-----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, Ia1+nv1301N0AqqTX8ODwtGgVW2vHIgQyCjRty6rovB4QkG6Q2NZR14WmbX1L9T4 hgLzpybIBfwK/J6m+2Z/NA== 0000919574-05-004025.txt : 20051122 0000919574-05-004025.hdr.sgml : 20051122 20051122152452 ACCESSION NUMBER: 0000919574-05-004025 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: International Coal Group, Inc. CENTRAL INDEX KEY: 0001320934 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 202641185 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81154 FILM NUMBER: 051221211 BUSINESS ADDRESS: STREET 1: 2000 ASHLAND DRIVE CITY: ASHLAND STATE: KY ZIP: 41101 BUSINESS PHONE: 609-920-7400 MAIL ADDRESS: STREET 1: 2000 ASHLAND DRIVE CITY: ASHLAND STATE: KY ZIP: 41101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONTRARIAN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001050417 IRS NUMBER: 931183419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVE STREET 2: STE 225 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038628201 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVE STREET 2: STE 225 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 d620376_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )(1) International Coal Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 45928H106 - -------------------------------------------------------------------------------- (CUSIP Number) Jon R. Bauer c/o Contrarian Capital Management, L.L.C. 411 West Putnam Avenue Suite 225 Greenwich, Connecticut 06830 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 18, 2005 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 45928H106 --------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Contrarian Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC, AF 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 10,822,865 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 10,822,865 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,822,865 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.34% 14. TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 45928H106 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is International Coal Group, Inc. (the "Issuer"). The address of the Issuer's offices is 2000 Ashland Drive, Ashland, Kentucky, 41101. This schedule 13D relates to the Issuer's Common Stock, par value $0.01 per share (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background This statement is being filed on behalf of Contrarian Capital Management, L.L.C., the "Reporting Person". The Reporting Person, a registered investment adviser engaged in the management of institutional client accounts, serves as investment manager to and has voting and investment discretion over certain investment vehicles and managed accounts. The address of the Reporting Person is 411 West Putnam Avenue, Suite 225, Greenwich, CT 06830. The Managing Member of the Reporting Person is Jon R. Bauer (the "Managing Member"). Neither the Reporting Persons nor the Managing Member has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither the Reporting Person nor the Managing Member has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. The Managing Member is a citizen of the United States of America. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Reporting Person may be deemed to beneficially own 10,822,865 Shares. The funds for the purchase of the Shares beneficially owned by the Reporting Person came from the Reporting Person's client funds. The total cost for the Shares beneficially owned by the Reporting Person is $23,605,533.01. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Person acquired their Shares of the Issuer for investment purposes. The Reporting Person has no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The Reporting Person, however, reserves the right, at a later date, to effect one or more of such changes or transactions in the number of shares they may be deemed to beneficially own. Jon R. Bauer, the Managing Member, serves on the Issuer's Board of Directors. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 10,822,865 Shares, constituting 7.34% of the Shares of the Issuer, based upon the 147,303,991 Shares outstanding as of November 18, 2005, according to the Issuer's prospectus filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended. The Reporting Person has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,822,865 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,822,865 Shares. No transactions in the Shares have been made during the past 60 days. The Shares to which this filing relates were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- 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. November 22, 2005 ---------------------------------------- (Date) CONTRARIAN CAPITAL MANAGEMENT, L.L.C. /s/ Jon R. Bauer ---------------------------------------- (Signature) Jon R. Bauer, Managing Member ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). 01385.0001 #620376 -----END PRIVACY-ENHANCED MESSAGE-----