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Delaware | 1221 | 13-4004153 | ||
(State or Other jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Proposed Maximum | Proposed Maximum | |||||||||||
Title of Each Class of | Amount to be | Aggregate Offering | Aggregate | Amount of | ||||||||
Securities to be Registered | Registered(1) | Price per Security(1) | Offering Price(1) | Registration Fee(1)(2) | ||||||||
Debt Securities of Peabody Energy Corporation | ||||||||||||
Guarantees of Debt Securities by Subsidiary Guarantors | ||||||||||||
Preferred Stock, par value $0.01 per share(3) | ||||||||||||
Common Stock, par value $0.01 per share(4) | ||||||||||||
Preferred Stock Purchase Rights(5) | ||||||||||||
Warrants(6) | ||||||||||||
Units(7) | ||||||||||||
Total | $3,000,000,000 | 100% | $3,000,000,000 | $353,100(8) | ||||||||
(1) | Pursuant to General Instruction II.D to Form S-3, the Amount to be Registered, Proposed Maximum Aggregate Offering Price Per Security and Proposed Maximum Aggregate Offering Price have been omitted for each class of securities that are registered hereby. |
(2) | The registration fee for the unallocated securities registered hereby has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, and reflects the maximum offering price of securities that may be issued rather than the principal amount of any securities that may be issued at a discount. |
(3) | An indeterminate number of shares of preferred stock of Peabody Energy Corporation are covered by this Registration Statement. |
(4) | An indeterminate number of shares of common stock of Peabody Energy Corporation are covered by this Registration Statement. Shares of common stock issued upon conversion of the debt securities and the preferred stock will be issued without the payment of additional consideration. |
(5) | The preferred stock purchase rights initially will trade together with the common stock. The value attributable to the preferred stock purchase rights, if any, is reflected in the offering price of the common stock. |
(6) | An indeterminate number of warrants of Peabody Energy Corporation, each representing the right to purchase an indeterminate number of shares of preferred stock or shares of common stock or amount of debt securities, each of which are registered hereby, are covered by this Registration Statement. |
(7) | Each Unit consists of any combination of two or more of the securities being registered hereby. |
(8) | $48,540 of which was previously paid on October 22, 2003 in connection with the unsold securities registered under registration statement No. 333-109906 initially filed by the Registrants on October 22, 2003, and is being offset against the total filing fee due for this registration statement pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933, as amended. |
Table of Contents
Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Affinity Mining Company | West Virginia | 25-1207512 | 202 Laidley Tower P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
American Land Holdings of Indiana, LLC | Delaware | 20-2514299 | 701 Market Street Suite 737 St. Louis, MO 63101 (314) 342-3400 | |||||
Appalachia Mine Services, LLC | Delaware | 20-1680233 | 202 Laidley Tower P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Arclar Company, LLC | Indiana | 31-1566354 | 420 Longlane Road Equality, IL 62934 (618) 273-4314 | |||||
Arid Operations Inc. | Delaware | 84-1199578 | 14062 Denver West Parkway Suite 110 Golden, CO 80401-3301 (760) 337-5552 | |||||
Beaver Dam Coal Company | Delaware | 61-0129825 | 701 Market Street Suite 725 St. Louis, MO 63101 (314) 342-3400 | |||||
Big Ridge, Inc. | Illinois | 37-1126950 | 617 East Church Street Harrisburg, IL 62946 (618) 273-4314 | |||||
Big Sky Coal Company | Delaware | 81-0476071 | P.O. Box 97 Colstrip, MT 59323 (406) 748-5750 | |||||
Black Beauty Coal Company | Indiana | 35-1799736 | P.O. Box 312 Evansville, IN 47702 (812) 424-9000 | |||||
Black Beauty Equipment Company | Indiana | 35-1975683 | 414 South Fares Evansville, IN 47714 (812) 424-9000 | |||||
Black Beauty Holding Company, LLC | Delaware | 73-1663373 | 701 Market Street Suite 703 St. Louis, MO 63101 (314) 342-3400 | |||||
Black Beauty Mining, Inc. | Indiana | 35-1836160 | 414 South Fares Evansville, IN 47714 (812) 424-9000 | |||||
Black Beauty Resources, Inc. | Indiana | 35-1471083 | 414 South Fares Evansville, IN 47714 (812) 424-9000 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Black Beauty Underground, Inc. | Indiana | 35-1834526 | 414 South Fares Evansville, IN 47714 (812) 424-9000 | |||||
Black Hills Mining Company, LLC | Illinois | 32-0049741 | 701 Market Street, Suite 778 St. Louis, MO 63101 (314) 342-3400 | |||||
Black Stallion Coal Company, LLC | Delaware | 20-0657792 | 701 Market Street, Suite 778 St. Louis, MO 63101 (314) 342-3400 | |||||
Black Walnut Coal Company | Delaware | 68-0541705 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 | |||||
Bluegrass Coal Company | Delaware | 43-1540253 | 701 Market Street, Suite 710 St. Louis, MO 63101 (314) 342-3400 | |||||
BTU Empire Corporation | Delaware | 74-1869420 | 701 Market Street Suite 733 St. Louis, MO 63101 (314) 342-3400 | |||||
BTU Venezuela LLC | Delaware | 20-0766113 | 701 Market Street, Suite 719s St. Louis, MO 63101 (314) 342-3400 | |||||
Caballo Coal Company | Delaware | 83-0309633 | 1013 Boxelder Caller Box 3037 Gillette, WY 82717 (307) 687-6900 | |||||
Charles Coal Company | Delaware | 04-2698757 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Cleaton Coal Company | Delaware | 43-1887526 | 701 Market Street Suite 703 St. Louis, MO 63101 (314) 342-3400 | |||||
Coal Properties Corp. | Delaware | 04-2702708 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Coal Reserves Holding Limited Liability Company No. 1 | Delaware | 43-1922737 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 | |||||
Coal Reserves Holding Limited Liability Company No. 2 | Delaware | 43-1922735 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
COALSALES, LLC | Delaware | 20-1759740 | 701 Market Street Suite 831 St. Louis, MO 63101 (314) 342-3400 | |||||
COALSALES II, LLC f/k/a Peabody COALSALES Company | Delaware | 43-1610419 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 | |||||
COALTRADE International, LLC | Delaware | 20-1435716 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 | |||||
COALTRADE, LLC f/k/a Peabody COALTRADE, Inc. | Delaware | 43-1666743 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 | |||||
