sc13dza

0000950123-09-032818.txt : 20090810 0000950123-09-032818.hdr.sgml : 20090810 20090810153632 ACCESSION NUMBER: 0000950123-09-032818 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090810 DATE AS OF CHANGE: 20090810 GROUP MEMBERS: CENTAURUS ADVISORS LLC GROUP MEMBERS: CENTAURUS ENERGY LP GROUP MEMBERS: CENTAURUS ENERGY MASTER FUND LP GROUP MEMBERS: CENTAURUS ENERGY PARTNERS LP GROUP MEMBERS: CENTAURUS ENERGY QP LP GROUP MEMBERS: JOHN D ARNOLD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COAL CORP CENTRAL INDEX KEY: 0001089575 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 650601272 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79069 FILM NUMBER: 09999583 BUSINESS ADDRESS: STREET 1: 8915 GEORGE WILLIAMS ROAD CITY: KNOXVILLE STATE: TN ZIP: 37923 BUSINESS PHONE: 8656906900 MAIL ADDRESS: STREET 1: 8915 GEORGE WILLIAMS ROAD CITY: KNOXVILLE STATE: TN ZIP: 37923 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19990625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centaurus Energy Master Fund, LP CENTRAL INDEX KEY: 0001417237 IRS NUMBER: 810574236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3050 POST OAK BOULEVARD, SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (832) 615-8650 MAIL ADDRESS: STREET 1: 3050 POST OAK BOULEVARD, SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D/A 1 h67698a7sc13dza.htm AMENDMENT NO.7 TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

National Coal Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

632381-20-8

(CUSIP Number)

Jeff Brattain
Centaurus Energy Master Fund, LP
3050 Post Oak Blvd., Suite 850
Houston,Texas 77056
Tel. No.: (832) 615-8653

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 6, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* 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 (“Act”) 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.		632381-20-8		Page		2		of		13	Pages


1	NAMES OF REPORTING PERSONS Centaurus Energy Master Fund, LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Inapplicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,311,927

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			2,311,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,311,927

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		632381-20-8		Page		3		of		13	Pages


1	NAMES OF REPORTING PERSONS Centaurus Energy, LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Inapplicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,311,927

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			2,311,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,311,927

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		632381-20-8		Page		4		of		13	Pages


1	NAMES OF REPORTING PERSONS Centaurus Energy QP, LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Inapplicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,311,927

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			2,311,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,311,927

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		632381-20-8		Page		5		of		13	Pages


1	NAMES OF REPORTING PERSONS Centaurus Energy Partners, LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Inapplicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,311,927

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			2,311,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,311,927

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		632381-20-8		Page		6		of		13	Pages


1	NAMES OF REPORTING PERSONS Centaurus Advisors, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Inapplicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,311,927

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			2,311,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,311,927

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		632381-20-8		Page		7		of		13	Pages


1	NAMES OF REPORTING PERSONS John D. Arnold


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Inapplicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,311,927

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			2,311,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,311,927

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 8 of 13 Pages

AMENDMENT NO. 7 TO SCHEDULE 13D

This Amendment No. 7 to Schedule 13D is being filed by: Centaurus Energy Master Fund LP (the “Fund”); Centaurus Energy, LP (“CE LP”), as a general partner of the Fund; Centaurus Energy QP, LP (“CE QP LP”), as a general partner of the Fund; Centaurus Energy Partners, LP (“CEP”), as the general partner of each of CE LP and CE QP LP; Centaurus Advisors, LLC, as the general partner of CEP (“Centaurus Advisors”); and John D. Arnold, as the sole and managing member of Centaurus Advisors, in each case relating to National Coal Corp., a Florida corporation (the “Issuer”). This Amendment modifies the original Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2008, as amended by Amendment No. 1 filed with the SEC on September 11, 2008, Amendment No. 2 filed with the SEC on September 18, 2008, Amendment No. 3 filed with the SEC on October 14, 2008, Amendment No. 4 filed with the SEC on November 4, 2008, Amendment No. 5 filed with the SEC on November 13, 2008 and Amendment No. 6 filed with the SEC on July 23, 2009 (as so amended, the “13D”).

Item 5. Interest in Securities of the Issuer

Item 5 of the 13D is amended by adding the following:

(a) After settlement of the trades listed below, the Fund directly owns, and the other Reporting Persons beneficially own, 2,311,927 shares of common stock of the Issuer, which shares represent approximately 6.8% of the Issuer’s outstanding shares of common stock, based on 34,184,824 shares of common stock issued and outstanding as of May 1, 2009 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 11, 2009.

(b) After settlement of the trades listed below, the Fund directly owns 2,311,927 shares of common stock of the Issuer.

(c) The Fund has engaged in the following open market sales of shares of common stock of the Issuer since Amendment No. 6 to the 13D:


Quantity	Trade Date	Average Price
26,458	July 27, 2009	$	1.008
1,775	July 28, 2009	$	1.07
45,019	July 29, 2009	$	0.931
13,700	July 30, 2009	$	0.971
43,316	July 31, 2009	$	0.961
19,918	August 3, 2009	$	0.914
237,552*	August 6, 2009	$	1.059
509,830*	August 7, 2009	$	0.927


*		Trade has not yet settled.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the 13D is amended by adding the following:

The information provided in Item 5(c) above is hereby incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits


Exhibit 99.1		Joint Filing Statement (filed herewith).

Page 9 of 13 Pages

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 10, 2009


CENTAURUS ENERGY MASTER FUND, LP
By:	Centaurus Energy, LP, General Partner
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

By:	Centaurus Energy QP, LP, General Partner
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

CENTAURUS ENERGY L.P.
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

CENTAURUS ENERGY QP, L.P.
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

Page 10 of 13 Pages


CENTAURUS ENERGY PARTNERS, LP
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

CENTAURUS ADVISORS, LLC
By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

JOHN D. ARNOLD, individually and in each of the respective capacities set forth above
/s/ John D. Arnold

Page 11 of 13 Pages

EXHIBIT INDEX


Exhibit 99.1		Joint Filing Statement (filed herewith).

EX-99.1 2 h67698a7exv99w1.htm EX-99.1 exv99w1

Page 12 of 13 Pages

Exhibit 99.1

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13D/A is, and any further amendments to the underlying Schedule 13D that are signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to the statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

The undersigned further agree that each party hereto is responsible for the timely filing of amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

Dated: August 10, 2009


CENTAURUS ENERGY MASTER FUND, LP
By:	Centaurus Energy, LP, General Partner
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

By:	Centaurus Energy QP, LP, General Partner
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

CENTAURUS ENERGY L.P.
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

Page 13 of 13 Pages


CENTAURUS ENERGY QP, L.P.
By:	Centaurus Energy Partners, LP, General Partner
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

CENTAURUS ENERGY PARTNERS, LP
By:	Centaurus Advisors, LLC, General Partner

By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

CENTAURUS ADVISORS, LLC
By:	*[see signature below]
	Name:	John D. Arnold
	Title:	Manager

JOHN D. ARNOLD, individually and in each of the respective capacities set forth above
/s/ John D. Arnold