UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Arch Coal, Inc.

(Exact name of registrant as specified in its charter)

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

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

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))

 

 

Item 7.01 Regulation FD Disclosure.

     On July 27, 2009, Arch Coal, Inc. (the “Company”) issued a press release announcing the commencement of an offering of 17,000,000 shares of its common stock pursuant to an automatic shelf registration statement on Form S-3 filed previously with the Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1.

     On July 27, 2009, the Company issued a press release announcing the commencement of an offering in accordance with Rule 144A under the Securities Act of 1933, as amended, of $500 million in aggregate principal amount of senior unsecured notes due 2016. A copy of the press release is attached hereto as Exhibit 99.2.

     The information contained in Item 7.01 and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

     The following exhibits are attached hereto and filed herewith.

Exhibit
No.		Description
99.1		Press release dated July 27, 2009 announcing offering of common stock.
99.2		Press release dated July 27, 2009 announcing offering of senior notes.

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.

Exhibit Index

Exhibit
No.		Description
99.1		Press release dated July 27, 2009 announcing offering of common stock.
99.2		Press release dated July 27, 2009 announcing offering of senior notes.

Exhibit 99.1

News from Arch Coal, Inc.

FOR FURTHER INFORMATION:
Deck Slone, Vice President-Government,
Investor and Public Affairs
(314) 994-2717

FOR IMMEDIATE RELEASE

Arch Coal Commences Public Offering of Common Stock

     ST. LOUIS (July 27, 2009) — Arch Coal, Inc. (NYSE:ACI) today announced that it has commenced an offering of 17,000,000 shares of its common stock pursuant to an automatic shelf registration statement on Form S-3 filed previously with the Securities and Exchange Commission (SEC). The company intends to grant the underwriters of the common stock offering an option for 30 days to purchase up to 2,550,000 additional shares of common stock to cover over-allotments, if any.

     The company plans to use the net proceeds of the offering to finance a portion of the $761.0 million purchase price for the previously announced acquisition of the Jacobs Ranch mining complex in Wyoming. The acquisition is expected to close in the third quarter of 2009. If the acquisition is not completed, the company intends to use the net proceeds from this offering for general corporate purposes, which may include the financing of future acquisitions, including lease-by-applications, or strategic combinations, capital expenditures, additions to working capital, repurchases, repayment or refinancing of debt or stock repurchases.

     This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities.

     BofA Merrill Lynch, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. are the joint book-runners for the common stock offering.

     The company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the applicable prospectus supplement and other documents the company has filed or will file with the SEC for more complete information about the company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

     The preliminary prospectus supplement and the final prospectus supplement relating to the offering, when available, may be obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York 10080, Attn: Prospectus Department, Morgan Stanley & Co. Incorporated, Prospectus Department, 180 Varick Street 2/F, New York, New York 10014 or by telephone at (866) 718-1649, Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220, by e-mail to batprospectusdept@citi.com or by calling (800) 831-9146 and J.P. Morgan Securities Inc., National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245 or by telephone at (718) 242-8002.

     St. Louis-based Arch Coal is one of the nation’s largest coal producers, with revenues of $3.0 billion in 2008. The company’s core business is providing U.S. power generators with cleaner-burning, low-sulfur coal for electric generation. Through its subsidiary operations, Arch provides the fuel for approximately 6 percent of the electricity generated in the United States.

     Forward-Looking Statements: This press release contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties arise from changes in the demand for our coal by the domestic electric generation industry; from legislation and regulations relating to the Clean Air Act and other environmental initiatives; from operational, geological, permit, labor and weather-related factors; from fluctuations in the amount of cash we generate from operations; from future integration of acquired businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. For a description of some of the risks and uncertainties that may affect our future results, you should see the risk factors contained in the prospectus and prospectus supplement related to the offering or otherwise described from time to time in the reports we file with the Securities and Exchange Commission.

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Exhibit 99.2

News from Arch Coal, Inc.

FOR FURTHER INFORMATION:
Deck Slone, Vice President-Government,
Investor and Public Affairs
(314) 994-2717

FOR IMMEDIATE RELEASE

Arch Coal Commences $500 Million Offering of Senior Notes
Due 2016

     ST. LOUIS (July 27, 2009) — Arch Coal, Inc. (NYSE:ACI) today announced that it has commenced an offering in accordance with Rule 144A under the Securities Act of 1933, as amended, of $500 million in aggregate principal amount of senior unsecured notes due 2016. The notes will be guaranteed by the company’s subsidiaries that guarantee indebtedness under the company’s existing senior secured credit facility.

     The company plans to use the net proceeds of the offering to finance a portion of the $761.0 million purchase price for the previously announced acquisition of the Jacobs Ranch mining complex in Wyoming. The acquisition is expected to close in the third quarter of 2009. If the acquisition is not completed, the company intends to use the net proceeds from this offering for general corporate purposes, which may include the financing of future acquisitions, including lease-by-applications, or strategic combinations, capital expenditures, additions to working capital, repurchases, repayment or refinancing of debt or stock repurchases.

     This press release does not constitute an offer to sell or the solicitation of an offer to sell or a solicitation of an offer to buy any securities.

     The offering of notes will not be registered under the Securities Act of 1933, as amended or the securities laws of any other jurisdictions and may not be offered or sold absent registration or an applicable exemption from registration requirements.

     St. Louis-based Arch Coal is one of the nation’s largest coal producers, with revenues of $3.0 billion in 2008. The company’s core business is providing U.S. power generators with cleaner-burning, low-sulfur coal for electric generation. Through its subsidiary operations, Arch provides the fuel for approximately 6 percent of the electricity generated in the United States.

     Forward-Looking Statements: This press release contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties arise from changes in the demand for our coal by the domestic electric generation industry; from legislation and

regulations relating to the Clean Air Act and other environmental initiatives; from operational, geological, permit, labor and weather-related factors; from fluctuations in the amount of cash we generate from operations; from future integration of acquired businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. For a description of some of the risks and uncertainties that may affect our future results, you should see the risk factors contained in the prospectus and prospectus supplement related to the offering or otherwise described from time to time in the reports we file with the Securities and Exchange Commission.

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