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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARCH MINERAL CORPORATION
(to be renamed ARCH COAL, INC.)
(Exact name of registrant as specified in its charter)
Delaware 43-0921172
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
---------------------------------
CityPlace One, Suite 300
Creve Coeur, Missouri 63141
(Address, including zip code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on which
so registered which each class is to be registered
------------------------- ------------------------------------
Common Stock, par value New York Stock Exchange, Inc.
$0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION.
(a) The registrant was organized as Arch Mineral Corporation on June
20, 1969 as a Delaware corporation. Upon consummation of the succession
transaction (the "Merger") described in Item 2 below, the registrant will change
its name to Arch Coal, Inc.
(b) The registrant's fiscal year ends on December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) Prior to consummation of the Merger, Ashland Coal, Inc., a
Delaware corporation and the predecessor to the registrant ("Ashland Coal"), had
securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934, as amended.
(b) Reference is made to the description of the Merger under the
captions " THE MERGER" and "THE MERGER AGREEMENT" in the Proxy
Statement/Prospectus filed with the Securities and Exchange Commission as part
of the registrant's Registration Statement on Form S-4 (No. 333-28149) (the
"Proxy Statement/Prospectus"), which description is incorporated herein by
reference.
ITEM 3. SECURITIES TO BE REGISTERED.
The registrant is presently authorized to issue up to 100,000,000
shares of Common Stock, $0.01 par value per share ("Common Stock"). Prior to the
effectiveness of the Merger, 20,948,463 shares of Common Stock were issued and
outstanding. Upon the effectiveness of the Merger, up to 19,337,043 shares of
Common Stock will be issued in exchange for all issued and outstanding shares of
Common Stock, par value $0.01 per share, of Ashland Coal and all issued and
outstanding shares of Class B Preferred Stock, par value $100 per share, and
Class C Preferred Stock, par value $100 per share, of Ashland Coal. No shares of
Common Stock are held by or for the account of the registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the Common Stock to be
registered hereby under the caption "DESCRIPTION OF COMPANY CAPITAL STOCK" in
the Proxy Statement/Prospectus, which description is incorporated herein by
reference.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Pursuant to Instruction (b) to "Instructions as to Financial
Statements," no financial statements are filed herewith.
Reference is made to the financial statements of the registrant
appearing following "INDEX TO COMPANY FINANCIAL STATEMENTS" in the
Proxy Statement/Prospectus and to the unaudited pro forma financial
information appearing under the caption "UNAUDITED PRO FORMA FINANCIAL
INFORMATION" in the Proxy Statement/Prospectus.
(b) Exhibits.*
2.1 Proxy Statement of Ashland Coal, Inc./Prospectus of Arch
Mineral Corporation, dated May 30, 1997
2.2 Form of Voting Agreement between Arch Mineral Corporation
and each of Ashland Inc. and Carboex International, Ltd.
3.1 Restated Certificate of Incorporation of Arch Mineral
Corporation
3.2 Form of Restated Certificate of Incorporation of Arch
Coal, Inc.
3.3 Bylaws of Arch Mineral Corporation
3.4 Form of Restated and Amended Bylaws of Arch Coal, Inc.
4.1 Stockholders Agreement, dated as of April 4, 1997, among
Carboex International, Ltd., Ashland Inc., and Arch
Mineral Corporation
4.2 Registration Rights Agreement, dated as of April 4, 1997,
among Arch Mineral Corporation, Ashland Inc., Carboex
International, Ltd. and the entities listed on Schedules I
and II thereto
4.3 Agreement Relating to Nonvoting Observer, executed as of
April 4, 1997, among Carboex International, Ltd., Ashland
Inc., Ashland Coal, Inc. and Arch Mineral Corporation
4.4 Agreement for Termination of the Arch Mineral Corporation
Voting Agreement and for Nomination of Directors, dated as
of April 4, 1997, among Hunt Coal Corporation, Petro-Hunt
Corporation, each of the trusts listed on Schedule I
thereto, Ashland Inc. and Arch Mineral Corporation
10.1 Coal Off-Take Agreement executed April 4, 1997, among Arch
Mineral Corporation, Carboex International, Ltd., and
Ashland Coal, Inc.
