As filed with the Securities and Exchange Commission on October 6, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASHLAND COAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-0880012
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No. )
2205 Fifth Street Road P.O. Box 6300
Huntington, West Virginia 25701 Huntington, WV 25771
(Address of Principal Executive Offices) (Mailing Address)
ASHLAND COAL, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the Plan)
ROY F. LAYMAN
ASHLAND COAL, INC.
2205 FIFTH STREET ROAD
P.O. BOX 6300
HUNTINGTON, WEST VIRGINIA 25771
(Name and address of agent for service)
(304)526-3526
(Telephone number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to Registered Offering Price Aggregate Registration
be Registered Per Share (1)(2) Offering Price Fee
(1)(2)
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 $ 29.8125 $ 29,812,500 $10,280.17
value $0.01 per shares
share..........
</TABLE>
(1) In accordance with Rule 457 under the Securities Act of 1933, calculated
on the basis of $29.8125 per share of Common Stock which was the average
of the high and low prices on the New York Stock Exchange-- Composite
Tape on October 4,1995.
(2) Estimated solely for the purpose of determining the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following
documents and material heretofore filed with the Securities and
Exchange Commission (the "Commission"):
(a) Annual Report on Form 10-K of Ashland Coal, Inc.
("Ashland Coal") for the year ended December 31, 1994, filed with
the Commission pursuant to Section 13(a) of the Securities Exchange
Act of 1934.
(b) Ashland Coal Current Report on Form 8-K dated
February 10, 1995, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934.
(c) Ashland Coal Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, filed with the Commission pursuant
to Section 13(a) of the Securities Exchange Act of 1934.
(d) Ashland Coal Current Report on Form 8-K dated April
6, 1995, filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934.
(e) Ashland Coal Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, filed with the Commission pursuant to
Section 13(a) of the Securities Exchange Act of 1934.
(f) Ashland Coal Current Report on Form 8-K dated
September 6, 1995, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934.
(g) The description of Ashland Coal's Common Stock
included in the Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12(b) of the Securities and Exchange
Act of 1934.
In addition, all documents hereafter filed with the
Commission by Ashland Coal pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been
passed upon by Richards, Layton & Finger, Wilmington, Delaware.
The consolidated financial statements and schedule of Ashland Coal
appearing or incorporated by reference in Ashland Coal's Annual
Report on Form 10-K for the year ended December 31, 1994 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 and schedules
are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and
auditing.
Item 6. Indemnification of Directors and Officers.
In accordance with Delaware law, the Company's Restated
Certificate of Incorporation, as amended, contains provisions that
result in the elimination of the personal liability of directors
to the Company and its stockholders for monetary damages for
beaches of fiduciary duty as a director, except for (i) breach of
a director's duty of loyalty to the Company or to the stockholders,
(ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii)
dividend or stock repurchases or redemptions that are illegal under
Delaware law and (iv) any transaction for which a director receives
an improper personal benefit. These provisions pertain only to
breaches of duty by directors as directors and not in any other
capacity, such as officers. As a result of the inclusion of such
provisions, stockholders may be unable to recover monetary damages
against directors for actions taken by them that constitute
negligence or gross negligence or that are in violation of their
fiduciary duty, although it may be possible to obtain injunctive
or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to stockholders
in any particular case, stockholders may not have any effective
remedy against the challenged conduct.
The Company's Amended Bylaws ("Bylaws") provide that the
Company may indemnify every person who is or was an officer,
director or employee of the Company (or other corporation, which
such person served at the Company's request) against expenses
(including attorneys' fees) and costs, judgements, settlements and
<PAGE>
fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which such person was
made party by reason of being or having been an officer, director
or employee, provided such person acted in good faith, in what he
or she reasonably believed to be in the best interests of the
Company, and in addition, in any criminal action or proceeding, had
no reasonable belief that his or her conduct was unlawful and,
provided further, that in the case of any claim brought by or in
the right of the Company, no indemnification shall be made in
respect of any such claim as to which such officer, director or
employee shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duties, unless a court
shall determine such person is fairly and reasonably entitled to
indemnity. Notwithstanding the foregoing, any person who is wholly
successful on the merits or otherwise is entitled to indemnifica-
tion as a matter of right.