Colony Bay Coal Company | West Virginia | 55-0604613 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Colorado Yampa Coal Company | Delaware | 95-3761211 | 701 Market Street Suite 732 St. Louis, MO 63101 (314) 342-3400 | |||||
Cook Mountain Coal Company | Delaware | 55-0732291 | 202 Laidley Tower, P.O. Box 3506 Charleston, WV 25324 (304) 344-0300 | |||||
Cottonwood Land Company | Delaware | 43-1721982 | 301 N. Memorial Drive, Suite 334 St. Louis, MO 63102 (314) 342-7610 | |||||
Coulterville Coal Company, LLC f/k/a Williamsville Coal Company, LLC | Delaware | 20-0217834 | 701 Market Street Suite 723 St. Louis, MO 63101 (314) 342-3400 | |||||
Cyprus Creek Land Company | Delaware | 73-1625890 | 701 Market Street Suite 772 St. Louis, MO 63101 (314) 342-3400 | |||||
Cyprus Creek Land Resources, LLC | Delaware | 75-3058264 | 701 Market Street Suite 775 St. Louis, MO 63101 (314) 342-3400 | |||||
Dixon Mining Company, LLC | Kentucky | 62-1872287 | 435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002 | |||||
Dodge Hill Holding JV, LLC | Delaware | 05-0575436 | 435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002 | |||||
Dodge Hill Mining Company, LLC | Kentucky | 61-1378899 | 435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Dodge Hill of Kentucky, LLC | Delaware | 02-0697247 | 435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002 | |||||
EACC Camps, Inc. | West Virginia | 25-0600150 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Eagle Coal Company | Indiana | 35-1989964 | 414 South Fares Evansville, IN 47714 (812) 424-9000 | |||||
Eastern Associated Coal Corp. | West Virginia | 25-1125516 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Eastern Royalty Corp. | Delaware | 04-2698759 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Empire Marine, LLC | Indiana | 37-1272532 | 414 South Fares Evansville, IN 47714 (812) 424-9000 | |||||
Falcon Coal Company | Indiana | 35-2006760 | 414 South Fares Evansville, IN 47714 (812) 424-9000 | |||||
Gallo Finance Company | Delaware | 43-1823616 | 701 Market Street Suite 713 St. Louis, MO 63101 (314) 342-3400 | |||||
Gold Fields Chile, S.A. | Delaware | 13-3004607 | 14062 Denver West Parkway Suite 110 Golden, CO 63102 (303) 271-3600 | |||||
Gold Fields Mining, LLC f/k/a Gold Fields Mining Corporation | Delaware | 36-2079582 | 14062 Denver West Parkway Suite 110 Golden, CO 63102 (303) 271-3600 | |||||
Gold Fields Operating Co.-Ortiz | Delaware | 22-2204381 | 14062 Denver West Parkway Suite 110 Golden, CO 80401-3301 (303) 271-3600 | |||||
Grand Eagle Mining, Inc. | Kentucky | 61-1250622 | 19070 Highway 1078 South Henderson, KY 42420 (502) 546-7926 | |||||
Hayden Gulch Terminal, Inc. | Delaware | 86-0719481 | P.O. Box 882323 Steamboat Springs, CO 80488 (314) 342-3400 | |||||
Highland Mining Company | Delaware | 43-1869675 | 701 Market Street Suite 724 St. Louis, MO 63101 (314) 342-3400 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Highwall Mining Services Company | Delaware | 20-0010659 | 701 Market Street Suite 805 St. Louis, MO 63101 (314) 342-3400 | |||||
Hillside Mining Company | West Virginia | 55-0695451 | 202 Laidley Tower Charleston, WV 25324 (304) 340-1830 | |||||
HMC Mining, LLC | Delaware | 43-1875853 | 701 Market Street Suite 940 St. Louis, MO 63101 (314) 342-3400 | |||||
Independence Material Handling Company | Delaware | 43-1750064 | 701 Market Street, Suite 840 St. Louis, MO 63101 (314) 342-3400 | |||||
Indian Hill Company | Delaware | 20-0066123 | 701 Market Street Suite 706 St. Louis, MO 63101 (314) 342-3400 | |||||
Interior Holdings Corp. | Delaware | 43-1700075 | 701 Market Street, Suite 730 St. Louis, MO 63101-1826 (314) 342-3400 | |||||
James River Coal Terminal Company | Delaware | 55-0643770 | 701 Market Street, Suite 712 St. Louis, MO 63101-1826 (314) 342-3400 | |||||
Jarrell’s Branch Coal Company | Delaware | 73-1625894 | 701 Market Street Suite 774 St. Louis, MO 63101 (314) 342-3400 | |||||
Juniper Coal Company | Delaware | 43-1744675 | 701 Market Street, Suite 716 St. Louis, MO 63101-1826 (314) 342-3400 | |||||
Kanawha River Ventures I, LLC | West Virginia | 20-0089445 | P.O. Box 1233 Charleston, WV 25324 (304) 344-0300 | |||||
Kayenta Mobile Home Park, Inc. | Delaware | 86-0773596 | P.O. Box 605 Kayenta, AZ 86033 (928) 677-3201 | |||||
Logan Fork Coal Company | Delaware | 73-1625895 | 701 Market Street Suite 773 St. Louis, MO 63101 (314) 342-3400 | |||||
Martinka Coal Company | Delaware | 55-0716084 | 202 Laidley Tower, P.O. Box 815 Charleston, WV 25324-0004 (304) 344-0300 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Midco Supply and Equipment Corporation | Illinois | 43-6042249 | P.O. Box 14542 St. Louis, MO 63178 (314) 342-3400 | |||||
Midwest Coal Acquisition Corp. | Delaware | 20-0217640 | 701 Market Street Suite 722 St. Louis, MO 63101 (314) 342-3400 | |||||
Mountain View Coal Company | Delaware | 25-1474206 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25334-0004 (304) 344-0300 | |||||
Mustang Energy Company, L.L.C. | Delaware | 43-1898532 | 701 Market Street Suite 953 St. Louis, MO 63101 (314) 342-3400 | |||||
North Page Coal Corp. | West Virginia | 31-1210133 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25334-0004 (304) 344-0300 | |||||
Ohio County Coal Company | Kentucky | 61-1176239 | 19070 Highway 1078 South Henderson, KY 42420 (502) 546-7561 | |||||
Patriot Coal Company, L.P. | Delaware | 61-1258748 | 19070 Highway 1078 South Henderson, KY 42420 (502) 546-9430 | |||||
PDC Partnership Holdings, Inc. | Delaware | 20-0480135 | 701 Market Street, Suite 709 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody America, Inc. | Delaware | 93-1116066 | 701 Market Street, Suite 720 St. Louis, MO 63101-1826 (314) 342-3400 | |||||
Peabody Archveyor, L.L.C. | Delaware | 43-1898535 | 701 Market Street Suite 751 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Coal Company | Delaware | 13-2606920 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Development Company, LLC | Delaware | 43-1265557 | 301 North Memorial Drive Suite 300 St. Louis, MO 63102 (314) 342-7610 | |||||
Peabody Development Land Holdings, LLC | Delaware | 43-1869432 | 701 Market Street Suite 700 St. Louis, MO 63101 (314) 342-3400 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Peabody Energy Generation Holding Company | Delaware | 73-1625891 | St. Louis, MO 63101 701 Market Street Suite 930 (314) 342-3400 | |||||
Peabody Energy Investments, Inc. | Delaware | 68-0541702 | 701 Market Street Suite 717 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Energy Solutions, Inc. | Delaware | 43-1753832 | 701 Market Street, Suite 845 St. Louis, MO 63101 (314) 342-7600 | |||||
