View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Arch Coal, Inc.
-----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------------------------------
(Title of Class of Securities)
039380100
-----------------------------------------------------------------
(CUSIP Number)
Patrick D. Deem
Steptoe & Johnson
P.O. Box 2190
Clarksburg, WV 26302-2190
(304) 624-8000
-----------------------------------------------------------------
(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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Page 1 of 8 Pages)
SCHEDULE 13D
------------
CUSIP No. 043906 10 6
1) NAME OF REPORTING PERSON Carboex International, Ltd.
---------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
---------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS OO (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 Bahamas
--------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 2,050,000 (see Item 5)
----------------------
8) SHARED VOTING POWER 0
----------------------
9) SOLE DISPOSITIVE POWER 2,050,000 (see Item 5)
----------------------
10) SHARED DISPOSITIVE POWER 0
----------------------
11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 2,050,000 (see Item 5)
----------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.2% (See Item 5)
------------------
14) TYPE OF REPORTING PERSON CO
--
(Page 2 of 8 Pages)
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") is filed by Carboex
International, Ltd., a Bahamian corporation (the "Company"). The name of the
issuer is Arch Coal, Inc., a Delaware corporation ("Arch Coal"). Arch Coal's
principal executive offices are located at CityPlace One, Suite 300, Creve
Coeur, Missouri 63141. This Statement relates to the Common Stock, par value
$.01 per share, of Ashland Coal ("Arch Coal Common Stock").
Item 2. Identity and Background.
The Company's principal business is Coal Trading and the address
of its principal business is Sasson Building, Shirley Street and Victoria
Avenue, P.O. Box N-272, Nassau, Bahamas.
Annex I attached hereto and incorporated herein by reference sets
forth the following information with respect to each director and executive
officer of the Company: (a) name; (b) residence or business address; (c) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted;
and (d) citizenship.
During the last five years, neither the Company nor, to the
knowledge of the Company, any of the persons listed in Annex I has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, neither the Company nor, to the
knowledge of the Company, any of the persons listed in Annex I has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction in which a judgment, decree or final order was entered enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or in which there was a finding of a violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement is being filed in connection with the conversion to
Arch Coal Common Stock of Class C Preferred Stock of Ashland Coal, Inc., a
Delaware corporation ("Ashland Coal Preferred Stock") owned by the Company. No
funds or other consideration were used or will be used by the Company in the
conversion.
Item 4. Purpose of Transaction.
(Page 3 of 8 Pages)
This Statement is being filed in connection with the business
combination of Ashland Coal and Arch Coal, pursuant to which the Company
converted 100 shares of Ashland Coal Preferred Stock into 2,050,000 shares of
Arch Coal Common Stock. The Company, as a stockholder of Arch Coal, has no plans
or proposals which relate to or would result in: (a) 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 or any of its subsidiaries; (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 Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Company presently owns 2,050,000 shares of Arch Coal Common
Stock, representing approximately 5.2% of the total issued and outstanding
capital stock of Arch Coal.
(b) The Company has sole voting power and the sole power to
dispose or to direct the disposition with respect to 2,050,000 shares of Arch
Coal Common Stock, the Company does not have shared power to vote or to dispose
or to direct the disposition of any shares of Arch Coal Common Stock.
(c) Neither the Company nor any of the persons listed in Item 2
hereof has effected any transactions relating to Arch Coal Common Stock or
Ashland Coal Preferred Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Other than as set forth in this Statement, neither the
(Page 4 of 8 Pages)
Company nor any of the persons named in Item 2 hereof has any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to any securities of Arch Coal, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material To Be Filed As Exhibits.
The following is filed as an exhibit to this Statement:
7.1 Agreement and Plan of Merger, dated as of April 4, 1997 among
Arch Mineral Corporation, AMC Merger Corporation and Ashland Coal, Inc.
(Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of
Ashland Coal, Inc. dated April 4, 1997.)
(Page 5 of 8 Pages)
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.
CARBOEX INTERNATIONAL, LTD.
By: /s/ Juan Antonio Ferrando
------------------------------
Signature
Juan Antonio Ferrando
Director
------------------------------
Name and Title
Date: July 1, 1997
(Page 6 of 8 Pages)
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
CARBOEX INTERNATIONAL, LTD.
ADDRESS AND PRINCIPAL
NAME AND PRESENT BUSINESS OF ORGANIZATION
PRINCIPAL OCCUPATION IN WHICH EMPLOYED CITIZENSHIP
Gregorio Gonzalez Irun Carboex, S.A. Spain
Chairman and CEO Calle Manuel Cortina
No. 2, Madrid, 10, Spain
Coal Trading
Miguel Cavillo Carboex, S.A. Spain
President and COO Calle Manuel Cortina
No. 2, Madrid, 10, Spain
Coal Trading
Gloria Delifay Carboex, S.A. Spain
Director Calle Manuel Cortina
No. 2, Madrid, 10, Spain
Coal Trading
Juan Antonio Ferrando Carboex, S.A. Spain
Director Calle Manuel Cortina
No. 2, Madrid, 10, Spain
Coal Trading
Alonso Martinez Carboex, S.A. Spain
Treasurer Calle Manuel Cortina
No. 2, Madrid, 10, Spain
Coal Trading
(Page 7 of 8 Pages)
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
7.1 Agreement and Plan of Merger, dated as of April 4, 1997 among
Arch Mineral Corporation, AMC Merger Corporation and Ashland
Coal, Inc. (Incorporated by reference to Exhibit 99.2 to
Current Report on Form 8-K of Ashland Coal, Inc. dated April
4, 1997.)
(Page 8 of 8 Pages)