10.2 Sales Agency Agreement, executed as of April 4, 1997,
among Arch Mineral Corporation, Ashland Coal, Inc., and
Carboex S.A.
10.3 Assignment, Assumption and Amendment of Coal Sales Agency
Agreement, executed April 4, 1997, among Arch Mineral
Corporation, Ashland Coal, Inc., Saarbergwerke AG, and
Carboex International, Ltd.
10.4 Shareholder Services Contract, executed as of April 4, 1997,
among Arch Mineral Corporation, Ashland Coal, Inc., Carboex
International, Ltd., and Ashland Inc.
10.5 Lease between Pocahontas Land Corporation and Ark Land
Company, dated January 31, 1994, as amended as of October 2,
1995, Partial Release and Surrender of Lease dated February
1, 1996, as amended October 21, 1996
10.6 Lease Contract by and between William C. Francis and
Mountain Land and Reclamation, Inc. (predecessor to Ark Land
Company), dated November 16, 1988; Supplemental Leases dated
May 16, 1989, August 25, 1991, Assignment of Lease dated
September 13, 1991, amended as of December 23, 1992,
September 1, 1995, and March 17, 1997
10.7 Lease Contract by and between Virgil Eversole Estate and
Mountain Land and Reclamation, Inc. (predecessor to Ark Land
Company), dated November 21, 1988, Assignment of Lease dated
September 13, 1991 amended as of December 23, 1992, November
11, 1994 and August 26, 1995
10.8 Deed of Lease and Agreement between Dingess-Rum Coal Company
and Amherst Coal Company (predecessor to Ark Land Company),
dated June 1, 1962, as supplemented January 1, 1968, June 1,
1973, July 1, 1974, November 12, 1987, Lease Exchange
Agreement dated July 2, 1979 amended as of January 1, 1984
and January 7, 1993, February 24, 1993; Partial Release
dated May 6, 1988; Assignments dated March 15, 1990, October
5, 1990
10.9 Agreement of Lease by and between Shonk Land Company,
Limited Partnership and Lawson Hamilton (predecessor to Ark
Land Company), dated February 8, 1983, as amended October 7,
1987, March 9, 1989, April 1, 1992, October 31, 1992,
December 5, 1992, February 16, 1993, August 4, 1994, October
1, 1995, July 31, 1996 and November 27, 1996
10.10 United States Department of the Interior Bureau of Land
Management Modified Coal Lease with Medicine Bow Coal
Company, effective September 1, 1981
10.11 Amended and Restated Mining Lease by and between Rock
Springs Royalty Company and Ark Land Company, dated December
13, 1988 amended June 23, 1994, January 1, 1996 and February
20, 1996
10.12 Employment Agreement between Arch Mineral Corporation and
Steven F. Leer, dated March 1, 1992
10.13 Consulting Agreement between Arch Mineral Corporation and
Ronald E. Samples, effective September 1, 1992, as amended
by letter agreements dated October 6, 1992, September 1,
1993, September 1, 1994, September 1, 1995, August 31, 1996
and March 30, 1997
10.14 Form of At Will Employee Retention/Severance Agreement
10.15 Form of Indemnity Agreement between Arch Coal, Inc. and
Indemnitee (as defined therein)
10.16 Arch Mineral Corporation 1993 Incentive Compensation Plan;
as amended by Amendment No. 1 dated December 12, 1995
10.17 Arch Mineral Corporation Deferred Compensation Plan
10.18 Arch Coal, Inc. Deferred Compensation Plan for Directors'
Fees
10.19 Arch Coal, Inc. 1997 Stock Incentive Plan
10.20 Arch Mineral Corporation 1996 ERISA Forfeiture Plan
21.1 List of Subsidiaries of Arch Mineral Corporation
* Incorporated by reference from the Registration Statement on Form
S-4 (No. 333-28149)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ARCH MINERAL CORPORATION
By: /s/ Steven F. Leer
---------------------------------
Steven F. Leer
President and Chief Executive
Officer
Date: June 17, 1997