SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Rochester & Pittsburgh Coal Company
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(Name of Issuer)
Common Stock, no par value
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(Title of Class and Securities)
771333 10 1
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(CUSIP Number of Class of Securities)
Michael F. Nemser
CONSOL Inc.
Consol Plaza
1800 Washington Road
Pittsburgh, PA 15241-1421
(412) 831-4010
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
J. Michael Schell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
May 28, 1998
------------------------------------------------------------
(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 Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
SCHEDULE 13D
CUSIP No. 771333 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CONSOL Inc.
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,741,705
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,741,705
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741,705
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 771333 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CONSOL Energy Inc.
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,741,705
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,741,705
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741,705
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 771333 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
E. I. du Pont de Nemours and Company
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,741,705
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,741,705
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741,705
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 771333 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DuPont Energy Company
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,741,705
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,741,705
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741,705
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 771333 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Rheinbraun Aktiengesellschaft
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Koln, Germany
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(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,741,705
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,741,705
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741,705
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 771333 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RWE Aktiengesellschaft
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Essen, Germany
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(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,741,705
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,741,705
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741,705
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to Schedule 13D amends and restates the Schedule
13D (the "Schedule 13D") filed by CONSOL Inc., a Delaware corporation
("CI"), and certain of its affiliates on June 8, 1998, in connection with
the proposed merger (the "Merger") of CONSOL Commonwealth Inc., a
Pennsylvania corporation ("Merger Sub") and an indirect wholly owned
subsidiary of CONSOL Energy Inc., a Delaware corporation ("CEI"), with and
into Rochester & Pittsburgh Coal Company, a Pennsylvania corporation (the
"Company"), pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 28, 1998, among CI, a wholly owned subsidiary
of CEI, Merger Sub, and the Company. As described below, in connection with
the execution of the Merger Agreement, CI, Merger Sub and certain
stockholders of the Company (the "Stockholders") have entered into a
Stockholders Agreement, dated as of May 28, 1998 (the "Stockholders
Agreement"), pursuant to which such stockholders have agreed, among other
things, (i) to grant irrevocable proxies to CI in respect of all shares
(the "Shares") of common stock, no par value, of the Company (the "Company
Common Stock") owned by such Stockholders in connection with any matter
(including, but not limited to, any proposed merger or other transaction)
submitted to the stockholders of the Company for a vote (the "Irrevocable
Proxies"), and (ii) to grant CI irrevocable options (the "Options") to
purchase all Shares owned by such stockholders upon the terms and
conditions set forth in the Stockholders Agreement. The Irrevocable Proxies
and the Options have each been granted in respect of an aggregate of
1,741,705 shares of Company Common Stock. The Schedule 13D is hereby
amended and restated as follows:
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Company Common Stock. The principal
executive offices of the Company are located at 655 Church Street, Indiana,
Pennsylvania 15701.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly by CEI,CI, E. I. du Pont de
Nemours and Company, a Delaware corporation ("DuPont"), DuPont Energy
Company, a Delaware corporation and a wholly owned subsidiary of DuPont
("DuPont Energy"), Rheinbraun Aktiengesellschaft, a German stock
corporation (Aktiengesellschaft) ("Rheinbraun"), and RWE
Aktiengesellschaft, a German stock corporation (Aktiengesellschaft)
("RWE").
CEI is a diversified energy company which, through its subsidiaries,
is active in the mining, production, transportation, and sale of coal and
coalbed methane gas, and in the distribution of mining and industrial
supplies. CI operates 26 coal mining complexes in the United States and
Canada with a combined annual production of approximately 72.8 million
tons. The principal offices of CEI are located at 300 Delaware Avenue,
Wilmington, Delaware 19801 and the principal offices of CI are located at
Consol Plaza, 1800 Washington Road, Pittsburgh, Pennsylvania 15241-1421.
DuPont is a global chemical, energy and life sciences company whose
businesses manufacture and sell a wide range of products in many different
markets including energy, transportation, textile, construction automotive,
agriculture, printing, health care, packaging and electronic markets.
