN>
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(1) The Company has agreed to prepare and file this Prospectus and the related
Registration Statement and supplements and amendments thereto required by
the Securities Act with the Securities and Exchange Commission (the
"Commission"), to register and qualify the Common Stock if required under
applicable Blue Sky laws, and to deliver copies of the Prospectus to the
Selling Shareholders, in each case at Company expense, estimated at $98,100.
The expenses payable by the Selling Shareholders, including selling
commissions and fees and expenses of counsel to the Selling Shareholders,
are not capable of precise estimation by the Company.
</TABLE>
On November 9, 1994, the last reported sale price of the Common Stock on the
New York Stock Exchange composite tape was $30.375 per share. The Common Stock
of the Company is traded on the New York Stock Exchange under the symbol "ACI."
The date of this Prospectus is November 17, 1994.
<PAGE>
AVAILABLE INFORMATION
Ashland Coal has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act (the "Registration Statement") relating to the
securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained in the
Registration Statement on file with the Commission. For further information
pertaining to the Company and the shares offered hereby, reference is made to
the Registration Statement and exhibits thereto, which may be inspected without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of the Registration Statement, including exhibits, may be
obtained from the Commission at prescribed rates.
The Company's principal executive offices are located at 2205 Fifth Street
Road, Huntington, West Virginia 25701. Its telephone number is (304) 526-3333.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and are available for inspection and copying at the regional offices
in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and
Chicago (Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661). Copies of such material can be obtained at prescribed rates
from the Public Reference Section of the Commission, 450 Fifth Street,
Washington, D.C. 20549. Such reports, proxy statements and other information can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the Exchange
Act are incorporated into this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(b) The Company's Current Report on Form 8-K filed January 5, 1994;
(c) The Company's Current Report on Form 8-K filed February 17, 1994;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994;
(e) The Company's Quarterly Report on Form 10-Q/A-1 for the quarter ended
June 30, 1994;
(f) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994;
(g) The Company's Form 8-A dated July 14, 1988, containing a description of
the Company's Common Stock; and
(h) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any subsequently filed document which is also incorporated or deemed to
be incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, on the written or oral request of any
such person, a copy of any or all of the documents referred to above which may
have been or may be incorporated into this Prospectus by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to Ashland Coal, Inc., Attention: Corporate Secretary, 2205 Fifth Street Road,
P.O. Box 6300, Huntington, West Virginia 25771, telephone number (304) 526-3333.
2
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THE COMPANY
Ashland Coal is engaged in the mining, processing, marketing and
distribution of low-sulfur bituminous coal. The Company sells its coal
principally to electric utilities in the eastern United States. The Company also
exports coal, primarily to European customers. Ashland Coal was incorporated in
Delaware in 1975. The Company estimates that its subsidiaries had, as of October
1, 1994, approximately 712 million recoverable tons of proven and probable coal
reserves in southern West Virginia and eastern Kentucky, of which approximately
264 million tons are recoverable using surface mining methods. The Company
estimates that a substantial portion of this coal has a sulfur content of 1% or
less, some of which is compliance coal.(1)
Demand for the Company's coal primarily depends on the demand for
electricity in the areas serviced by the utilities purchasing the Company's
coal. Demand for electricity in turn depends on the level of economic activity
and other factors such as temperature extremes. The Company's customers
frequently combine nuclear, natural gas and other energy sources in their
generating operations, and, accordingly, their demand for coal varies depending
on price and transportation, regulatory, and other factors.
For the year ended December 31, 1993, the Company and its independent
operating subsidiaries sold approximately 16 million tons of coal, as compared
to approximately 19.1 and 14.3 million tons sold in 1992 and 1991, respectively.
