SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 2, 2003 (June 2, 2003)
Arch Coal, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-13105 43-0921172
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One CityPlace Drive, Suite 300, St. Louis, Missouri 63141
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (314) 994-2700
Page 1 of 3 pages.
Item 9. Regulation FD Disclosure.
On May 29, 2003, Arch Coal, Inc. (the "Company"), announced via press
release and Form 8-K that it had signed a definitive agreement to acquire Vulcan
Coal Holdings LLC, which owns all of the equity of Triton Coal Company for a
purchase price of $364 million (the "Acquisition"). Consummation of the
Acquisition is conditioned upon obtaining all necessary governmental and
regulatory consents and other customary conditions. The boards of the Company
and Vulcan Coal Holdings LLC have approved the transaction.
The Company desires to disclose the following additional information with
respect to the Acquisition:
1. Arch Coal has to date identified expected synergies in the range of $18
million to $22 million per year related to the Acquisition; and
2. Triton Coal Company's two mines, North Rochelle and Buckskin, recorded
earnings before interest, taxes, depreciation, depletion and amortization
("EBITDA") of $57.8 million in 2002.
The Company is furnishing the information contained in this report pursuant
to Regulation FD promulgated by the Securities and Exchange Commission ("SEC").
This information is furnished pursuant to Item 9 of Form 8-K and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section, unless it
is specifically incorporated by reference in a document filed by the Company
under the Securities Act of 1933 or the Securities Act of 1934.
EBITDA is defined as income from operations before the effect of net
interest expense; income taxes; depreciation, depletion and amortization. EBITDA
is not a measure of financial performance in accordance with generally accepted
accounting principles, and items excluded to calculate EBITDA are significant in
understanding and assessing financial condition. Therefore, EBITDA should not be
considered in isolation nor as an alternative to net income, income from
operations, cash flows from operations or as a measure of profitability,
liquidity or performance under generally accepted accounting principles.
The information contained in this report is summary information that is
intended to be considered in the context of the Company's SEC filings and other
public announcements that it may make, by press release or otherwise, from time
to time. The Company disclaims any current intention to revise or update the
information contained in this report, although it may do so from time to time as
its management believes is warranted. Any such updating may be made through the
filing of other reports or documents with the SEC, through press releases or
through other public disclosure.
Statements in this report which are not statements of historical fact are
forward-looking statements within the "safe harbor" provision of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on information currently available to, and expectations and assumptions
deemed reasonable by, the Company. Because these forward-looking statements are
subject to various risks and uncertainties, actual results may differ materially
from those projected in the statements. These expectations, assumptions and
uncertainties include: the Company's expectation of continued growth in the
demand for electricity; expected synergies resulting from the Acquisition;
belief that legislation and regulations relating to the Clean Air Act and the
relatively higher costs of competing fuels will increase demand for the
Company's compliance and low-sulfur coal; expectation of improved market
conditions for the price of coal; expectation that the Company will continue to
have adequate liquidity from its cash flow from operations, together with
available borrowings under its credit facilities, to finance the Company's
working capital needs; a variety of operational, geologic, permitting, labor and
weather related factors; and the other risks and uncertainties which are
described from time to time in the Company's reports filed with the SEC.
Page 2 of 3 pages.
SIGNATURES
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.
Dated: June 2, 2003 ARCH COAL, INC.
By: /s/ Janet L. Horgan
_______________________________________
Janet L.Horgan
Assistant General Counsel and Assistant
Secretary
Page 3 of 3 pages.