SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Arch Coal, Inc.
(Name of Issuer)
Common Stock
(Title of class of Securities)
039380100
(CUSIP Number)
David L. Hausrath
Vice President and
General Counsel
Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(606) 815-3333
(Name, address and telephone number of person
authorized to receive notices and communications)
March 15, 1999
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ____.
CUSIP No. 043906 10 6 13D
1. NAME OF REPORTING PERSONS Ashland Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-0122250
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS 00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 7 SOLE VOTING POWER
SHARES 21,935,554
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
21,935,554
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,935,554 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.8% of the shares of common stock
14 TYPE OF REPORTING PERSON
CO
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Item 1. Security and Issuer
Ashland Inc. ("Ashland") currently owns 21,935,554 shares of common
stock ("common stock"), par value $.01 per share, of Arch Coal, Inc. ("Arch
Coal").
Arch Coal is a Delaware corporation with its principal executive
offices located at City Place One, Suite 300, Creve Coeur, Missouri 63141.
Item 2. Identity and Background
(a), (b) and (c) Ashland is a Kentucky corporation with its principal
executive offices located at 50 E. RiverCenter Blvd., P. O. Box 391,
Covington, Kentucky 41012-0391. Ashland is a diversified company with
wholly owned operations in distribution, speciality chemicals, motor oil
and car care products, and highway construction. Ashland also has a
38-percent equity interest in Marathon Ashland Petroleum LLC and a
57-percent equity interest in Arch Coal.
The executive officers and directors of Ashland and their principal
occupations are shown on the attached Schedule I. The business address of
each executive officer is shown on Schedule I. Each director's business
address is Ashland Inc., c/o Office of the Secretary, 50 E. RiverCenter
Boulevard, P. O. Box 391, Covington, KY 41012-0391.
(d-e) During the last five years, neither Ashland nor any of the
persons listed in Schedule I hereto, has been (i) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to 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 violation with respect to such laws.
(f) Each executive officer and director is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
Ashland has its shares of Arch Coal common stock enrolled in Arch
Coal's Dividend Reinvestment Plan ("DRIP"). Under the DRIP, the dividends
Ashland receives on its Arch Coal common stock are used to purchase
additional shares of Arch Coal common stock. The Trustee of the DRIP
completed purchases of Arch Coal common stock in the open market for the
March 15 dividend on April 7, 1999. Since the Schedule 13D was filed,
Ashland has acquired 553,167 shares of Arch Coal common stock through the
DRIP.
Item 4. Purpose of Transaction
Ashland acquired the additional Arch Coal common stock for investment
purposes.
Ashland, as a shareholder of Arch Coal has no plans or proposals which
relate to or would result in: (a) except as noted below, the acquisition by
any person of additional securities of Arch Coal, or the disposition of
securities of Arch Coal; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving Arch Coal or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of
Arch Coal or any of its subsidiaries; (d) any change in the present board
of directors or management of Arch Coal, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies
on the board; (e) any material change in the present capitalization or
dividend policy of Arch Coal; (f) any other material change in Arch Coal's
business or corporate structure; (g) changes in Arch Coal's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of Arch Coal by any person; (h) causing a class of
securities of Arch Coal to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of
equity securities of Arch Coal becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above. However, Ashland currently
anticipates that it will continue to acquire shares of Arch Coal common
stock through the Arch Coal DRIP.
Item 5. Interest in Securities of the Issuer
I. Ashland
(a) Ashland presently owns 21,935,554 shares of Arch Coal common stock
which represents approximately 56.8% of the total issued and outstanding
stock of Arch Coal.
(b) Ashland has sole voting power and the sole power to dispose or to
direct the disposition of its shares of Arch Coal common stock.
(c) Ashland purchased 192,270 shares of Arch Coal common stock through
the Arch Coal DRIP within the last 60 days. Other than this transaction, no
other transaction in Arch Coal common stock was undertaken by Ashland. None
of the persons listed in Item 2 has effected any transaction relating to
Arch Coal common stock within the last 60 days except as disclosed on
Schedule II.
(d) Not applicable.
(e) Not applicable.
II. Executive Officers and Directors of Ashland
The beneficial ownership of the common stock of Arch Coal of certain
executive officers and directors of Ashland Inc. is listed on Schedule II.