The Company has entered into indemnification agreements (the
"Agreements") with its directors and certain of its officers. The
Agreements contractually obligate the Company to indemnify the
directors and such officers to the same extent provided for in the
Company's Bylaws and also require the Company to provide
indemnification beyond that provided for in the Company's Bylaws
to the extent permitted by Delaware law. Among other things, and
subject to certain exceptions, the Agreements require the Company
to indemnify the director or officer against all judgments, fines,
amounts paid in settlement and reasonable expenses (including
attorneys' fees) incurred by the director or officer in any
proceeding where the director or officer was, is or is threatened
to be made, a party by reason of the fact that he was or is a
director, officer, employee or agent of the Company or was or is
serving at the request of the Company in any such capacities with
another enterprise. Among other exceptions, the director or officer
is not entitled to indemnification to the extent that it is
determined, in accordance with the Agreement and applicable law,
that the director or officer did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal
proceeding, that the director or officer had reasonable cause to
believe his conduct was unlawful. The Agreements also require,
under certain circumstances, advance payment of expenses incurred
in investigating, defending or appealing any proceeding. The rights
created by the Agreements are not exclusive of any other rights to
which the director or officer may be entitled under any provision
of law, the Company's Restated Certificate of Incorporation, Bylaws
or otherwise.
Ashland Coal has purchased insurance which insures (subject
to certain terms and conditions, exclusions and deductibles)
<PAGE>
Ashland Coal against certain costs which Ashland Coal might be
required to pay by way of indemnification to its directors or
officers under its Articles or By-laws, indemnification agreements
or otherwise, and which protects individual directors and officers
from certain losses for which they might not be indemnified by
Ashland Coal. In addition, Ashland Coal has purchased insurance
which provides liability coverage (subject to certain terms and
conditions, exclusions and deductibles) for amounts which Ashland
Coal, or the fiduciaries under Ashland Coal's employee benefit
plans, which may include directors, officers and employees of
Ashland Coal, might be required to pay as a result of a breach of
fiduciary duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Ashland Coal, Inc. 1995 Stock Incentive Plan (filed
as Exhibit 10.1 to Ashland Coal's Quarterly Report on
Form 10-Q for the Quarterly Period Ended June 30, 1995
and incorporated herein by reference).
4.2 Restated Articles of Incorporation, as amended, of
Ashland Coal (filed as Exhibit 3.1 to Ashland Coal's
Post-Effective Amendment No. 1 to its Form S-3
Registration Statement dated May 5, 1993, and
incorporated herein by reference).
5 Opinion of Richards, Layton & Finger, Wilmington,
Delaware, including Counsel's consent concerning
securities registered hereunder.
24.1 Consent of Ernst & Young LLP, independent auditors.
24.2 Consent of Richards, Layton & Finger (included as
part of Exhibit 5).
25 Power of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
<PAGE>
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in
the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; (iii) to include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement; provided, however, that
subparagraphs (i) and (ii), above, do not apply if the information
required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that for
purposes of determining any liability under the Securities Act of
1933 each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Ashland Coal pursuant to the foregoing
provisions, or otherwise, Ashland Coal has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
<PAGE>
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, Ashland Coal will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Huntington and
State of West Virginia on this 4th day of October, 1995.
Ashland Coal, Inc.
(Registrant)
By: /s/ Roy F. Layman
Roy F. Layman
Administrative Vice President-
Law and Human Resources, and
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature and Title
William C. Payne*
Chairman of the Board, President,
Chief Executive Officer and Director
Paul W. Chellgren*
Director
Robert E. Yancey, Jr.*
Director
Thomas L. Feazell*
Director
*BY: /s/ Roy F. Layman
J. Marvin Quin*
Director Roy F. Layman
Administrative Vice President-
Juan Antonio Ferrando* Law and Human Resources,
Director and Secretary
(Attorney-in-Fact)
Robert L. Hintz*
Director Date: October 4 , 1995
Robert A. Charpie*
Director
J. A. Brothers*
Director
Thomas Marshall*
Director
Original powers of attorney authorizing and each of them,
to sign this Registration Statement on behalf of the above named
officers and directors of the Company are being filed herewith with
the Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
4.1 Ashland Coal, Inc. 1995 Stock Incentive Plan (filed
as Exhibit 10.1 to Ashland Coal's Quarterly Report on
Form 10-Q for the quarterly period Ended June 30,
1995 and incorporated herein by reference).
4.2 Restated Articles of Incorporation, as amended, of
Ashland Coal (filed as Exhibit 3.1 to Ashland Coal's
Post-Effective Amendment No. 1 to its Form S-3
Registration Statement dated May 5, 1993, and
incorporated herein by reference).
5 Opinion of Richards, Layton & Finger, Wilmington,
Delaware, including Counsel's consent, concerning
securities registered hereunder.
24.1 Consent of Ernst & Young LLP, independent auditors.
24.2 Consent of Richards, Layton & Finger, Wilmington,
Delaware (included as part of Exhibit 5).