Peabody Holding Company, Inc. | New York | 13-2871045 | 701 Market Street, Suite 700 St. Louis, MO 63101-1826 (314) 342-3400 | |||||
Peabody Investments Corp. f/k/a BTU Worldwide, Inc. | Delaware | 20-0480084 | 701 Market Street St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Natural Gas, LLC | Delaware | 43-1890836 | 701 Market Street Suite 740 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Natural Resources Company | Delaware | 51-0332232 | 701 Market Street, Suite 718 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody PowerTree Investments, LLC | Delaware | 20-0116980 | 701 Market Street Suite 954 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Recreational Lands, L.L.C. | Delaware | 43-1898382 | 701 Market Street Suite 920 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Southwestern Coal Company | Delaware | 43-1898372 | St. Louis, MO 63101-1826 701 Market Street Suite 718 (314) 342-3400 | |||||
Peabody Terminals, Inc. | Delaware | 31-1035824 | 701 Market Street, Suite 712 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Venezuela Coal Corp. | Delaware | 43-1609813 | 701 Market Street, Suite 715 St. Louis, MO 63101-1826 (314) 342-3400 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Peabody-Waterside Development, L.L.C. | Delaware | 75-3098342 | 701 Market Street Suite 921 St. Louis, MO 63101 (314) 342-3400 | |||||
Peabody Western Coal Company | Delaware | 86-0766626 | P.O. Box 605 Kayenta, AZ 86033 (928) 677-3201 | |||||
PEC Equipment Company, LLC | Delaware | 20-0217950 | 701 Market Street Suite 726 St. Louis, MO 63101 (314) 342-3400 | |||||
PHC Acquisition Corp. | Delaware | 20-2561371 | 701 Market Street Suite 790 St. Louis, MO 63101 (314) 342-3400 | |||||
Pine Ridge Coal Company | Delaware | 55-0737187 | 202 Laidley Tower Charleston, WV 25324 (304) 344-0300 | |||||
Point Pleasant Dock Company, LLC | Delaware | 20-0117005 | 701 Market Street Suite 708 St. Louis, MO 63101 (314) 342-3400 | |||||
Pond Creek Land Resources, LLC | Delaware | 75-3058253 | 701 Market Street Suite 776 St. Louis, MO 63101 (314) 342-3400 | |||||
Pond River Land Company | Delaware | 73-1625893 | 701 Market Street Suite 771 St. Louis, MO 63101 (314) 342-3400 | |||||
Porcupine Production, LLC | Delaware | 43-1898379 | 701 Market Street Suite 700 St. Louis, MO 63101 (314) 342-3400 | |||||
Porcupine Transportation, LLC | Delaware | 43-1898380 | 701 Market Street Suite 700 St. Louis, MO 63101 (314) 342-3400 | |||||
Powder River Coal Company | Delaware | 43-0996010 | 1013 East Boxelder Gillette, WY 82718 (307) 687-6900 | |||||
Prairie State Generating Company, LLC | Delaware | 43-1941772 | 701 Market Street Suite 781 St. Louis, MO 63101 (314) 342-3400 | |||||
Randolph Land Holding Company, LLC | Delaware | 20-2139951 | 701 Market Street Suite 782 St. Louis, MO 63101 (314) 342-3400 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Rio Escondido Coal Corp. | Delaware | 74-2666822 | P.O. Box 66746 St. Louis, MO 63166 (314) 342-3400 | |||||
Rivers Edge Mining, Inc. | Delaware | 43-1898371 | 701 Market Street Suite 910 St. Louis, MO 63101 (314) 342-3400 | |||||
Riverview Terminal Company | Delaware | 13-2899722 | 14062 Denver West Parkway Suite 110 Golden, CO 80401-3301 (606) 739-5752 | |||||
Seneca Coal Company | Delaware | 84-1273892 | Drawer D Hayden, CO 81639 (970) 276-3707 | |||||
Sentry Mining Company | Delaware | 43-1540251 | 701 Market Street, Suite 701 St. Louis, MO 63101-1826 (314) 342-3400 | |||||
Shoshone Coal Corporation | Delaware | 25-1336898 | 701 Market Street Suite 734 St. Louis, MO 63101 (314) 342-3400 | |||||
Snowberry Land Company | Delaware | 43-1721980 | 301 N. Memorial Drive, Suite 333 St. Louis, MO 63102 (314) 342-3400 | |||||
Star Lake Energy Company, L.L.C. | Delaware | 43-1898533 | 701 Market Street 6th Floor — Suite 951 St. Louis, MO 63101 (314) 342-3400 | |||||
Sterling Smokeless Coal Company | West Virginia | 55-0463558 | 202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (314) 344-0300 | |||||
Sugar Camp Properties | Indiana | 35-2130006 | 414 South Fares Evansville, IN 47714 (812) 424-9000 | |||||
Thoroughbred, L.L.C. | Delaware | 43-1686687 | 701 Market Street Suite 815 St. Louis, MO 63101 (314) 342-3400 | |||||
Thoroughbred Generating Company, L.L.C. | Delaware | 43-1898534 | 701 Market Street Suite 780 St. Louis, MO 63101 (314) 342-3400 | |||||
Thoroughbred Mining Company, L.L.C. | Delaware | 73-1625889 | 701 Market Street Suite 721 St. Louis, MO 63101 (314) 342-3400 |
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Address, Including Zip Code, | ||||||||
State or Other | and Telephone Number, | |||||||
Jurisdiction of | IRS Employer | Including Area Code, of | ||||||
Exact Name of Registrant | Incorporation or | Identification | Registrant’s Principal | |||||
as Specified in its Charter | Organization | Number | Executive Offices | |||||
Twentymile Coal Company | Delaware | 95-3811846 | 701 Market Street Suite 731 St. Louis, MO 63101 (314) 342-3400 | |||||
Union County Coal Co., LLC | Kentucky | 74-3096591 | 435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002 | |||||
Yankeetown Dock Corporation | Indiana | 35-0923438 | P.O. Box 159 Newburgh, IN 47629-0159 (812) 853-3387 |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. |
• | unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities, senior subordinated debt securities or subordinated debt securities, | |
• | common stock, | |
• | preferred stock, | |
• | warrants, and | |
• | units, |
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Opinion and Consent of Simpson Thacher & Bartlett LLP | ||||||||
Statement of Computation of Ratios | ||||||||
Consent of Ernst & Young LLP |
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• | growth of domestic and international coal and power markets; | |
• | coal’s market share of electricity generation; | |
• | future worldwide economic conditions; | |
• | economic and political stability of countries in which we have operations or serve customers; | |
• | weather; | |
• | transportation performance and costs, including demurrage; | |
• | ability to renew sales contracts; | |
• | successful implementation of business strategies; | |
• | regulatory and court decisions; | |
• | future legislation; | |
• | variation in revenues related to synthetic fuel production; | |
• | changes in postretirement benefit and pension obligations; | |
• | labor relations and availability; | |
