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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ASHLAND COAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction
(5) Total fee paid: $__________
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:__________
(3) Filing Party:__________________________________________
(4) Date Filed:____________________________________________
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ASHLAND COAL, INC.
P.O. Box 6300
Huntington, West Virginia 25771-6300
June 17, 1997
To Ashland Coal Stockholders of Record on June 5, 1997:
The Special Meeting of stockholders of Ashland Coal, Inc. to consider the
merger of Ashland Coal and a subsidiary of Arch Mineral Corporation (to be
renamed "Arch Coal, Inc.") will be held at 9:00 a.m. on June 30, 1997. It is
important that your shares be represented at the Special Meeting.
If you have not voted, you are urged to do so by utilizing the enclosed
proxy card and return envelope. If you have voted by proxy and wish to change
your vote, please use the additional proxy card and return envelope to do so.
Signed proxy cards returned indicating a vote FOR the merger, or with no
instructions indicated, will be voted for approval and adoption of the Merger
Agreement and the transactions contemplated thereby. Proxy cards returned
indicating a vote AGAINST or WITHHELD will be voted against such approval and
adoption. Shares as to which the proxy card indicates ABSTAIN with respect to
the proposal will not be voted for or against the proposal.
Any proxy given may be revoked by the person giving it at any time before
it is voted. Proxies may be revoked by (i) filing with the Corporate Secretary
of Ashland Coal, at or before the taking of the vote at the Ashland Coal Special
Meeting, a written notice of revocation bearing a later date than the proxy,
(ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Corporate Secretary of Ashland Coal before the taking of
the vote at the Special Meeting, or (iii) attending the Ashland Coal Special
Meeting and voting in person (although attendance at the Ashland Coal Special
Meeting will not in and of itself constitute a revocation of a proxy). Any
written notice of revocation or subsequent proxy should be sent so as to be
delivered to Ashland Coal, Inc., 2205 Fifth Street Road, Huntington, West
Virginia 25701, Attention: Corporate Secretary, or hand delivered to the
foregoing representative of Ashland Coal at or before the taking of the vote at
the Ashland Coal Special Meeting.
If you have any questions, please call the Shareholder Relations Department
of First Chicago Trust Company at (201) 324-0313.
Sincerely,
/s/ Roy F. Layman
Roy F. Layman
Administrative Vice President
and Secretary
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P
R
O
X
Y
ASHLAND COAL, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF ASHLAND COAL, INC.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 30, 1997
The undersigned holder of shares of Common Stock par value $.01 per share
("Ashland Coal Common Stock") of Ashland Coal, Inc., a Delaware corporation
("Ashland Coal") hereby appoints Robert A. Charpie and Thomas Marshall,
individually, with full power of substitution in each of them, as proxy or
proxies to represent the undersigned and vote all shares of Ashland Coal Common
Stock which the undersigned would be entitled to vote if personally present and
voting at the Special Meeting of Stockholders of Ashland Coal to be held on
Monday, June 30, 1997 at 9:00 a.m., local time, at Ashland Coal's principal
executive offices at 2205 Fifth Street Road, Huntington, West Virginia and at
any adjournment thereof, in respect of approval and adoption of the Agreement
and Plan of Merger dated as of April 4, 1997 among Arch Mineral Corporation,
AMC Merger Corporation and Ashland Coal and the transactions contemplated
thereby, and on all other matters as may properly come before the meeting or
any adjournments thereof.
(change of address/comments)
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(If you have written in the above space, please mark the
corresponding box on the opposite side of this card)
You are encouraged to specify your choices by marking the appropriate box, and
promptly returning this Proxy in the enclosed envelope, which requires no
postage, but you need not mark any box if you wish to vote in accordance with
the recommendation of the Board of Directors.
SEE REVERSE
SIDE
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9772
[X] Please mark your
votes as in this
example.
This proxy when properly executed, will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR approval and
adoption of the Merger Agreement. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
meeting.
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The Board of Directors recommends a vote FOR approval
and adoption of the Merger Agreement.
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FOR AGAINST ABSTAIN You are encouraged to specify
1. APPROVAL your choice by marking the
OF MERGER appropriate box, and promptly
AGREEMENT [ ] [ ] [ ] returning this Proxy in the
(see opposite side) enclosed envelope, which
requires no postage, but you
need not mark any box if you
wish to vote in accordance
with the recommendation of the
Board of Directors.
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Change of Address/
Comments on
opposite side. [ ]
I plan to attend the
Special Meeting. [ ]
SIGNATURE(S) DATE
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NOTE: Please sign EXACTLY as name appears hereon. When signing as executor,
trustee, etc., or as officer of a corporation, give full title as such.
For joint accounts, please obtain both signatures.
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