Approximately 57% of the total number of tons sold during 1993 was sold under
long-term contracts as compared to 66% for 1992 and 67% for 1991. The balance
was sold on the spot market (which includes contracts with a duration of one
year or less). In 1993, the Company sold approximately 2.1 million tons of coal
in the export market, compared to approximately 3.9 million tons in 1992 and 3.8
million tons in 1991. Approximately 61%, 71% and 71% of total revenue for 1993,
1992 and 1991, respectively, were derived from long-term contracts. For the year
ended December 31, 1993, the Company's independent operating subsidiaries
produced approximately 14.2 million tons of coal as compared to approximately
16.7 and 12.2 million tons for 1992 and 1991, respectively. In addition, the
Company purchased for resale 1.6 million tons of coal during 1993 and
approximately 2.0 million tons of coal during each of 1992 and 1991.
Selling prices for the Company's coal are based on long-term contracts and
the spot market. Selling prices in many of the Company's long-term contracts are
adjusted for changes in broad price indices and labor costs, including wage
rates and other benefits under the United Mine Workers-Bituminous Coal
Operators' Association National Bituminous Coal Wage Agreement of 1993 ("Wage
Agreement"), or any successor agreement. Some of the Company's long-term
contracts also provide for price adjustment if certain federal and state levies
on coal mining and processing are changed. In addition, most of the Company's
long-term contracts provide that the customer may vary from the base annual
quantity, usually by not more than 15%, the quantity of coal purchased under the
contract in a particular year. In addition, renegotiation of contract terms
after execution is not unusual in the industry to accommodate changing market or
operational conditions.
Coal production at the Company's independent operating subsidiaries is
subject to a variety of operational, geologic, and weather-related factors that
routinely cause production to fluctuate. Operational factors include anticipated
and unanticipated events. For example, the longwall mining equipment at the
Mingo Logan Coal Company ("Mingo Logan") Mountaineer mine must be dismantled and
moved to a new area of the mine whenever the coal reserves in a segment of the
mine -- called a panel -- are exhausted. The size of a panel varies and
therefore the frequency of moves can also vary. Unanticipated events, such as
the unavailability of essential equipment because of breakdown or unscheduled
maintenance, would also adversely affect production. Geologic conditions within
mines are not uniform. Overburden ratios at the surface mines sometimes vary, as
do roof and floor conditions and seam thickness in underground mines. These
variations can be either positive or negative
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(1) Sulfur content of 1% or less refers to percentage by weight. "Compliance
coal" is coal which emits 1.2 pounds or less of sulfur dioxide per million
BTU upon combustion without the aid of sulfur reduction technology.
3
<PAGE>
for production. Weather conditions can also have a significant effect on the
Company's production, depending on the severity and duration of the condition.
For example, extremely cold weather combined with substantial snow and ice
accumulations may impede surface operations directly and all operations
indirectly by making it difficult for workers and suppliers to reach the mine
sites.
The Company's Hobet Mining, Inc. independent operating subsidiary ("Hobet")
and subsidiaries of the Company's Dal-Tex Coal Corporation independent operating
subsidiary ("Dal-Tex") are parties to the Wage Agreement with the United Mine
Workers of America. From time to time in the past, most recently in 1993,
strikes and work stoppages have adversely affected production at the operations
of Hobet and Dal-Tex, and have caused disruptions at their mines. Currently,
Mingo Logan, Mingo Logan's Mountaineer Mining Company and Bearco divisions and
certain contract miners are parties to a National Labor Relations Board
proceeding to determine whether Mingo Logan's employees should be deemed jointly
employed with the contract miners' employees or whether the Mingo Logan and
contract miners' employees are employed by different employers. The outcome of
the proceeding would determine for purposes of voting on union representation
(if such vote is required by applicable labor law) whether the Mingo Logan
employees may vote separately, or will be required to vote with employees of
Mingo Logan's contract miners.
Any one or a combination of changing demand, fluctuating selling prices,
routine operational, geologic and weather-related factors or labor disruptions
may occur at times or in a manner that causes results of operations to deviate
from expectations.