• | availability and costs of credit, surety bonds and letters of credit; | |
• | the effects of changes in currency exchange rates; | |
• | price volatility and demand, particularly in higher-margin products; | |
• | risks associated with customers; | |
• | reductions of purchases by major customers; | |
• | geology and equipment risks inherent to mining; | |
• | terrorist attacks or threats; | |
• | performance of contractors or third party coal suppliers; | |
• | replacement of reserves; | |
• | implementation of new accounting standards; | |
• | inflationary trends, including those impacting materials used in our business; | |
• | the effects of interest rate changes; | |
• | the effects of acquisitions or divestitures; | |
• | changes to contribution requirements to multi-employer benefit funds; and | |
• | other factors, including those discussed in “Risk Factors.” |
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• | common stock; | |
• | debt securities; | |
• | preferred stock; | |
• | warrants; and | |
• | units. |
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• | Abundant: Coal makes up more than 85% of fossil fuel reserves in the United States. The nation has an estimated 250-year supply of coal, based on current usage rates. | |
• | Low-Cost: At an average delivered price of approximately $1.35 per million British thermal units, or Btu, in 2004, coal’s cost advantage over natural gas is significant. The delivered price of natural gas averaged approximately $5.58 per million Btu during the same period. In 2003, the delivered price per million Btu was $1.28, versus $5.37 per million Btu for natural gas. | |
• | Increasingly Clean: Aggregate emissions from U.S. coal-fueled plants have declined significantly since 1970, even as coal consumption by electricity generators has more than tripled. |
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If a substantial portion of our long-term coal supply agreements terminate, our revenues and operating profits could suffer if we were unable to find alternate buyers willing to purchase our coal on comparable terms to those in our contracts. |
The loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues. |
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Our financial performance could be adversely affected by our substantial debt. |
• | making it more difficult for us to pay interest and satisfy our debt obligations; | |
• | increasing our vulnerability to general adverse economic and industry conditions; | |
• | requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of the cash flow to fund working capital, capital expenditures or other general corporate uses; | |
• | limiting our ability to obtain additional financing to fund future working capital, capital expenditures or other general corporate requirements; | |
• | limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry; and | |
• | placing us at a competitive disadvantage compared to less leveraged competitors. |
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If transportation for our coal becomes unavailable or uneconomic for our customers, our ability to sell coal could suffer. |
Risks inherent to mining could increase the cost of operating our business. |
Our mining operations are extensively regulated, which imposes significant costs on us, and future regulations could increase those costs or limit our ability to produce coal. |
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Our expenditures for postretirement benefit and pension obligations could be materially higher than we have predicted if our underlying assumptions prove to be incorrect. |
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Our future success depends upon our ability to continue acquiring and developing coal reserves that are economically recoverable. |
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A decrease in the production of our metallurgical coal (or other high-margin products) or a decrease in the price of metallurgical coal (or other high-margin products) could decrease our anticipated profitability. |
An inability of contract miner or brokerage sources to fulfill the delivery terms of their contracts with us could reduce our profitability. |
If the coal industry experiences overcapacity in the future, our profitability could be impaired. |
We could be negatively affected if we fail to maintain satisfactory labor relations. |
United States |
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Australia |
Our operations could be adversely affected if we fail to appropriately secure our obligations. |
• | lack of availability, higher expense or unfavorable market terms of new surety bonds; | |
• | restrictions on the availability of collateral for current and future third-party surety bond issuers under the terms of our indenture or new credit facility; and | |
• | the exercise by third-party surety bond issuers of their right to refuse to renew the surety. |
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Our ability to operate our company effectively could be impaired if we lose key personnel or fail to attract qualified personnel. |
Terrorist attacks and threats, escalation of military activity in response to such attacks or acts of war may negatively affect our business, financial condition and results of operations. |
Our ability to collect payments from our customers could be impaired if their creditworthiness deteriorates. |
Our certificate of incorporation and by-laws include provisions that may discourage a takeover attempt. |
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Nine Months | Quarter | |||||||||||||||||||||||
Year Ended | Ended | Year Ended | Year Ended | Year Ended | Ended | |||||||||||||||||||
March 31, | December 31, | December 31, | December 31, | December 31, | March 31, | |||||||||||||||||||
2001 | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||
Ratio of Earnings to Fixed Charges (unaudited)(1) | 1.63 | x | 1.23 | x | 1.50 | x | 0.98 | x | 2.04 | x | 2.43 | x |
(1) | Earnings were insufficient to cover fixed charges by $3.2 million for the year ended December 31, 2003. Excluding $53.5 million of early debt extinguishment costs incurred in the year ended December 31, 2003, the ratio of earnings to fixed charges was 1.34x during this period. |
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• | designation, amount and denominations; | |
• | percentage of principal amount at which the debt securities will be issued; | |
• | maturity date; | |
• | interest rate and payment dates; | |