DuPont currently owns, through DuPont Energy, 50% of the outstanding shares
of common stock of CEI, and three of DuPont's executive officers are
members of the Board of Directors of each of CI and CEI. The principal
offices of DuPont and DuPont Energy are located at 1007 Market Street,
Wilmington, Delaware 19898.
Rheinbraun is a diversified raw materials company active in the field
of lignite mining in Germany and through its subsidiaries in the field of
sale of lignite and derived products, consulting, transportation and
logistics as well as international coal trading. Rheinbraun is a member of
the RWE group, Essen, Germany, and a wholly owned subsidiary of RWE.
Rheinbraun operates large open pit mines in the Rhineland with a combined
annual capacity of over 100 million tons and has substantial participation
in East German lignite mining with a combined annual capacity of
approximately 50 million tons. Rheinbraun (40%) together with its wholly
owned subsidiary Rheinbraun US GmbH (10%) currently owns 50% of the
outstanding common stock of CEI, and three of Rheinbraun's affiliates are
members of the Board of Directors of each of CI and CEI. The principal
offices of Rheinbraun are located at Stuttgenweg 2, D-50935 Koln, Germany.
RWE is an industrial conglomerate which through its subsidiaries is
doing business in the utility, coal mining, oil refining and distribution,
construction and engineering, as well as chemical and telecommunication
markets. The principal offices of RWE are located at Opernplatz 1, D-45128
Essen, Germany.
Certain information concerning the executive officers and directors
of CEI, CI, DuPont, DuPont Energy, Rheinbraun and RWE is set forth in Annex
A hereto and is incorporated herein by reference.
During the last five years, neither CEI, CI, DuPont, DuPont Energy,
Rheinbraun, RWE nor, to the knowledge of CEI, CI, DuPont, DuPont Energy,
Rheinbraun and RWE, respectively, any of the individuals named in Annex A
hereto, has been convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors), or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result
of which it or he 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 which found any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This statement relates to the Irrevocable Proxies and the Options as
described in this Item 3 and Item 4 below, with respect to the Shares
beneficially owned by the Stockholders as described in this Item 3 and Item
4 below.
The Options entitle CI to purchase 1,741,705 Shares at any time, in
whole but not in part, under the terms described in the Stockholders
Agreement, and as described in Item 4 below for a purchase price of $43.50
per share (the "Purchase Price").
Pursuant to the Irrevocable Proxies, each of the Stockholders granted
to CI an irrevocable proxy to vote all of the Shares beneficially owned by
such Stockholder and any voting securities subsequently issued in exchange
for such Shares or in respect thereof, and to represent such Stockholder in
the same manner and with the same effect as if such Stockholder were
personally present, when any matter, including but not limited to any
proposed merger or other transaction is submitted to the stockholders of
the Company for a vote. Each of the Irrevocable Proxies will terminate on
September 30, 1998.
Each Option and each Irrevocable Proxy was granted by the
stockholders as a condition and inducement to CI's willingness to enter
into the Merger Agreement. Pursuant to the Merger Agreement and subject to
the terms and conditions set forth therein (including approval by the
stockholders of the Company), the Merger Sub will merge with and into the
Company with the Company as the surviving corporation, and each issued and
outstanding share of Company Common Stock will be converted into the right
to receive $43.50. Upon consummation of the Merger, the Company will become
an indirect wholly owned subsidiary of CI. No monetary consideration was
paid by CI or its affiliates to the Stockholders for the Options or the
Irrevocable Proxies.
If CI elects to exercise the Options, it currently anticipates that
the funds necessary to pay the Purchase Price will be financed from
available cash which may come from a combination of cash on hand and the
proceeds from various transactions in commercial paper.
The information in Items 4, 5, and 6 of this Schedule 13D is
incorporated by reference in this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
(a) through (j):
As stated above, the Options and the Irrevocable Proxies were granted
in connection with execution of the Merger Agreement.
