SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Arch Coal, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
039380100
(CUSIP number)
Thomas L. Feazell
Senior Vice President,
General Counsel and Secretary
Ashland Inc.
1000 Ashland Drive
Russell, KY 41169
(606) 329-3333
(Name, address and telephone number of person
authorized to receive notices and communications)
July 1, 1997
(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 ____.
Page 1 of 6 pages
CUSIP No. 043906 10 6 13D
1 NAME OF REPORTING PERSONS Ashland Inc.
S.S. OR 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 21,382,387
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
21,382,387
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,382,387 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)
54.0% of the shares of common stock
14 TYPE OF REPORTING PERSON
CO
Page 3 of 6 pages
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Item 1. Security and Issuer
Ashland Inc. ("Ashland") currently owns 21,382,387 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 1000 Ashland Drive, Russell, KY
41169. Ashland is a large U.S. independent refiner and independent crude
oil gatherer and marketer; a regional retail marketer of gasoline and
merchandise; and a motor oil and automotive chemical marketer in the U.S.
and other countries. In addition, Ashland is a large distributor of
chemicals and plastics in North America; a supplier of specialty chemicals
worldwide; a large U.S. highway contractor; and a producer of crude oil.
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, 1000 Ashland
Drive, Russell, KY 41169.
(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.
Page 4 of 6
Item 3. Source and Amount of Funds or Other Consideration
Not applicable - See item 4.
Item 4. Purpose of Transaction
This filing is being made due to the merger of Ashland Coal, Inc.
and a wholly-owned subsidiary of Arch Mineral Corporation pursuant to which
Ashland converted 150 shares of Class B preferred stock of Ashland Coal,
Inc. to 3,075,000 shares of Arch Coal common stock, converted 6,923,000
shares of common stock of Ashland Coal, Inc. to 6,923,000 shares of Arch
Coal common stock, and converted 648,307 shares of common stock of Ashland
Coal, Inc. held in the Ashland Coal, Inc. Dividend Reinvestment Plan to
648,307 shares of Arch Coal common stock held in the Arch Coal DRIP. In
addition, Ashland Inc. owns 10,736,080 shares of Arch Coal common stock
resulting from the 338.0857-for-one split of the common stock of Arch
Mineral Corporation effected on April 4, 1997.
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
Page 5 of 6
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 21,382,387 shares of Arch Coal common
stock which represents approximately 54.0% 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 any shares of the common stock of Arch Coal.
(c) Neither Ashland nor any of the persons listed in Item 2 hereof
has effected any transaction relating to Arch Coal common stock within the
last 60 days except as noted above.
(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.
Page 6 of 6
Item 6. Contracts, Arrangements or Understandings 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.
July 9, 1997
-------------------------------
(Date)
/s/ Thomas L. Feaezll
--------------------------------
Thomas L. Feazell
Senior Vice President, General Counsel
and Secretary
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
OF
ASHLAND INC.
PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES
DIRECTORS PRINCIPAL OCCUPATION*
Jack S. Blanton Chairman of the Board of Houston Endowment, Inc. and
President of Eddy Refining Company, Houston, Texas
Thomas E. Bolger Chairman of the Executive Committee of the Board of
Bell Atlantic Corporation, Philadelphia, Pennsylvania
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., Ashland, Kentucky
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
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, Greenwich, Connecticut
Michael D. Rose Chairman of the Board of Promus Hotel Corporation,
Memphis, Tennessee
William L. Rouse, Jr. Investments, Naples, Florida
Dr. Robert B. Stobaugh Professor, Emeritus Harvard Business School, Boston,
Massachusetts
* For business addresses, see Item 2.
EXECUTIVE OFFICERS OFFICE ADDRESS TITLES
- ------------------ ---------------- --------------------
Paul W. Chellgren P. O. Box 391 Chairman of the Board and
Ashland, KY 41114 Chief Executive Officer
John A. Brothers P. O. Box 391 Executive Vice President and
Ashland, KY 41114 Group Operating Officer
James R. Boyd P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Group Operating Officer
J. Marvin Quin P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Chief Financial Officer
Thomas L. Feazell P. O. Box 391 Senior Vice President,
Ashland, KY 41114 General Counsel and
Secretary
Robert E. Yancey, Jr. P. O. Box 391 Senior Vice President and
Ashland, KY 41114 Group Operating Officer; President,
Ashland Petroleum Company
Harry M. Zachem P. O. Box 391 Senior Vice President,
Ashland, KY 41114 External Affairs
David J. D'Antoni P. O. Box 2219 Senior Vice President;
Columbus, OH 43216 President, Ashland
Chemical Company
John F. Pettus P. O. Box 14000 Senior Vice President;
Lexington, KY 40512 President, SuperAmerica
Group
Charles F. Potts 900 Ashwood Parkway Senior Vice President;
Suite 700 President, APAC, Inc.
Atlanta, GA 30338-4780
James J. O'Brien P. O. Box 14000 Senior Vice President;
Lexington, KY 40512 President, The Valvoline
Company
John W. Dansby P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Treasurer
Kenneth L. Aulen P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Controller
Philip W. Block P. O. Box 391 Administrative Vice
Ashland, KY 41114 President
Fred E. Lutzeier P. O. Box 391 Auditor
Ashland, KY 41114
William R. Sawran P.O. Box 14000 Vice President; Chief
Lexington, KY 40512 Information Officer;
President, Ashland
Services Company
SCHEDULE II
EXECUTIVE OFFICER SHARES
- ----------------- ------
Kenneth L. Aulen 400 Shares - Joint with Wife
James R. Boyd 1,000 Shares - Direct
John A. Brothers 3,000 Shares - Direct
187 Shares - Held in the Arch Coal Dividend
Reinvestment Plan ("DRIP")
Paul W. Chellgren 4,000 Shares - Direct
289 Shares - Direct - DRIP
500 Shares - Indirect - Son
36 Shares - Indirect - Son - DRIP
500 Shares - Indirect - Daughter
36 Shares - Indirect - Daughter - DRIP
Thomas L. Feazell 500 Shares - Direct
173 Shares - DRIP
J. Marvin Quin 500 Shares - Direct
Robert E. Yancey, Jr. 1,000 Shares - Direct
Harry M. Zachem 200 Shares - Direct