• | terms and conditions of exchanging or converting debt securities for other securities; | |
• | the currency or currencies in which the debt securities may be issued; | |
• | redemption terms; | |
• | whether the debt securities will be guaranteed by our subsidiaries; | |
• | whether the debt securities and/or any guarantees will be senior, senior subordinated or subordinated; and | |
• | any other specific terms of the debt securities, including any deleted, modified or additional events of default or remedies or additional covenants provided with respect to the debt securities, and any terms that may be required by or advisable under applicable laws or regulations. |
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• | the surviving corporation assumes all of our obligations under the applicable Indenture; | |
• | at the time of such transaction, no event of default, and no event that, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and |
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• | certain other conditions are met. |
• | change the stated maturity date of the principal of, or any installment of interest on, any of the holder’s debt securities; | |
• | reduce the principal amount of, or the interest (or premium, if any) on, the debt security (including, in the case of a discounted debt security, the amount payable upon acceleration of maturity or provable in bankruptcy); | |
• | change the currency of payment of the debt security; | |
• | impair the right to institute suit for the enforcement of any payment on the debt security or adversely affect the right of repayment, if any, at the option of the holder; | |
• | reduce the percentage of holders of debt securities necessary to modify or amend the applicable Indenture or to waive any past default; | |
• | release a guarantor from its obligations under its guarantee, other than in accordance with the terms thereof; or | |
• | modify our obligations to maintain an office or agency in New York City; |
• | evidence the assumption by a successor entity of the obligations of the obligor under the applicable Indenture; | |
• | convey security for the debt securities to US Bank National Association; | |
• | add covenants, restrictions or conditions for the protection of the debt security holders; | |
• | provide for the issuance of debt securities in coupon or fully registered form; | |
• | establish the form or terms of debt securities of any series; | |
• | cure any ambiguity or correct any defect in an Indenture that does not adversely affect the interests of a holder; | |
• | evidence the appointment of a successor trustee or more than one trustee; | |
• | surrender any right or power conferred upon us; | |
• | comply with the requirements of the SEC in order to maintain the qualification of the applicable Indenture under the Trust Indenture Act of 1939, as amended; | |
• | add or modifying any other provisions with respect to matters or questions arising under an Indenture that we and US Bank National Association may deem necessary or desirable and that will not adversely affect the interests of holders of debt securities; | |
• | modify the existing covenants and events of default solely in respect of, or add new covenants or events of default that apply solely to, debt securities not yet issued and outstanding; or |
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• | to provide for guarantees of the debt securities and to specify the ranking of the obligations of the guarantors under their respective guarantees. |
• | failure to pay interest on a debt security for 30 days; | |
• | failure to pay principal and premium, if any, when due; | |
• | failure to pay or satisfy a sinking fund installment when due; | |
• | by Peabody Energy Corporation or by a guarantor of the debt securities to perform any other covenant in the applicable Indenture that continues for 60 days after receipt of notice; | |
• | certain events in bankruptcy, insolvency or reorganization; or | |
• | a guarantee being held in any judicial proceeding to be unenforceable or invalid. |
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• | register the represented debt securities in their names; | |
• | receive physical delivery of the debt securities; or | |
• | be considered the owners or holders of the global security under the applicable Indenture. |
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• | the designation of the series; | |
• | the number of shares of the series, which our board may, except where otherwise provided in the preferred stock or series common stock designation, increase or decrease, but not below the number of shares then outstanding; |
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• | whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; | |
• | the dates at which dividends, if any, will be payable; | |
• | the redemption rights and price or prices, if any, for shares of the series; | |
• | the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; | |
• | the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company; | |
• | whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; | |
• | restrictions on the issuance of shares of the same series or of any other class or series; and | |
• | the voting rights, if any, of the holders of the series. |
Delaware Law |
• | prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or | |
• | at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder. |
Certificate of Incorporation; By-laws |
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Rights Agreement |
(1) 10 days following a public announcement that a person or group of affiliated or associated persons have acquired beneficial ownership of 15% or more of our outstanding common stock; or | |
(2) 10 business days (or such later date as may be determined by action of our board of directors prior to such time as any person or group of affiliated persons acquires beneficial ownership of 15% or more of our outstanding common stock) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of our outstanding common stock. |
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Registrar and Transfer Agent |
Listing |
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• | the title of the warrants; | |
• | the aggregate number of warrants offered; | |
• | the price or prices at which the warrants will be issued; | |
• | the currency or currencies, including composite currencies, in which the prices of the warrants may be payable; | |
