-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VVXmMgQ9sDxjA6DKET+nfp/WlYrMJAX1W33QQzbV2k8g+veZpVdysLWt9JJ0fM/a Ih3r43PRp32RN2irnUHY+A== 0000007694-97-000117.txt : 19970710 0000007694-97-000117.hdr.sgml : 19970710 ACCESSION NUMBER: 0000007694-97-000117 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970709 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH MINERAL CORP CENTRAL INDEX KEY: 0001037676 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 430921172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51233 FILM NUMBER: 97638317 BUSINESS ADDRESS: STREET 1: CITYPLACE ONE SUITE 300 CITY: CREVE COEUR STATE: MO ZIP: 63141 BUSINESS PHONE: 3149942700 MAIL ADDRESS: STREET 1: CITYPLACE ONE SUITE 300 CITY: CREVE COEUR STATE: MO ZIP: 63141 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHLAND INC CENTRAL INDEX KEY: 0000007694 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 610122250 STATE OF INCORPORATION: KY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 ASHLAND DRIVE CITY: RUSSELL STATE: KY ZIP: 41169 BUSINESS PHONE: 6063293333 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: ASHLAND STATE: KY ZIP: 41101 FORMER COMPANY: FORMER CONFORMED NAME: ASHLAND OIL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ASHLAND OIL & REFINING CO DATE OF NAME CHANGE: 19700806 SC 13D 1 SCHEDULE 13D ARCH COAL, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Arch Coal, Inc. (Name of issuer) Common Stock (Title of class of securities) 039380100 (CUSIP number) Thomas L. Feazell Senior Vice President, General Counsel and Secretary Ashland Inc. 1000 Ashland Drive Russell, KY 41169 (606) 329-3333 (Name, address and telephone number of person authorized to receive notices and communications) July 1, 1997 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ____. Page 1 of 6 pages CUSIP No. 043906 10 6 13D 1 NAME OF REPORTING PERSONS Ashland Inc. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 61-0122250 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky NUMBER OF 7 SOLE VOTING POWER SHARES 21,382,387 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 21,382,387 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,382,387 shares of common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.0% of the shares of common stock 14 TYPE OF REPORTING PERSON CO Page 3 of 6 pages Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Item 1. Security and Issuer Ashland Inc. ("Ashland") currently owns 21,382,387 shares of common stock ("common stock"), par value $.01 per share, of Arch Coal, Inc. ("Arch Coal"). Arch Coal is a Delaware corporation with its principal executive offices located at City Place One, Suite 300, Creve Coeur, Missouri 63141. Item 2. Identity and Background (a), (b) and (c) Ashland is a Kentucky corporation with its principal executive offices located at 1000 Ashland Drive, Russell, KY 41169. Ashland is a large U.S. independent refiner and independent crude oil gatherer and marketer; a regional retail marketer of gasoline and merchandise; and a motor oil and automotive chemical marketer in the U.S. and other countries. In addition, Ashland is a large distributor of chemicals and plastics in North America; a supplier of specialty chemicals worldwide; a large U.S. highway contractor; and a producer of crude oil. The executive officers and directors of Ashland and their principal occupations are shown on the attached Schedule I. The business address of each executive officer is shown on Schedule I. Each director's business address is Ashland Inc., c/o Office of the Secretary, 1000 Ashland Drive, Russell, KY 41169. (d-e) During the last five years, neither Ashland nor any of the persons listed in Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Each executive officer and director is a U.S. citizen. Page 4 of 6 Item 3. Source and Amount of Funds or Other Consideration Not applicable - See item 4. Item 4. Purpose of Transaction This filing is being made due to the merger of Ashland Coal, Inc. and a wholly-owned subsidiary of Arch Mineral Corporation pursuant to which Ashland converted 150 shares of Class B preferred stock of Ashland Coal, Inc. to 3,075,000 shares of Arch Coal common stock, converted 6,923,000 shares of common stock of Ashland Coal, Inc. to 6,923,000 shares of Arch Coal common stock, and converted 648,307 shares of common stock of Ashland Coal, Inc. held in the Ashland Coal, Inc. Dividend Reinvestment Plan to 648,307 shares of Arch Coal common stock held in the Arch Coal DRIP. In addition, Ashland Inc. owns 10,736,080 shares of Arch Coal common stock resulting from the 338.0857-for-one split of the common stock of Arch Mineral Corporation effected on April 4, 1997. Ashland, as a shareholder of Arch Coal has no plans or proposals which relate to or would result in: (a) except as noted below, the acquisition by any person of additional securities of Arch Coal, or the disposition of securities of Arch Coal; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Arch Coal or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Arch Coal or any of its subsidiaries; (d) any change in the present board of directors or management of Arch Coal, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Arch Coal; (f) any other material change in Arch Coal's business or corporate structure; (g) changes in Arch