As of May 28, 1998, CI, Merger Sub, and the Company executed the
Merger Agreement pursuant to which, among other things, (i) each share of
Company Common Stock (other than those owned directly or indirectly by CI
or by the Company, which shares shall be automatically cancelled and
retired and shall cease to exist) will be converted into the right to
receive $43.50 in cash, without interest, (ii) the separate existence of
Merger Sub will cease, and (iii) the Company shall continue as the
surviving corporation (the "Surviving Corporation") and shall succeed to
and assume all the rights and obligations of the Company in accordance with
applicable law. The Articles of Incorporation, By-Laws, Directors, and
officers of Merger Sub shall become the Articles of Incorporation, By-Laws,
Directors, and officers of the Surviving Corporation.
Consummation of the transactions contemplated by the Merger Agreement
is subject to the satisfaction or waiver of a number of conditions,
including, among other things, (i) the approval of the Merger Agreement by
the shareholders of the Company, (ii) the absence of any injunction or
restraint prohibiting consummation of the Merger, (iii) the termination or
expiration of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (iv)
the receipt of all necessary consents and approvals from all relevant
government entities. As a result of the Merger, the Company Common Stock
will become eligible for termination of registration pursuant to section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Company Common Stock will cease to be quoted and traded on
the over the counter market.
The foregoing summary of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger
Agreement, a copy of which is attached as Exhibit 1 hereto and incorporated
herein by reference in its entirety.
As stated above, in connection with the execution and delivery of the
Merger Agreement, on May 28, 1998, CI, Merger Sub and the Stockholders
entered into the Stockholders Agreement. Pursuant to the Stockholders
Agreement, each Stockholder has agreed, among other things, to irrevocably
appoint certain officers of CI as such Stockholder's attorney and proxy
with respect to any matter (including, but not limited to, any merger or
other transaction) submitted to the stockholders of the Company for a vote.
The foregoing appointment is irrevocable, will remain in effect until
September 30, 1998, and is to be deemed to be coupled with an interest.
Under the Stockholders Agreement, the Stockholders also agreed to
grant CI an irrevocable option to purchase all Shares of the Company Common
Stock owned by each Stockholder at a price per share payable in cash of
$43.50. CI may exercise the Options to purchase the Shares, in whole but
not in part, at any time until September 30, 1998. The obligation of the
Stockholders to sell, transfer and deliver the Shares upon exercise of the
Options is subject to several conditions, including, among other things,
(i) that any waiting period under the HSR Act applicable to the purchase of
the Shares shall have expired or been terminated, and (ii) there shall be
no preliminary or permanent injunction or other order preventing or
restricting the issuance of the Shares. CI shall, with respect to each of
the Shares so purchased, vote in favor of the Merger Agreement. In the
event the Options are exercised, CI will deliver or cause to be delivered a
certified or bank cashier's check payable to the order of each Stockholder
in such amount as equals the Purchase Price times the number of Shares
being purchased from the Stockholder and the Stockholders shall deliver to
or cause to be delivered to CI a certificate or certificates, representing
the number of Shares purchased accompanied by duly executed blank stock
transfer powers.
The Stockholders have further agreed pursuant to the Stockholders
Agreement that, among other things, each Stockholder will not (a) initiate,
solicit or knowingly encourage, or take any other action knowingly to
facilitate any inquiries or the making of any proposal that constitutes or
reasonably may be expected to lead to a "competitive proposal" (as defined
in the Stockholders Agreement), (b) offer, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of the Company Common Stock owned by
such Stockholder, (c) grant any proxy or power of attorney with respect to
the Company Common Stock, or deposit any shares of Company Common Stock
into a voting trust or enter into a voting agreement with respect to such
shares, or (d) take any action that would have the effect of preventing or
disabling such Stockholder from performing that Stockholder's obligations
under the Stockholders Agreement.