• | the designation, number and terms of the debt securities, common stock, preferred stock or other securities or rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies or indices, purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted; the exercise price of the warrants and the currency or currencies, including composite currencies, in which such price is payable; | |
• | the dates or periods during which the warrants are exercisable; | |
• | the designation and terms of any securities with which the warrants are issued as a unit; | |
• | if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable; | |
• | if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated; | |
• | any minimum or maximum amount of warrants that may be exercised at any one time; | |
• | any terms relating to the modification of the warrants; and | |
• | any other terms of the warrants, including terms, procedures and limitations relating to the transferability, exchange, exercise or redemption of the warrants. |
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• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately; | |
• | a description of the terms of any unit agreement governing the units; | |
• | a description of the provisions for the payment, settlement, transfer or exchange of the units; and | |
• | whether the units will be issued in fully registered or global form. |
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Scheduled Repayment | ||||
Year | of Term Loans | |||
2004 | $ | 1,250,000 | ||
2005 | 6,250,000 | |||
2006 | 10,625,000 | |||
2007 | 13,125,000 | |||
2008 | 15,000,000 | |||
2009 | 303,750,000 | |||
Termination Date | 100,000,000 |
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• | to or through underwriting syndicates represented by managing underwriters; | |
• | through one or more underwriters without a syndicate for them to offer and sell to the public; | |
• | through dealers or agents; or | |
• | to one or more purchasers directly. |
• | the name or names of any underwriters, dealers or agents involved in the sale of the offered securities; | |
• | the purchase price and the proceeds to us from that sale; | |
• | any underwriting discounts, commissions agents’ fees and other items constituting underwriters’ or agents’ compensation; | |
• | any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and | |
• | any securities exchanges on which the offered securities may be listed. |
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• | Annual report on Form 10-K for the year ended December 31, 2004, as filed on March 16, 2005; | |
• | Quarterly report on Form 10-Q for the quarter ended March 31, 2005, as filed on May 6, 2005; and | |
• | Current Reports on Form 8-K filed with the SEC on January 7, 2005, February 16, 2005, March 4, 2005, March 7, 2005, March 8, 2005, April 8, 2005, April, 14, 2005 and May 4, 2005. |
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Item 14. | Other Expenses of Issuance and Distribution. |
Securities and Exchange Commission registration fee | $ | 353,100 | ||
Legal fees and expenses | 250,000 | |||
Accounting fees and expenses | 25,000 | |||
Trustees’ fees and expenses | 50,000 | |||
Printing and engraving fees | 100,000 | |||
Blue Sky fees and expenses | 15,000 | |||
Miscellaneous expenses | 55,000 | |||
Total | $ | 848,100 |
Item 15. | Indemnification of Directors and Officers. |
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Exhibit | ||||
No. | Description of Exhibit | |||
1 | .1** | Form of Underwriting Agreement (Debt) | ||
1 | .2** | Form of Underwriting Agreement (Equity) | ||
1 | .3** | Form of Underwriting Agreement (Preferred Stock) | ||
1 | .4** | Form of Underwriting Agreement (Units) | ||
1 | .5** | Form of Underwriting Agreement (Warrants) | ||
4 | .1 | Rights Agreement, dated as of July 24, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent (which includes the form of Certificate of Designations of Series A Junior Preferred Stock of the Company as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | ||
4 | .2 | Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, filed with the Secretary of State of the State of Delaware on July 24, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | ||
4 | .3 | Specimen of stock certificate representing the Registrant’s common stock, $.01 par value (incorporated by reference to Exhibit 4.13 of the Registrant’s Form S-1/A Registration Statement No. 333-55412, filed on May 1, 2002) | ||
4 | .4 | 67/8% Senior Notes Due 2013 Indenture dated as of March 21, 2003 between the Registrant and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.27 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003) | ||
4 | .5 | 67/8% Senior Notes Due 2013 First Supplemental Indenture dated as of May 7, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-4 Registration Statement No. 333-106208, filed on June 17, 2003) | ||
4 | .6 | 67/8% Senior Notes Due 2013 Second Supplemental Indenture dated as of September 30, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.198 of the Registrant’s Form S-3 Registration Statement No. 333-109906, filed on October 22, 2003) | ||
4 | .7 | 67/8% Senior Notes Due 2013 Third Supplemental Indenture, dated as of February 24, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.211 of the Registrant’s Form S-3/ A Registration Statement No. 333-109906, filed on March 4, 2004) |
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Exhibit | ||||
No. | Description of Exhibit | |||
4 | .8 | 67/8% Senior Notes Due 2013 Fourth Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 10.57 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | ||
4 | .9 | 67/8% Senior Notes Due 2013 Fifth Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | ||
4 | .10 | 67/8% Senior Notes Due 2013 Sixth Supplemental Indenture dated as of January 20, 2005, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) | ||
4 | .11 | 57/8% Senior Notes Due 2016 Indenture dated as of March 19, 2004 between the Registrant and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.12 of the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2004, filed on May 10, 2004) | ||
4 | .12 | 57/8% Senior Notes Due 2016 First Supplemental Indenture dated as of March 23, 2004 between the Registrant and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated March 23, 2004) | ||
4 | .13 | 57/8% Senior Notes Due 2016 Second Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 10.58 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | ||
4 | .14 | 57/8% Senior Notes Due 2016 Third Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | ||
