8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2000 ------------------------------ P&L COAL HOLDINGS CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-59073 13-4004153 ------------------------------- --------------------- -------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 701 Market Street, St. Louis, Missouri 63101 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 342-3400 ---------------------------- N/A -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 2. Acquisition or Disposition of Assets. On December 26, 2000, P&L Coal Holdings Corporation (the "Company") signed a share purchase agreement for the transfer of the stock in two U.K. holding companies which, in turn, own the Company's Australian subsidiaries to Coal & Allied Industries Limited ("Coal & Allied"), a 71%-owned subsidiary of Rio Tinto. The Company's Australian subsidiaries are comprised of interests in six coal mines, as well as Mining Services in Brisbane, Australia. The coal mines are Bengalla, Warkworth, Ravensworth, Ravensworth East and Narama in New South Wales, and Moura in Queensland, Australia. The sale price is approximately $455 million in cash, subject to post-closing adjustments. The Company anticipates the sale will close in January 2001. Under the terms of the agreement, Coal & Allied will obtain ownership of all assets and assume all liabilities of the Company's Australian subsidiaries. The sale price was determined based on arms length negotiations between the parties. The Company intends to use $400 million of the proceeds from the sale to repay a portion of its Senior Credit Facility. The remaining net proceeds will be used for future capital expenditures or investments. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Unaudited Pro Forma Condensed Financial Information of P&L Coal Holdings Corporation for the year ended March 31, 2000, for the six months ended and as of September 30, 2000, and the notes thereto. (c) Exhibits 2.1 Share Purchase Agreement, dated as of December 26, 2000, between P&L Coal Holdings Corporation, Gold Fields Mining Corporation and Coal & Allied Industries Limited UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION On December 26, 2000, the Company signed a share purchase agreement for the transfer of the stock in two U.K. holding companies which, in turn, own the Company's Australian subsidiaries to Coal & Allied Industries Limited, a 71%-owned subsidiary of Rio Tinto. The sale price is approximately $455 million in cash, subject to post-closing adjustments. The following Unaudited Pro Forma Condensed Financial Statements are based on the historical presentation of the consolidated financial statements of P&L Coal Holdings Corporation. The Unaudited Pro Forma Condensed Statements of Operations for the year ended March 31, 2000 and the six months ended September 30, 2000 give effect to the sale of the Company's Australian subsidiaries ("Peabody Resources Limited") as if it had occurred on April 1, 1999. However, the gain on the sale of Peabody Resources Limited has not been included in the statements of operations for the periods presented. The Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2000 gives effect to the sale of Peabody Resources Limited as if it had occurred on September 30, 2000. The Unaudited Pro Forma Condensed Financial Statements do not purport to be indicative of the results that actually would have been obtained during the periods presented and they are not necessarily indicative of operating results to be expected in future periods. The Unaudited Pro Forma Condensed Financial Statements and notes thereto should be read in conjunction with the audited historical consolidated financial statements and notes thereto of the Company. For additional information, the reader may wish to refer to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000, and the Quarterly Report on Form 10-Q for the period ended September 30, 2000. P&L COAL HOLDINGS CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 2000 (In thousands) Peabody Resources Pro Forma Historical Limited Adjustments Pro Forma ---------------- ------------------ --------------- ---------------- REVENUES Sales $ 2,610,991 $ (214,786) $ - $ 2,396,205 Other revenues 99,509 (29,561) - 69,948 ---------------- ------------------ --------------- ---------------- Total revenues 2,710,500 (244,347) - 2,466,153 COSTS AND EXPENSES Operating costs and expenses 2,178,664 (157,685) - 2,020,979 Depreciation, depletion and amortization 249,782 (33,455) - 216,327 Selling and administrative expenses 95,256 (4,784) - 90,472 Net gain on property and equipment disposals (6,439) (68) - (6,507) ---------------- ------------------ --------------- ---------------- OPERATING PROFIT 193,237 (48,355) - 144,882 Interest expense 205,056 (6,828) (30,625) 167,603 Interest income (4,421) 625 - (3,796) ---------------- ------------------ --------------- ---------------- LOSS BEFORE INCOME TAXES AND MINORITY INTERESTS (7,398) (42,152) 30,625 (18,925) Income tax benefit (141,522) (12,187) 7,656 (146,053) Minority interests 15,554 - - 15,554 ---------------- ------------------ --------------- ---------------- INCOME FROM CONTINUING OPERATIONS $ 118,570 $ (29,965) $ 22,969 $ 111,574 ================ ================== =============== ================