25 Power of Attorney.
<PAGE>
October 3, 1995
Ashland Coal, Inc.
P.O. Box 6300
Huntington, WV 25771-6300
Ladies and Gentlemen:
We have acted as special Delaware counsel to Ashland
Coal, Inc., a Delaware corporation (the "Company"), in connection
with the adoption of the Company's 1995 Stock Incentive Plan (the
"Plan"). In this connection, you have requested our opinion as
to certain matters under the General Corporation Law of the State
of Delaware (the "General Corporation Law").
For the purpose of rendering our opinion as expressed
herein, we have been furnished and have examined the following
documents:
(i) the Restated Certificate of Incorporation of the
Company as filed with the Secretary of State of the State of
Delaware (the "Secretary of State") on June 24, 1982, as amended
by the Certificate of Amendment of the Company as filed with the
Secretary of State on October 8, 1987, the Certificate of
Amendment of the Company as filed with the Secretary of State on
August 10, 1988, the Certificate of Amendment of the Company as
filed with the Secretary of State on April 27, 1992, and the
Certificate of Amendment of the Company as filed with the
Secretary of State on April 28, 1993, (collectively, the
"Restated Certificate");
(ii) the By-laws of the Company, as amended through
the date hereof (the "By-laws");
(iii) the Plan;
(iv) certain resolutions of the board of directors of
the Company (the "Board") adopted at the meeting of the Board on
December 8, 1994 (the "December 8 Resolutions");
(v) certain resolutions of the Board adopted at the
meeting of the Board on April 27, 1995 (the "April 27
Resolutions"); and
(vi) a document entitled "Ashland Coal, Inc. Cashless
Exercise Procedures" (the "Cashless Exercise Procedures").
For the purpose of rendering our opinion as expressed
herein, we have not reviewed any document other than the
documents set forth above, and we assume there exists no
provision of any such other document that bears upon or is
inconsistent with our opinion as expressed herein. In
particular, we have not reviewed any document referred to in, or
incorporated into, any of the documents set forth above (except
for other documents set forth above). We have conducted no
independent factual investigation of our own, but rather have
relied solely upon the foregoing documents, the statements and
information set forth therein, and the additional matters recited
or assumed herein, all of which we assume to be true, complete
and accurate in all material respects.
With respect to the foregoing documents, we have
assumed the authenticity of all documents submitted to us as
originals, the conformity with the originals of all documents
submitted to us as certified, conformed, photostatic or other
copies, the genuineness of all signatures, the legal capacity of
natural persons, and that the foregoing documents, in the forms
submitted to us for our review, have not been and will not be
altered or amended in any respect material to our opinion as
expressed herein.
You have requested our opinion regarding whether the
1,000,000 shares of common stock of the Company, par value $.01
per share (the "Common Stock"), reserved for issuance under the
Plan will, when issued, be validly issued, fully paid and
nonassessable under the General Corporation Law.
The Plan provides that it is to be administered by a
Key Employee Stock Administration Committee of the Board (the
"Committee"), which will consist of three or more members, each
of whom will be "Disinterested" (as defined in the Plan). The
Plan authorizes the Committee to make incentive awards to such
employees of the Company as the Committee determines. Awards may
be in the form of stock options, restricted stock, stock
appreciation rights, merit awards, performance shares, or phantom
stock awards. Each employee who accepts an "Award" (as defined
in the Plan) granted under the Plan agrees to remain in the
service of the Company for a period of at least one year.
Stock options granted under the Plan will permit the
grantee to purchase shares of Common Stock on the terms set by
the Committee. The exercise price of each of such stock options
cannot be less than 100 percent of the "Fair Market Value" (as
defined in the Plan) of the Common Stock on the date such option
is granted. Options may be exercised during the time period set
by the Committee by payment of the exercise price in cash, shares
of Common Stock, a combination of such methods of payment, or
such other consideration as is approved by the Committee and
which constitutes lawful consideration for the issuance of Common
Stock.
Among the methods of payment is a cashless exercise
payment procedure ("Cashless Exercise"). In a Cashless Exercise,
the grantee notifies the Company of the grantee's intention to
exercise an option and, after certain preliminary steps described
in the Cashless Exercise Procedures, a broker executes a trade
selling the shares of Common Stock issuable pursuant to the
option. In accordance with the Cashless Exercise Procedures, the
broker thereupon delivers a check in the amount of the exercise
price plus withholding tax (when applicable) to the Company,
which thereupon issues the shares to the broker. Following
settlement of the trade, the remaining proceeds from the sale
(the total proceeds minus the exercise price, withholding taxes
and broker fees) are delivered to the grantee by the broker.