The foregoing summary of the Stockholders Agreement does not purport
to be complete and is qualified in its entirety by reference to the
Stockholders Agreement, a copy of which is attached as Exhibit 2 hereto and
incorporated herein by reference in its entirety.
Other than as described above and as otherwise contemplated by the
Merger Agreement or the Stockholders Agreement, neither CEI, CI, DuPont,
DuPont Energy, Rheinbraun, RWE, nor, to the knowledge of CEI, CI, DuPont,
DuPont Energy, Rheinbraun and RWE, respectively, any of the individuals
named in Exhibit A hereto, has any plans or proposals which relate to, or
may result in, any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
The information in Items 3, 5 and 6 of this Schedule 13D is
incorporated by reference in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) - (c):
Pursuant to the Stockholders Agreement, CI may be deemed to have
beneficial ownership (in accordance with rule 13d-3(a) under the Exchange
Act) of 1,741,705 shares, or 50.6%, of the Company Common Stock outstanding
as of May 28, 1998. Upon acquisition of the Shares, CI would share voting
and dispositive power with respect to such shares with CEI, DuPont, DuPont
Energy and Rheinbraun.
Due to the ownership and control relationships among DuPont, Energy,
Rheinbraun, RWE, CEI and CI, each of DuPont, DuPont Energy, CEI, Rheinbraun
and RWE may be deemed to have indirect beneficial ownership (in accordance
with rule 13d-3(a) under the Exchange Act) of 1,741,705 shares, or 50.6% of
the Company Common Stock outstanding as of May 28, 1998. Nothing herein
shall be deemed an admission by CI, CEI, DuPont, DuPont Energy, Rheinbraun
or RWE as to beneficial ownership of any shares of Company Comon Stock.
Except as described herein, neither CI, CEI, DuPont, DuPont Energy,
Rheinbraun or RWE, nor, to the actual knowledge of CI, CEI, DuPont, DuPont
Energy, Rheinbraun or RWE, respectively, any of the individuals named in
Annex A hereto, either beneficially owns any Company Common Stock or has
effected any transaction in the Company Common Stock during the last 60
days.
(d) Except as described herein, neither CEI, CI, DuPont, DuPont
Energy, Rheinbraun, RWE, nor, to the knowledge of CEI, CI, DuPont, DuPont
Energy, Rheinbraun and RWE, respectively, any of the individuals named in
Annex A hereto, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any Company Common
Stock until such time as CI exercises the Options under the Stockholders
Agreement.
The information in Item 3, 4 and 6 is incorporated by reference in
this Item 5.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as provided in the Merger Agreement, the Stockholders
Agreement, or as set forth or incorporated by reference in Item 4 hereof,
neither CEI, CI, DuPont, DuPont Energy, Rheinbraun, RWE, nor, to the
knowledge of CEI, CI, DuPont, DuPont Energy, Rheinbraun and RWE,
respectively, any of the individuals named in Annex A hereto, has any
contracts, arrangements, understandings or relationships (legal or
otherwise), with any person either with respect to any securities of the
Company, including, but not limited to, transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
The information in Item 3, 4, and 5 is incorporated by reference in
this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
1 Agreement and Plan of Merger among CONSOL
Inc., CONSOL Commonwealth Inc., and Rochester
& Pittsburgh Coal Company, dated as of May 28,
1998.
2 Stockholders Agreement, dated as of May 28,
1998, among CONSOL Inc., CONSOL Commonwealth
Inc., and the Stockholders named therein.
3 Joint Filing Agreement, dated as of June 10,
1998, among CONSOL Energy Inc., CONSOL Inc.,
E. I. du Pont de Nemours and Company, DuPont
Energy, Rheinbraun Aktiengesellschaft and RWE
Aktiengesellschaft.
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.
Dated: June 10, 1998
CONSOL INC.
By: /s/ Michael F. Nemser
--------------------------------------
Michael F. Nemser
Senior Vice President - Administration
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.
Dated: June 10, 1998
CONSOL ENERGY INC.