See accompanying notes to unaudited pro forma condensed financial statements. P&L COAL HOLDINGS CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS SIX MONTHS ENDED SEPTEMBER 30, 2000 (In thousands) Peabody Resources Pro Forma Historical Limited Adjustments Pro Forma ---------------- ------------------ --------------- ---------------- REVENUES Sales $ 1,312,817 $ (116,857) $ - $ 1,195,960 Other revenues 37,795 (25,170) - 12,625 ---------------- ------------------ --------------- ---------------- Total revenues 1,350,612 (142,027) - 1,208,585 COSTS AND EXPENSES Operating costs and expenses 1,108,963 (100,370) - 1,008,593 Depreciation, depletion and amortization 121,276 (15,970) - 105,306 Selling and administrative expenses 43,429 (684) - 42,745 Net gain on property and equipment disposals (3,373) 473 - (2,900) ---------------- ------------------ --------------- ---------------- OPERATING PROFIT 80,317 (25,476) - 54,841 Interest expense 102,926 (3,799) (16,550) 82,577 Interest income (5,754) 241 - (5,513) ---------------- ------------------ --------------- ---------------- LOSS BEFORE INCOME TAXES AND MINORITY INTERESTS (16,855) (21,918) 16,550 (22,223) Income tax benefit (777) (8,929) 4,138 (5,568) Minority interests 3,625 - - 3,625 ---------------- ------------------ --------------- ---------------- LOSS FROM CONTINUING OPERATIONS $ (19,703) $ (12,989) $ 12,412 $ (20,280) ================ ================== =============== ================
See accompanying notes to unaudited pro forma condensed financial statements. P&L COAL HOLDINGS CORPORATION UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF SEPTEMBER 30, 2000 (In thousands) Peabody Resources Pro Forma Historical Limited Adjustments Pro Forma ---------------- ------------------ --------------- ---------------- ASSETS Current assets Cash and cash equivalents $ 55,434 $ (7,158) $ 40,000 $ 88,276 Accounts receivable, net 151,756 (22,219) - 129,537 Materials and supplies 48,737 (5,398) - 43,339 Coal inventory 174,150 (28,823) - 145,327 Assets from coal and emission allowance trading activities 131,481 - - 131,481 Deferred income taxes 49,869 - - 49,869 Other current assets 41,101 (22,279) - 18,822 ---------------- ------------------ --------------- ---------------- Total current assets 652,528 (85,877) 40,000 606,651 Property, plant, equipment and mine development, net 4,718,339 (391,682) - 4,326,657 Net assets of discontinued operations 15,510 - - 15,510 Investments and other assets 277,216 (7,326) (11,000) 258,890 ---------------- ------------------ --------------- ---------------- Total assets $ 5,663,593 $ (484,885) $ 29,000 $ 5,207,708 ================ ================== =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt $ 58,637 $ (13,606) $ - $ 45,031 Payable to affiliates - 376 - 376 Income taxes payable 8,837 (8,343) - 494 Liabilities from coal and emission allowance trading activities 129,059 - - 129,059 Accounts payable and accrued expenses 546,604 (64,301) - 482,303 ---------------- ------------------ --------------- ---------------- Total current liabilities 743,137 (85,874) - 657,263 Long-term debt, less current maturities 1,904,360 (99,760) (400,000) 1,404,600 Deferred income taxes 613,146 (50,273) - 562,873 Accrued reclamation and other environmental liabilities 477,129 (24,579) - 452,550 Workers' compensation obligations 212,605 - - 212,605 Accrued postretirement benefit costs 979,388 - - 979,388 Obligation to industry fund 64,458 - - 64,458 Other noncurrent liabilities 160,808 (8,087) - 152,721 ---------------- ------------------ --------------- ---------------- Total liabilities 5,155,031 (268,573) (400,000) 4,486,458 Minority interests 41,986 - - 41,986 Investment in Peabody Resources Limited - (216,312) 216,312 - Stockholders' equity 466,576 - 212,688 679,264 ---------------- ------------------ --------------- ---------------- Total liabilities and stockholders' equity $ 5,663,593 $ (484,885) $ 29,000 $ 5,207,708 ================ ================== =============== ================
P&L COAL HOLDINGS CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS [FN] Represents the elimination of the historical accounts of Peabody Resources Limited for each of the periods presented. Represents the elimination of interest expense for the period, assuming $400 million of the sale proceeds are utilized to repay debt. The interest expense adjustment was calculated using the average interest rate on the Senior Credit Facility during the periods presented. The statements of operations do not include interest earned on the cash proceeds in excess of debt repayment of $40 million, which would have been approximately $2.1 million for year ended March 31, 2000, and $1.3 million for the six months ended September 30, 2000. Adjusts income tax expense by applying the pro forma tax rate to the pro forma adjustments. Represents the estimated net proceeds from the sale of Peabody Resources Limited, after the repayment of $400 million of long-term debt and the payment of $15 million of transaction costs. Represents the write-off of a portion of deferred financing costs associated with the Company's Senior Credit Facility, resulting from the accelerated debt repayment. Represents the repayment of $400 million of the Company's Senior Credit Facility. Reflects the elimination of the investment in Peabody Resources Limited as of September 30, 2000. Reflects the projected net gain associated with the sale transaction. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. P&L COAL HOLDINGS CORPORATION Date: January 9, 2001 /s/ RICHARD A. NAVARRE ------------------------------------------ Richard A. Navarre Vice President and Chief Financial Officer (Principal Financial Officer) EXHIBIT INDEX The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description of Exhibit ------- ---------------------- 2.1 Share Purchase Agreement dated as of December 26, 2000, between P&L Coal Holdings Corporation, Gold Fields Mining Corporation and Coal & Allied Industries Limited