If a grantee of an option under the Plan ceases to be
employed with the Company for any cause other than death,
disability or retirement, any options held by such grantee must
be exercised on the earlier to occur of the fixed termination
date set forth in the option or three months after the cessation
of the grantee's employment.
The Plan also permits the Committee to make direct
grants of restricted shares of Common Stock. During the
"Restricted Period" (as defined in the Plan), the shares of
restricted stock are subject to certain restrictions, including a
restriction providing that such shares may not be sold, assigned,
transferred, pledged, exchanged, encumbered, or disposed of by
the recipient thereof. An award of restricted shares of Common
Stock under the Plan is forfeited if, prior to the lapse of the
restrictions thereon, the recipient of the award ceases to be an
employee of the Company for any reason unless the Committee, in
its sole discretion, limits such forfeiture.
The Plan further provides for the issuance of shares of
Common Stock as payment for "Stock Appreciation Rights", "Merit
Awards", "Performance Shares" and "Phantom Stock Awards" (each as
defined in the Plan). The criteria for awarding such shares,
including the reasons for granting the Stock Appreciation Rights
and the Merit Awards, the financial performance targets for the
Performance Shares, and the specified objectives for the Phantom
Stock Awards, as well as the number of shares to be awarded and
the recipients of such awards, are determined by the Committee in
its sole discretion. A recipient of an award of Performance
Shares must be employed by the Company at the end of a
"Performance Period" (as defined in the Plan) in order to be
entitled to the payment of Performance Shares for such period,
except as otherwise provided in the Plan. A Phantom Stock Award
under the Plan is forfeited if, prior to the vesting of the
award, the recipient ceases to be an employee of the Company for
any reason unless the Committee, in its sole discretion, limits
such forfeiture.
Section 157 of the General Corporation Law, 8 Del. C. Sec.
157, authorizes the creation and issuance of options entitling
the holders thereof to purchase from the corporation any shares
of its capital stock of any class. The terms upon which,
including the time or times, which may be limited or unlimited in
duration, as well as the price at which, such shares may be
purchased upon the exercise of any such options, shall be such
as shall be stated in the certificate of incorporation or in any
resolution adopted by the board of directors providing for the
creation and issuance of such options, and, in every case, shall
be set forth or incorporated by reference in the instrument or
instruments evidencing such options. The statute provides that,
in the absence of actual fraud, the judgment of the directors as
to the consideration for the issuance of such options and the
sufficiency thereof shall be conclusive.
Under Delaware law, stock may not be issued "except for
money paid, labor done or personal property, or real estate or
leases thereof actually acquired." Del. Const. of 1897, art. IX,
Sec. 3. Shares of stock with par value may be issued for such
consideration (including services rendered) as is determined from
time to time by the board of directors, so long as such
consideration at least equals the par value of such stock. See 8
Del. C. Sec. 153(a). The consideration for stock to be issued shall
be paid in such form and in such manner as the board of directors
shall determine, and if the entire amount of such consideration
has been received by the corporation in the form mandated by the
above constitutional requirement, or if the requirements of 8
Del. C. Sec. 152(2) are satisfied, the stock so issued is deemed to
be fully paid and nonassessable. 8 Del. C. Sec. 152. We note that
the Cashless Exercise method of payment under the Plan complies
with these requirements by obligating the broker to pay the full
exercise price of the option (which we have assumed will be
greater than or equal to the par value of the shares issuable
upon exercise of the option) prior to the issuance of the shares.
Services of an employee performed prior to an issuance
of stock to him or her may constitute valid consideration for the
issuance of shares to the employee, even though the employee may
have been under existing contractual commitments to his employer,
where the board of directors or an appropriately authorized
committee thereof determines that such services were of
sufficiently significant or extraordinary value to the employer,
or where an implied contract is shown. See Ash v. Brunswick
Corp., 405 F. Supp. 234 (Del. 1975); Blish v. Thompson Automatic
Arms Corp., 64 A.2d 581 (Del. 1948).