By: /s/ Michael F. Nemser
--------------------------------------
Vice President
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.
Dated: June 10, 1998
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ John Sargent
-------------------------------------
Name: John Sargent
Title: Vice President and Treasurer
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.
Dated: June 10, 1998
DUPONT ENERGY COMPANY
By: /s/ Charles L. Downing
--------------------------------------
Name: Charles L. Downing
Title: Vice President and Treasurer
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.
Dated: July 6, 1998
RHEINBRAUN AKTIENGESELLSCHAFT
By: /s/ D. Henning
--------------------------------------
By: /s/ ppa. Schonewerk
--------------------------------------
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.
Dated: July 16, 1998
RWE AKTIENGESELLSCHAFT
By: /s/ Schwan
--------------------------------------
By: /s/ ppa. Wilde
--------------------------------------
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Agreement and Plan of Merger among CONSOL
Inc., CONSOL Commonwealth Inc., and Rochester
& Pittsburgh Coal Company, dated as of May
28, 1998. *
2 Stockholders Agreement, dated as of May 28,
1998, among CONSOL Inc., CONSOL Commonwealth
Inc., and the Stockholders named therein. *
3 Joint Filing Agreement, dated as of June 10,
1998, among CONSOL Energy Inc. CONSOL Inc.,
E. I. du Pont de Nemours and Company, DuPont
Energy Company, Rheinbraun Aktiengesellschaft
and RWE Aktiengesellschaft.
---------
* Previously filed.
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
CONSOL INC.
Set forth below is the name, current business address, and the
present principal occupation or employment of each director and executive
officer of CONSOL Inc. ("CI"). Unless otherwise indicated, each person
identified below is employed by CI. The principal address of CI and, unless
otherwise indicated below, the current business address for each individual
listed below is Consol Plaza, 1800 Washington Road, Pittsburgh,
Pennsylvania 15241-1421. Each such person is a citizen of the United
States, except for Dr. Dieter Henning, Dr. Peter Kausch, and Dr. Rolf
Zimmermann, who are citizens of the Federal Republic of Germany.
Present Principal
Name and Address Occupation or Employment
- ---------------- ------------------------
Bobby R. Brown Chairman of the Board
Archie W. Dunham Director, Executive Vice of
President DuPont, President and CEO
Conoco Inc. Of Conoco, Inc.
Conoco Center
600 North Dairy Ashford
Houston, TX 77079
J. Brett Harvey Director, President & CEO
Dr. Dieter Henning Director; Management Board
Rheinbraun Aktiengesellschaft Member of Rheinbraun
Stuttgenweg 2
D-50935 Koln 41 (Lindenthal)
Federal Republic of Germany
Dr. Peter Kausch Director; Management Board
Rheinbraun Aktiengesellschaft Member of Rheinbraun
Stuttgenweg 2
D-50935 Koln 41 (Lindenthal)
Federal Republic of Germany
Robert E. McKee, III Director
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
John C. Sargent Director, Vice President and
E. I. du Pont de Nemours and Company Treasurer of DuPont
1007 Market Street
Wilmington, Delaware 19898
Dr. Rolf Zimmermann Director; Management Board
Rheinbraun Aktiengesellschaft Member of Rheinbraun
Stuttgenweg 2
D-50935 Koln 41 (Lindenthal)
Federal Republic of Germany
Michael F. Nemser Senior Vice President
Ronald E. Smith Executive Vice President
Ronald J. FlorJancic Executive Vice President
C. Wesley McDonald Executive Vice President
DIRECTORS AND EXECUTIVE OFFICERS OF
CONSOL ENERGY INC.
Set forth below is the name, current business address, and the
present principal occupation or employment of each director and executive
officer of CONSOL Energy Inc. ("CEI"). Unless otherwise indicated, each
person identified below is employed by CEI. The principal address of CEI
and, unless otherwise indicated below, the current business address for
each individual listed below is Consol Plaza, 1800 Washington Road,
Pittsburgh, Pennsylvania 15241-1421. Each such person is a citizen of the
United States, except for Dr. Dieter Henning, Dr. Peter Kausch, and Dr.