4 | .15 | 57/8% Senior Notes Due 2016 Fourth Supplemental Indenture, dated as of January 20, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) | ||
4 | .16** | Form of Senior Indenture | ||
4 | .17** | Form of Subordinated Indenture | ||
4 | .18** | Form of Senior Security | ||
4 | .19** | Form of Subordinated Security | ||
4 | .20** | Form of Warrant Agreement | ||
4 | .21** | Form of preferred stock share certificate | ||
5* | Opinion of Simpson Thacher & Bartlett LLP | |||
12* | Statement of computation of ratios | |||
23 | .1* | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5) | ||
23 | .2* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||
24 | Power of Attorney (included on signature pages) | |||
25** | Statement of Eligibility of Trustee |
* | Filed herewith |
** | To be filed with a subsequent 8-K |
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Item 17. | Undertakings. |
(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Act”); | |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; | |
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and | |
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering. | |
(d) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such |
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indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. | |
(e) The undersigned registrant hereby undertakes that: |
(1) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. | |
(2) For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
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PEABODY ENERGY CORPORATION |
BY: | /s/ IRL F. ENGELHARDT |
Irl F. Engelhardt | |
Chief Executive Officer |
Signature | Title | |||
/s/IRL F. ENGELHARDT | Chairman, Chief Executive Officer and Director (Principal Executive Officer) | |||
/s/RICHARD A. NAVARRE | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||
/s/GREGORY H. BOYCE | President and Chief Operating Officer and Director | |||
/s/B. R. BROWN | Director | |||
/s/WILLIAM A. COLEY | Director |
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Signature | Title | |||
/s/HENRY GIVENS, JR. PH.D | Director | |||
/s/WILLIAM E. JAMES | Director | |||
/s/ROBERT B. KARN III | Director | |||
/s/HENRY E. LENTZ | Director | |||
/s/WILLIAM C. RUSNACK | Director | |||
/s/JAMES R. SCHLESINGER | Director | |||
/s/BLANCHE M. TOUHILL | Director | |||
/s/SANDRA VAN TREASE | Director | |||
/s/ALAN H. WASHKOWITZ | Director |
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AFFINITY MINING COMPANY | |
CHARLES COAL COMPANY | |
EACC CAMPS, INC. | |
HILLSIDE MINING COMPANY | |
MARTINKA COAL COMPANY |
By: | /s/ JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/ JIRI NEMEC | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ GREGORY BOYCE | Director | |||
/s/ RICHARD NAVARRE | Director |
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AMERICAN LAND HOLDINGS OF INDIANA, LLC | |
By: PEABODY INVESTMENTS CORP. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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APPALACHIA MINE SERVICES, LLC | |
By: PEABODY HOLDING COMPANY, INC. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ JIRI NEMEC | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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ARCLAR COMPANY, LLC |
By: | BLACK BEAUTY COAL COMPANY as Member | |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
By: | PEABODY HOLDING COMPANY, INC. as Member | |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ MARK CAVINDER | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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ARID OPERATIONS INC. | |
COTTONWOOD LAND COMPANY | |
GOLD FIELDS CHILE, S.A. | |
INDEPENDENCE MATERIAL HANDLING | |
COMPANY | |
PEABODY AMERICA, INC. | |
PEABODY VENEZUELA COAL CORP. |
By: | /s/ R.B. WALCOTT, JR. |
R.B. Walcott, Jr. | |
President |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director |
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BEAVER DAM COAL COMPANY |
By: | /s/ J.C. SEVEM |
J.C. Sevem | |
President |
Signature | Title | |||
/s/ J.C. SEVEM | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ L.B. STOTTLEMYRE | Director | |||
/s/ F.D. PALMER | Director |
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BIG RIDGE, INC. |
By: | /s/ MARK CAVINDER |
Mark Cavinder | |
President |
Signature | Title | |||
/s/ MARK CAVINDER | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director | |||
/s/ F.D. PALMER | Director | |||
/s/ L.B. STOTTLEMYRE | Director |
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BIG SKY COAL COMPANY |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ GREGORY H. BOYCE | Director | |||
/s/ RICHARD NAVARRE | Director | |||
/s/ KEMAL WILLIAMSON | Director | |||
/s/ MARK YINGLING | Director |
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BLACK BEAUTY COAL COMPANY | |
By: BLACK BEAUTY RESOURCES, INC. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer | |
By: THOROUGHBRED, L.L.C. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ BRYAN GALLI | President — CEO | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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BLACK BEAUTY EQUIPMENT COMPANY | |
EAGLE COAL COMPANY | |
FALCON COAL COMPANY | |
By: BLACK BEAUTY RESOURCES, INC. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer | |
By: THOROUGHBRED, L.L.C. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ BRYAN GALLI | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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BLACK BEAUTY HOLDING COMPANY, LLC | |
MUSTANG ENERGY COMPANY, L.L.C. | |
STAR LAKE ENERGY COMPANY, L.L.C. |
By: | PEABODY INVESTMENTS CORPORATION |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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BLACK BEAUTY MINING, INC. | |
BLACK BEAUTY RESOURCES, INC. | |
BLACK BEAUTY UNDERGROUND, INC. |
By: | /s/ BRYAN GALLI |
Bryan Galli | |
President |
Signature | Title | |||
/s/BRYAN GALLI | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.A. NAVARRE | Director | |||
/s/ R.B. WALCOTT, JR. | Director | |||
/s/L.B. STOTTLEMYRE | Director |
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BLACK HILLS MINING COMPANY, LLC |
By: | PEABODY INVESTMENTS CORP. |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ CHARLES A. EBETINO, JR. | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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BLACK STALLION COAL COMPANY, LLC |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ G. W. HALSTEAD | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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BLACK WALNUT COAL COMPANY |