THE SELLING SHAREHOLDERS
Certain information regarding the Selling Shareholders appears in the table
below. The Company has undertaken to prepare and file amendments to the
Registration Statement required to keep the Registration Statement effective as
to shares elected to be offered by the Selling Shareholders hereunder until the
earlier of (i) July 6, 1995, or (ii) the date on which all the Common Stock has
been sold by the Selling Shareholders offering such shares.
<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OWNED AFTER
STOCK OWNED AS OF COMPLETION OF
SEPTEMBER 30, 1994 NUMBER OF THE OFFERING
-------------------------- SHARES --------------------------
SELLING SHAREHOLDER NUMBER % OF CLASS* BEING OFFERED NUMBER % OF CLASS*
- ----------------------------------------------- --------- --------------- -------------------- --------- ---------------
<S> <C> <C> <C> <C> <C>
YMCA Retirement Fund........................... 145,800 1% 30,000 115,800
Capital Research & Management Company, on
behalf of SMALLCAP World Fund, Inc............ 150,000 1% 150,000
Kemper Technology Fund**....................... 35,000 35,000
The United Company............................. 400,000 3% 400,000
<FN>
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*Percentages are based upon the aggregate number of 13,720,984 shares of Common
Stock outstanding on September 30, 1994. However, if all the Company's
outstanding Class B and C Preferred Stock were to be converted at the current
conversion rate, 18,307,484 shares of Common Stock would be outstanding.
Except where indicated, the percentage of Common Stock owned by a Selling
Shareholder is less than one percent.
**At the close of business on August 26, 1994, Kemper Environmental Services
Fund, formerly named as a selling shareholder, merged into Kemper Technology
Fund with Kemper Technology Fund being the surviving entity. Affiliates of
Kemper Technology Fund hold an aggregate of $10 million principal amount of
the Company's 9.78% Senior Notes due September 15, 2000.
</TABLE>
Unless noted above in the table, none of the Selling Shareholders has had
any position, office or other material relationship within the past three years
with the Company or any of its affiliates.
PLAN OF DISTRIBUTION
All or a portion of the Common Stock may be disposed of by the Selling
Shareholders hereunder from time to time in one or a combination of the
following transactions: (a) in transactions (which may
4
<PAGE>
involve block transactions) on the New York Stock Exchange or other exchanges,
or otherwise, at market prices prevailing at the time of sale or at prices
related to such prevailing market prices; or (b) in privately negotiated
transactions at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Common Stock to or through brokers or dealers and
such brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
the Common Stock for whom such brokers or dealers may act as agent, or to whom
they sell as principal, or both (which compensation to a particular broker or
dealer might be in excess of customary commissions). Any commissions or
discounts paid or allowed to brokers, dealers or agents may be changed from time
to time. The Selling Shareholders and any brokers, dealers or agents who
participate in a sale of the Common Stock may be deemed "underwriters" within
the meaning of Section 2(11) of the Securities Act and the commissions paid or
discounts allowed to any of such brokers, dealers or agents in addition to any
profits received on resale of the Common Stock if any such brokers, dealers or
agents should purchase any Common Stock as a principal may be deemed to be
underwriting discounts or commissions under the Securities Act.
If certain liabilities, including those under the Securities Act, should be
incurred by the Selling Shareholders and certain brokers executing transactions
on their behalf pursuant to the Plan of Distribution as a consequence of acts or
omissions by the Company, the Company has agreed to indemnify such Selling
Shareholders and brokers for such loss.
LEGAL MATTERS
Hunton & Williams, special counsel to the Company, has passed upon the
validity of the issuance of the shares of Common Stock offered hereby.
EXPERTS
The consolidated financial statements of Ashland Coal appearing in Ashland
Coal's Annual Report (Form 10-K) for the year ended December 31, 1993, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
5
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company.................................... 3
The Selling Shareholders....................... 4
Plan of Distribution........................... 4
Legal Matters.................................. 5
Experts........................................ 5
</TABLE>
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615,000 SHARES
ASHLAND COAL, INC.
COMMON STOCK
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PROSPECTUS
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NOVEMBER 17, 1994
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