Rolf Zimmermann, who are citizens of the Federal Republic of Germany.
Present Principal
Name and Address Occupation or Employment
- ---------------- ------------------------
Bobby R. Brown Chairman of the Board
Archie W. Dunham Director; Executive Vice President
Conoco Inc. of DuPont; President and CEO of
Conoco Center Conoco, Inc.
600 North Dairy Ashford
Houston, TX 77079
J. Brett Harvey Director, President & CEO
Dr. Dieter Henning Director; Management Board Member
Rheinbraun Aktiengesellschaft of Rheinbraun
Stuttgenweg 2
D-50935 Koln 41 (Lindenthal)
Federal Republic of Germany
Dr. Peter Kausch Director; Management Board Member
Rheinbraun Aktiengesellschaft of Rheinbraun
Stuttgenweg 2
D-50935 Koln 41 (Lindenthal)
Federal Republic of Germany
Robert E. McKee, III Director
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
John C. Sargent Director; Vice President and
E. I. du Pont de Nemours and Company Treasurer of DuPont
1007 Market Street
Wilmington, Delaware 19898
Dr. Rolf Zimmermann Director; Management Board
Rheinbraun Aktiengesellschaft Member of Rheinbraun
Stuttgenweg 2
D-50935 Koln 41 (Lindenthal)
Federal Republic of Germany
Michael F. Nemser Vice President-Treasurer
William Lyons Vice President-Controller
Daniel Fassio Secretary
DIRECTORS AND EXECUTIVE OFFICERS OF
E. I. DU PONT DE NEMOURS AND COMPANY
Set forth below is the name, current business address, and the
present principal occupation or employment of each director and executive
officer of DuPont. Unless otherwise indicated, each person identified below
is employed by DuPont. The principal address of DuPont and, unless
otherwise indicated below, the current business address for each individual
listed below is 1007 Market Street, Wilmington, Delaware 19898. With the
exception of Percy N. Barnevik, who is a Swedish citizen, and Goro
Watanabe, who is a Japanese citizen, each such person is a citizen of the
United States.
Present Principal
Name and Address Occupation or Employment
- ---------------- ------------------------
Percy N. Barnevik Director, Chairman - ABB
ABB Asea Brown Boveri Ltd. Asea Brown Boveri Ltd.
P.O. Box 8131
CH-8050 Zurich, Switzerland
Curtis J. Crawford Director, President and CEO
- Zilog, Inc.
Louisa C. Duemling Director
c/o John Thayer
1100 DuPont Building
1007 Market Street
Wilmington, DE 19898
Archie W. Dunham Director; Executive Vice
Conoco Inc. President of DuPont;
PE 3034 President and CEO of Conoco Inc.
600 North Dairy Ashford
Houston, TX 77079
Edward B. du Pont Director
Charles O. Holliday, Jr. Director; President and CEO
Lois D. Juliber Director; Executive Vice
Colgate-Palmolive Co. President and Chief of
300 Park Avenue Operations, Developed
New York, NY 10022 Markets, Colgate-Palmolive Co.
John A. Krol Chairman of the Board
William K. Reilly Director, President and CEO
- Aqua International Partners L.P.
H. Rodney Sharp, III Director
PO Box 3779
Greenville, DE 19807
Charles M. Vest Director, President - Massachusetts
Institute of Technology
Goro Watanabe Director; Executive Vice
President and Representative
Director Mitsui & Co., Ltd.