Coal's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Arch Coal by any person; (h) causing a class of securities of Arch Coal to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Arch Coal becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any Page 5 of 6 action similar to any of those enumerated above. However, Ashland currently anticipates that it will continue to acquire shares of Arch Coal common stock through the Arch Coal DRIP. Item 5. Interest in Securities of the Issuer I. Ashland (a) Ashland presently owns 21,382,387 shares of Arch Coal common stock which represents approximately 54.0% of the total issued and outstanding stock of Arch Coal. (b) Ashland has sole voting power and the sole power to dispose or to direct the disposition of any shares of the common stock of Arch Coal. (c) Neither Ashland nor any of the persons listed in Item 2 hereof has effected any transaction relating to Arch Coal common stock within the last 60 days except as noted above. (d) Not applicable. (e) Not applicable. II. Executive Officers and Directors of Ashland The beneficial ownership of the common stock of Arch Coal of certain executive officers and directors of Ashland Inc. is listed on Schedule II. If not listed on Schedule II, the executive officer or director does not beneficially own Arch Coal common stock. Page 6 of 6 Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer None Item 7. Material to be Filed as Exhibits None 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. July 9, 1997 ------------------------------- (Date) /s/ Thomas L. Feaezll -------------------------------- Thomas L. Feazell Senior Vice President, General Counsel and Secretary Schedule I DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND INC. PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES DIRECTORS PRINCIPAL OCCUPATION* Jack S. Blanton Chairman of the Board of Houston Endowment, Inc. and President of Eddy Refining Company, Houston, Texas Thomas E. Bolger Chairman of the Executive Committee of the Board of Bell Atlantic Corporation, Philadelphia, Pennsylvania Samuel C. Butler Partner of Cravath, Swaine & Moore, Attorneys, New York, New York Frank C. Carlucci Chairman of the Board of the Carlyle Group, Washington, D.C. Paul W. Chellgren Chairman of the Board and Chief Executive Officer of Ashland Inc., Ashland, Kentucky James B. Farley Retired Chairman and Current Trustee of Mutual of New York, New York Ralph E. Gomory President of the Alfred P. Sloan Foundation, New York, New York Mannie L. Jackson Majority owner and Chairman of the Harlem Globetrotters, International Patrick F. Noonan Chairman of the Board of The Conservation Fund, Arlington, Virginia Jane C. Pfeiffer Management Consultant, Greenwich, Connecticut Michael D. Rose Chairman of the Board of Promus Hotel Corporation, Memphis, Tennessee William L. Rouse, Jr. Investments, Naples, Florida Dr. Robert B. Stobaugh Professor, Emeritus Harvard Business School, Boston, Massachusetts * For business addresses, see Item 2.
EXECUTIVE OFFICERS OFFICE ADDRESS TITLES - ------------------ ---------------- -------------------- Paul W. Chellgren P. O. Box 391 Chairman of the Board and Ashland, KY 41114 Chief Executive Officer John A. Brothers P. O. Box 391 Executive Vice President and Ashland, KY 41114 Group Operating Officer James R. Boyd P. O. Box 391 Senior Vice President and Ashland, KY 41114 Group Operating Officer J. Marvin Quin P. O. Box 391 Senior Vice President and Ashland, KY 41114 Chief Financial Officer Thomas L. Feazell P. O. Box 391 Senior Vice President, Ashland, KY 41114 General Counsel and Secretary Robert E. Yancey, Jr. P. O. Box 391 Senior Vice President and Ashland, KY 41114 Group Operating Officer; President, Ashland Petroleum Company Harry M. Zachem P. O. Box 391 Senior Vice President, Ashland, KY 41114 External Affairs David J. D'Antoni P. O. Box 2219 Senior Vice President; Columbus, OH 43216 President, Ashland Chemical Company John F. Pettus P. O. Box 14000 Senior Vice President; Lexington, KY 40512 President, SuperAmerica Group Charles F. Potts 900 Ashwood Parkway Senior Vice President; Suite 700 President, APAC, Inc. Atlanta, GA 30338-4780 James J. O'Brien P. O. Box 14000 Senior Vice President; Lexington, KY 40512 President, The Valvoline Company John W. Dansby P. O. Box 391 Administrative Vice Ashland, KY 41114 President; Treasurer Kenneth L. Aulen P. O. Box 391 Administrative Vice Ashland, KY 41114 President; Controller Philip W. Block P. O. Box 391 Administrative Vice Ashland, KY 41114 President Fred E. Lutzeier P. O. Box 391 Auditor Ashland, KY 41114 William R. Sawran P.O. Box 14000 Vice President; Chief Lexington, KY 40512 Information Officer; President, Ashland Services Company
SCHEDULE II EXECUTIVE OFFICER SHARES - ----------------- ------ Kenneth L. Aulen 400 Shares - Joint with Wife James R. Boyd 1,000 Shares - Direct John A. Brothers 3,000 Shares - Direct 187 Shares - Held in the Arch Coal Dividend Reinvestment Plan ("DRIP") Paul W. Chellgren 4,000 Shares - Direct 289 Shares - Direct - DRIP 500 Shares - Indirect - Son 36 Shares - Indirect - Son - DRIP 500 Shares - Indirect - Daughter 36 Shares - Indirect - Daughter - DRIP Thomas L. Feazell 500 Shares - Direct 173 Shares - DRIP J. Marvin Quin 500 Shares - Direct Robert E. Yancey, Jr. 1,000 Shares - Direct Harry M. Zachem 200 Shares - Direct -----END PRIVACY-ENHANCED MESSAGE-----