For the purpose of rendering our opinion as expressed
herein, we have assumed the following matters: (i) that the
December 8 Resolutions were duly adopted and approved by the
Board at its meeting on December 8, 1994; (ii) that the April 27
Resolutions were duly adopted and approved by the Board at its
meeting on April 27, 1995; (iii) that the Plan was duly adopted
and approved by the stockholders of the Company at their meeting
on April 28, 1995; (iv) that the Committee will be duly appointed
by all requisite action of the Board in accordance with the
Restated Certificate, the By-laws and the General Corporation
Law; (v) that, with respect to each and every issuance of shares
of Common Stock pursuant to and in accordance with the Plan, the
number of shares of Common Stock so issued will not exceed the
number of shares of Common Stock then reserved, required to be
reserved or otherwise committed for issuance pursuant to the
Plan; (vi) that, with respect to each and every award of Common
Stock pursuant to the Plan, the Committee shall have determined
that the value to the Company of the past services rendered by
the grantee, less the value of the consideration already or
otherwise to be paid to the grantee in respect of such past
services, is equal to or greater than the value of the shares of
Common Stock to be issued to such grantee pursuant to such award,
which value in no event shall be less than the par value of the
shares of Common Stock to be so issued; (vii) that at the time of
the award of any options to purchase shares of Common Stock
pursuant to the Plan, the "Fair Market Value" (as defined in the
Plan) of a share of Common Stock (determined as set forth in the
Plan) will be greater than or equal to the par value of such
Common Stock; (viii) that the members of the Committee who
participate in the determination to grant an "Award" (as defined
in the Plan) under the Plan will be disinterested with respect to
such determinations (in the sense that such directors will
neither appear on both sides of the transaction nor expect to
derive any personal financial benefit from it in the sense of
self-dealing, as opposed to a benefit which devolves upon the
Company or all stockholders generally) and will make all such
determinations in the informed, reasonable and good faith
exercise of their business judgment; (ix) that each Cashless
Exercise of options under the Plan will be conducted in
accordance with the Cashless Exercise Procedures; and (x) that
the Company has and will continue to have during the duration of
the Plan a sufficient number of authorized and unissued shares of
Common Stock to meet its obligations under the Plan.
Based upon and subject to the foregoing, and subject to
the qualifications and limitations stated herein below, it is our
opinion that the shares of Common Stock issuable under the Plan,
when issued, delivered and paid for pursuant to and in accordance
with the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the General
Corporation Law, and we have not considered and express no
opinion on the effect of any other laws or the laws of any other
state or jurisdiction, including federal laws regulating
securities or other federal laws, or the rules and regulations of
stock exchanges or of any other regulatory body. Our opinion as
set forth herein is subject to the effect thereon, if any, of
equitable considerations, as to which we have no information.
This opinion is rendered solely for your benefit in
connection with the matter discussed herein and, without our
prior written consent, may not be relied upon by any other person
or entity or for any other purpose. We hereby consent to (i) the
use and filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Registration
Statement on Form S-8 (the "Registration Statement") and (ii) the
reference to our firm under the heading "Interests of Named
Experts and Counsel" in the Registration Statement. In giving
such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and
regulations of the Commission thereunder.
Very truly yours,
GPW/MJF
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement pertaining to the Ashland Coal, Inc. 1995 Stock Incentive
Plan and to the incorporation by reference therein of our report
dated January 23, 1995, with respect to the consolidated financial
statements and schedule of Ashland Coal, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Louisville, Kentucky
October 2, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each of the undersigned
directors and officers of ASHLAND COAL, INC., a Delaware
corporation ("Ashland Coal"), hereby constitutes and appoints
William C. Payne, Marc R. Solochek and Roy F. Layman, and each of
them, his true and lawful attorneys-in-fact and agents, with full
power to act without the others, to sign Ashland Coal's
Registration Statement on Form S-8 relating to securities to be
issued under the Ashland Coal 1995 Stock Incentive Plan to be
filed with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended; to affix
the corporate seal of Ashland Coal thereto and to attest said
seal; to file such Registration Statement and the exhibits
thereto and any and all other documents in connection therewith,
including without limitation amendments thereto, with the
Securities and Exchange Commission; and to do and perform any and
all other acts and things requisite and necessary to be done in
connection with the foregoing as fully as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Dated: October 4, 1995
/s/ William C. Payne Chairman of the Board, President,
William C. Payne Chief Executive Officer and
Director
/s/ Paul W. Chellgren
Paul W. Chellgren Director
/s/ Robert E. Yancey, Jr.
Robert E. Yancey, Jr. Director
/s/ Thomas L. Feazell
Thomas L. Feazell Director
/s/ J. Marvin Quin
J. Marvin Quin Director
/s/ Juan Antonio Ferrando
Juan Antonio Ferrando Director
/s/ Robert L. Hintz
Robert L. Hintz Director
/s/ Robert A. Charpie
Robert A. Charpie Director
/s/ J. A. BROTHERS
J. A. Brothers Director
/s/ THOMAS MARSHALL
Thomas Marshall Director