Edgar S. Woolard, Jr. Director
Kurt M. Landgraf Executive Vice President
Joseph A. Miller, Jr. Senior Vice President
Stacey J. Mobley Senior Vice President
Gary M. Pfeiffer Senior Vice President
DuPont Finance
Howard J. Rudge Senior Vice President and
General Counsel
DIRECTORS AND EXECUTIVE OFFICERS OF
DUPONT ENERGY COMPANY
Set forth below is the name, current business address, and the
present position of each director and executive officer of DuPont Energy
Company. The principal address of DuPont Energy Company and, unless
otherwise indicated below, the current business address for each individual
listed below is 1007 Market Street, Wilmington, Delaware 19898. Each such
person is a citizen of the United States.
Present Position
Name and Address with DuPont Energy Company
- ---------------- --------------------------
Susan M. Stalnecker Director - President
A. Lloyd Adams Director - Vice President
Charles Downing Director - Vice President and
Treasurer
DIRECTORS AND EXECUTIVE OFFICERS OF
RHEINBRAUN AKTIENGESELLSCHAFT
Set forth below is the name, current business address, and the
present principal occupation or employment of each Executive Board member
of Rheinbraun Aktiengesellschaft ("Rheinbraun"). Unless otherwise
indicated, each person identified below is employed by Rheinbraun. The
principal address of Rheinbraun and, unless otherwise indicated below, the
current business address for each individual listed below is Stuttgenweg 2,
D-50935 Koln, Federal Republic of Germany. Each such person is a citizen of
the Federal Republic of Germany.
Present Principal
Name and Address Occupation or Employment
- ---------------- ------------------------
EXECUTIVE BOARD MEMBERS
Berthold Bonekamp
Dietrich Bocker
Bernd Jobst Breloer
Dieter Henning Also Chairman and member of the
Executive Board of RWE AG
Jan Zilius Also member of the Executive Board
of RWE AG until June 30, 1998
Ulrich Weber
since July 1, 1998
DIRECTORS AND EXECUTIVE OFFICERS OF
RWE AKTIENGESELLSCHAFT
Set forth below is the name, current business address, and the
present principal occupation or employment of each Executive Board member
of RWE Aktiengesellschaft ("RWE"). Unless otherwise indicated, each person
identified below is employed by RWE. The principal address of RWE and,
unless otherwise indicated below, the current business address for each
individual listed below is Opernplatz 1, D- 45128 Essen, Federal Republic
of Germany. Each such person is a citizen of the Federal Republic of
Germany.
Present Principal
Name and Address Occupation or Employment
- ---------------- ------------------------
EXECUTIVE BOARD MEMBERS
Dietmar Kuhnt Chairman of the Executive Board
of RWE AG
Peter Keitel Also Chairman of the Executive
Board of HOCHTIEF AG
Dieter Henning Also Chairman of the Executive
Board of Rheinbraun AG
Roland Famung Also Chairman of the Executive
Board of RWE Energie AG
Clemens Borsig
Dieter Drager Also Chairman of the Executive
Board of RWE DEA AG
Thomas Geitner Also Chairman of the Executive
Board of Lahmeyer AG and Chairman
of the Board of Directors of
o.tel.o communications
Geschaftsfurungs GmbH
Richard R. Klein Also Chairman of the Executive
Board of RWE Entsorgung AG
Rudolf Schwan
Jan Zilius Also Member of the Executive Board
of Rheinbraun AG
EXHIBIT 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with
each other of this statement on Schedule 13D and to all amendments to such
Schedule 13D and that such statement on Schedule 13D and all amendments to
such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
this 10th day of June, 1998.
CONSOL ENERGY INC.
By: /s/ Michael F. Nemser
-------------------------------------
CONSOL INC.
By: /s/Michael F. Nemser
-------------------------------------
Michael F. Nemser
Senior Vice President - Administration
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/John Sargent
-------------------------------------
Vice President and Treasurer
DUPONT ENERGY COMPANY
By: /s/ Charles L. Downing
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RHEINBRAUN AKTIENGESELLSCHAFT
By: /s/ D. Henning
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By: /s/ ppa. Schonewerk
------------------------------------
RWE AKTIENGESELLSCHAFT
By: /s/ Schwan
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By: /s/ ppa. Wilde
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