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): January 5, 2006 (January 5, 2006)

Arch Coal, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-13105		43-0921172
(State or other jurisdiction		(Commission File		(I.R.S. Employer
of incorporation)		Number)		Identification No.)

CityPlace One, Suite 300, St. Louis, Missouri 63141
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (314) 994-2700

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:

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

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

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

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

Page 1 of 4 pages.
Exhibit Index begins on page 4.

 

 

Item 8.01 Other Events.

     On January 5, 2006, Arch Coal, Inc. announced the results for the previously announced conversion offer relating to its 5% Perpetual Cumulative Convertible Preferred Stock (Liquidation Preference $50.00 Per Share). A copy of Arch Coal, Inc.’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

     The following Exhibit is filed with this Current Report on Form 8-K:

Exhibit No.		Description
99.1		Press Release dated January 5, 2006

Page 2 of 4 pages.
Exhibit Index begins on page 4.

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.

Page 3 of 4 pages.
Exhibit Index begins on page 4.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated January 5, 2006.

Page 4 of 4 pages.

Exhibit 99.1

 

News from Arch Coal, Inc.

      

FOR FURTHER INFORMATION:
Media — Kim Link (314) 994-2936 FOR IMMEDIATE RELEASE January 5, 2006

Arch Coal Announces Results of Preferred Stock Conversion Offer

ST. LOUIS (January 5, 2006) — Arch Coal, Inc. (NYSE: ACI) today announced the results of its offer to pay a premium to holders of any and all of its 5% Perpetual Cumulative Convertible Preferred Stock who elected to convert their preferred stock to shares of the company’s common stock subject to the terms of the offer. The conversion offer expired at midnight, New York City time, on Friday, December 30, 2005.

On December 31, 2005, the company accepted for conversion all shares of preferred stock that were validly tendered and not withdrawn as of the expiration of the conversion offer. Based on a final count by American Stock Transfer & Trust Company, the conversion agent for the conversion offer, 2,724,418 shares of preferred stock, representing approximately 95% of the issued and outstanding preferred stock, were tendered for conversion, resulting in the issuance of an aggregate of 6,534,517 shares of common stock pursuant to the conversion terms of the preferred stock and an aggregate premium of 119,602 shares of common stock. Delivery of the shares of common stock in exchange for accepted shares of preferred stock is being made by American Stock Transfer & Trust Company.

Upon expiration of the conversion offer, 150,508 shares of preferred stock remained outstanding. The company recorded a one-time dividend of approximately $9.5 million, payable in shares of common stock, in the fourth quarter of 2005 as a result of the conversion offer. The company expects to apply to delist from the New York Stock Exchange the shares of preferred stock that remain outstanding following the conversion offer.

St. Louis-based Arch Coal is the nation’s second largest coal producer, with subsidiary operations in West Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah. Through these operations, Arch provides the fuel for approximately 7% of the electricity generated in the United States.