UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 20, 2008

Patriot Coal Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-33466	20-5622045
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


12312 Olive Boulevard, Suite 400		63141
St. Louis, Missouri		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (314) 275-3600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On April 2, 2008, Patriot Coal Corporation (“Patriot”) entered into a merger agreement with Magnum Coal Company (“Magnum”), Colt Merger Corporation, a wholly owned subsidiary of Patriot, and ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly as the stockholder representative. Under the terms and conditions set forth in the merger agreement, Magnum stockholders will receive up to 11,901,729 shares of Patriot common stock on the date of the merger. The Patriot common stock issuable pursuant to the merger agreement represents approximately 31% of Patriot’s outstanding common stock as of the date of the merger agreement on a pro forma basis for the issuance in the merger.

Although Magnum’s results of operations for the first quarter of 2008 are not yet available, the following sets forth Magnum’s coal production, revenue and Adjusted EBITDA for the first quarter, based on currently available information. In the aggregate, for the three months ended March 31, 2008, Magnum sold approximately 4.5 million tons of coal. Magnum also generated approximately $230.7 million of revenue and $12.2 million of Adjusted EBITDA for the three months ended March 31, 2008. As of March 31, 2008, Magnum had a sales backlog of 50.8 million tons of coal, including backlog subject to price reopener and/or extension provisions, and its coal supply agreements have remaining terms up to ten years and an average volume weighted remaining term of approximately 4.4 years.

Adjusted EBITDA is defined as net income (loss), before giving effect to losses or gains from discontinued operations, net interest expense, income tax expense/(benefit), sales contract amortization (accretion), depreciation, depletion and amortization, asset retirement obligation expense, change in interest rate swap, loss on debt extinguishment and the cumulative effect of changes in accounting principles. Magnum believes that Adjusted EBITDA and the related ratios are useful to investors because they are frequently used as a supplemental measure of ongoing operations by securities analysts, investors and other interested parties in the evaluation of companies in the coal industry. The term Adjusted EBITDA does not purport to be an alternative to operating income, net income or cash flows from operating activities as determined in accordance with GAAP as a measure of profitability or liquidity. Because Adjusted EBITDA is not calculated identically by all companies, the Adjusted EBITDA presented above for Magnum may not be comparable to similarly titled measures of other companies.

Item 8.01. Other Events.

On May 20, 2008 Patriot issued a press release announcing its intention to offer $175 million in aggregate principal amount of convertible senior notes and a 30-day over-allotment option, beginning on and including the pricing date, to purchase up to $25.0 million additional aggregate principal amount of the notes, subject to market and other conditions. A copy of this press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Exhibits.

(d) Exhibits

	Exhibit No.		Description

	99.1		Press Release issued by Patriot Coal Corporation dated May 20, 2008.

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.


	PATRIOT COAL CORPORATION
	By:	/s/ Joseph W. Bean
		Joseph W. Bean
		Senior Vice President, General Counsel & Corporate Secretary

CONTACT:

Janine Orf

(314) 275-3680

FOR IMMEDIATE RELEASE

PATRIOT COAL ANNOUNCES PROPOSED PRIVATE OFFERING

OF CONVERTIBLE SENIOR NOTES

ST. LOUIS, May 20 – Patriot Coal Corporation (NYSE: PCX) today announced its intention to offer $175 million in aggregate principal amount of convertible senior notes due 2013 (the “notes”), subject to market and other conditions. Patriot also expects to grant the initial purchasers of the notes a 30-day over-allotment option, beginning on and including the pricing date, to purchase up to $25 million additional aggregate principal amount of the notes. The notes will be convertible into cash and, if applicable, shares of Patriot’s common stock based on a conversion rate to be determined. The interest rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering.

Patriot intends to use the proceeds of the offering to reduce the principal balance of the debt to be assumed in connection with its pending acquisition of Magnum Coal Company, and the remainder, if any, for general corporate purposes or to redeem the notes if the acquisition is not consummated. The notes will be the company’s senior unsecured obligations and will rank equally with all of the company’s existing and future senior debt and senior to any of the company’s future subordinated debt.

The notes and any shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. They will be offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act, and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

About Patriot Coal

Patriot Coal Corporation is a leading producer and marketer of coal in the eastern United States, with ten company-operated mines and numerous contractor-operated mines in Appalachia and the Illinois Basin. Patriot ships to electric utilities, industrial users and metallurgical coal customers, and controls approximately 1.3 billion tons of proven and probable coal reserves. Patriot’s common stock trades on the New York Stock Exchange under the symbol PCX.

Important Information for Stockholders

The Company has filed a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the proposed issuance of Company common stock in the transaction with Magnum Coal Company (“Magnum”) that includes a preliminary proxy statement/prospectus. The Registration statement has not yet become effective. Investors and stockholders are urged to read the final proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information about the proposed issuance. Investors and stockholders may obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by the Company are available free of charge by contacting investor relations by phone at 314-275-3680, in writing to Janine A. Orf, Director of Investor Relations, or by email to jorf@patriotcoal.com. The final proxy statement/prospectus will be mailed to stockholders.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The Company, Magnum and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed issuance. Information about the Company’s directors and executive officers is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 14, 2008 and in the proxy statement for the Company’s 2008 annual meeting of stockholders filed by the Company with the SEC on April 7, 2008. Additional information regarding the potential participants in the proxy solicitation and information regarding the interests of such potential participants will be included in the final proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

Forward Looking Statements

Certain statements in this press release, including statements regarding the proposed offering, note terms, use of proceeds and acquisition, are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These statements involve certain risks and uncertainties that may be beyond our control and may cause actual future results to differ materially from expectations. Factors that could affect Patriot’s results include, but are not limited to: the effect of market conditions on the proposed offering, failure to obtain Patriot stockholder approval of the proposed issuance of Patriot common stock in connection with the acquisition of Magnum; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals in connection with such acquisition; availability and cost of financing; failure to consummate or delay in consummating the acquisition for other reasons; changes in laws or regulations; changes in general economic conditions, including coal and power market conditions; the outcome of commercial negotiations involving sales contracts or other transactions; Patriot’s dependence on Peabody Energy Corporation in the near future; geologic, equipment and operational risks associated with mining; supplier and contract miner performance and the availability and cost of key equipment and commodities; Patriot’s ability to replace coal reserves; labor availability and relations; availability and costs of transportation; weather patterns affecting energy demand; legislative and regulatory developments; risks associated with environmental laws and compliance; the outcome of pending or future litigation; and the availability and costs of competing energy resources. Patriot undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to the Company’s Form 10-K, Form 10-Q and 8-K reports.

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