If not listed on Schedule II, the executive officer or director does not
beneficially own Arch Coal common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None
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.
April 19, 1999
------------------------------
(Date)
/s/ David L. Hausrath
------------------------------
David L. Hausrath
Vice President and General Counsel
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
OF
ASHLAND INC.
PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES
DIRECTORS PRINCIPAL OCCUPATION*
- ------------------ ----------------------------------------------------------------------------------------
Samuel C. Butler Partner of Cravath, Swaine & Moore, Attorneys, New York, New York
Frank C. Carlucci Chairman of the Board of The Carlyle Group, Washington, D.C.
Paul W. Chellgren Chairman of the Board and Chief Executive Officer of Ashland Inc., Covington,
Kentucky
Ernest H. Drew Former CEO of Westinghouse Industries and Technology Group
James B. Farley Retired Chairman and Current Trustee of Mutual of New York, New York
Ralph E. Gomory President of the Alfred P. Sloan Foundation, New York, New York
Bernadine P. Healy Dean, College of Medicine and Public Health, and Professor of Medicine, The Ohio
State University
Mannie L. Jackson Majority owner and Chairman of the Harlem Globetrotters, International
Patrick F. Noonan Chairman of the Board of The Conservation Fund, Arlington, Virginia
Jane C. Pfeiffer Management Consultant, Vero Beach, Florida
Michael D. Rose Director and member of Executive Committee of Promus Hotel Corporation, Memphis,
Tennessee
William L. Rouse, Jr. Investments, Naples, Florida
* For business addresses, see Item 2.
EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION
- --------------------- ------------------------- -------------------------------------
Paul W. Chellgren P. O. Box 391 Chairman of the Board
Covington, KY 41012 and Chief Executive Officer
John A. Brothers P. O. Box 391 Executive Vice President
Covington, KY 41012 and Group Operating Officer
James R. Boyd P. O. Box 391 Senior Vice President
Covington, KY 41012 and Group Operating Officer
David J. D'Antoni P. O. Box 2219 Senior Vice President
Columbus, OH 43216 and Group Operating
Officer
J. Marvin Quin P. O. Box 391 Senior Vice President
Covington, KY 41012 and Chief Financial Officer
Charles F. Potts APAC, Inc. Senior Vice President;
3340 Peachtree Rd., NE President, APAC, Inc.
Tower Place
Atlanta, GA 30326
James J. O'Brien P. O. Box 1400 Senior Vice President;
Lexington, KY 40512 President, The Valvoline
Company
Kenneth L. Aulen P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Controller
Philip W. Block P. O. Box 391 Administrative Vice
Covington, KY 41012 President
J. Dan Lacy P. O. Box 391 Vice President
Covington, KY 41012
David L. Hausrath P. O. Box 391 Vice President and
Covington, KY 41012 General Counsel
Richard P. Thomas P. O. Box 391 Vice President and
Covington, KY 41012 Secretary
Peter M. Bokach P. O. Box 2219 Vice President;
Columbus, OH 43216 President of Ashland
Distribution Company
James A. Duquin P. O. Box 2219 Vice President;
Columbus, OH 43216 President of Ashland
Specialty Chemical Company
Lamar M. Chambers P. O. Box 391 Auditor
Covington, KY 41012
SCHEDULE II
Stock Transactions
effected within
Executive Officer of Ashland past 60 days Total Ownership
---------------------------- ------------ ---------------
Paul W. Chellgren January 27, 1999 8,000 - direct
open market purchase of 3,000
shares at $12.9375 473 - direct - held in
the Arch Coal DRIP
39 shares purchased with the
March 15, 1999 dividend through
the Arch Coal DRIP
J. A. Fred Brothers 29 shares purchased with the 3,000 - direct
March 15, 1999 dividend through
the Arch Coal DRIP 310 - direct - held in
the Arch Coal DRIP
J. Marvin Quin January 27, 1999 1,500 - direct
open market purchase
of 1,000 shares at $12.875
James R. Boyd February 12, 1999 5,000 - direct
open market purchase
of 2,000 shares at $10.75
Philip W. Block January 27, 1999 400 - direct
open market purchase
of 200 shares at $13.00
February 18, 1999
open market purchase
of 200 shares at $9.8125