By: | /s/ G.W. HALSTEAD |
G.W. Halstead | |
President |
Signature | Title | |||
/s/ G.W. HALSTEAD | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director | |||
/s/ R.B. WALCOTT, JR. | Director |
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BLUEGRASS COAL COMPANY | |
GRAND EAGLE MINING, INC. | |
OHIO COUNTY COAL COMPANY | |
SENTRY MINING COMPANY |
By: | /s/ KENNETH E. ALLEN |
Kenneth E. Allen | |
President |
Signature | Title | |||
/s/ KENNETH E. ALLEN | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director |
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BTU EMPIRE CORPORATION |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ CHARLES BURGGRAF | Director | |||
/s/ GREGORY BOYCE | Director |
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BTU VENEZUELA LLC |
By: | PEABODY INVESTMENTS CORP. |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ IRL F. ENGELHARDT | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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CABALLO COAL COMPANY | |
POWDER RIVER COAL COMPANY |
By: | /s/ KEMAL WILLIAMSON |
Kemal Williamson | |
President |
Signature | Title | |||
/s/ KEMAL WILLIAMSON | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director | |||
/s/ GREGORY H. BOYCE | Director |
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CLEATON COAL COMPANY |
By: | /s/ BRYAN GALLI |
Bryan Galli | |
President |
Signature | Title | |||
/s/ BRYAN GALLI | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director |
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COAL PROPERTIES CORP. |
By: | /s/ JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/ JIRI NEMEC | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director |
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COAL RESERVES HOLDING LIMITED LIABILITY COMPANY NO. 1 | |
By: COTTONWOOD LAND COMPANY, Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
By: | PEABODY DEVELOPMENT COMPANY, LLC, Member | |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
By: | PEABODY DEVELOPMENT LAND HOLDINGS, LLC, Member | |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ RICHARD NAVARRE | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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COAL RESERVES HOLDING LIMITED LIABILITY COMPANY NO. 2 | |
By: MARTINKA COAL COMPANY, Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer | |
By: PEABODY COAL COMPANY, Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ RICHARD NAVARRE | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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COALSALES, LLC |
By: | PEABODY INVESTMENTS CORP. |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ R. M. WHITING | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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COALSALES II, LLC |
By: | PEABODY HOLDING COMPANY, INC. |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ R. M. WHITING | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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COALTRADE INTERNATIONAL, LLC |
By: | PEABODY INVESTMENTS, CORP. |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ MICHAEL ALTRUDO | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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COALTRADE, LLC |
By: | /s/ COALSALES II, LLC |
As Sole Member | |
/s/WALTER L. HAWKINS, JR. | |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ STEVE MILLER | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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COLONY BAY COAL COMPANY | |
BY: CHARLES COAL COMPANY |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer | |
By: EASTERN ASSOCIATED COAL CORP. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ JIRI NEMEC | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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COLORADO YAMPA COAL COMPANY | |
SHOSHONE COAL CORPORATION |
By: | /s/ CHARLES BURGGRAF |
Charles Burggraf. | |
President |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ CHARLES BURGGRAF | President and Director | |||
/s/ GREGORY BOYCE | Director |
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COOK MOUNTAIN COAL COMPANY |
By: | /s/ JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/ JIRI NEMEC | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ RICHARD NAVARRE | Director | |||
/s/ GREGORY H. BOYCE | Director |
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COULTERVILLE COAL COMPANY, LLC |
BY: | MIDWEST COAL ACQUISITION CORP. |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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CYPRUS CREEK LAND COMPANY |
By: | /s/ R.B. WALCOTT, JR. |
R.B. Walcott, Jr. | |
President |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director | |||
/s/ J.C. SEVEM | Director |
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CYPRUS CREEK LAND RESOURCES, LLC | |
PORCUPINE PRODUCTION, LLC | |
PORCUPINE TRANSPORTATION, LLC |
By: | PEABODY DEVELOPMENT COMPANY, LLC |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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DIXON MINING COMPANY, LLC | |
DODGE HILL OF KENTUCKY, LLC |
By: | DODGE HILL HOLDING JV, LLC |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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DODGE HILL HOLDING JV, LLC |
By: | INDIAN HILL COMPANY |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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DODGE HILL MINING COMPANY, LLC |
By: | DODGE HILL OF KENTUCKY, LLC |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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EASTERN ASSOCIATED COAL CORP. | |
PINE RIDGE COAL COMPANY |
By: | /s/ JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/ JIRI NEMEC | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ RICHARD NAVARRE | Director | |||
/s/ GREGORY H. BOYCE | Director |
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EASTERN ROYALTY CORP. |
By: | /s/ JAMES C. SEVEM |
James C. Sevem | |
President |
Signature | Title | |||
/s/ JAMES C. SEVEM | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ RICHARD NAVARRE | Director | |||
/s/ GREGORY H. BOYCE | Director | |||
/s/ G. HALSTEAD | Director | |||
/s/ RICHARD ROBISON | Director |
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EMPIRE MARINE, LLC |
BY: | ARCLAR COMPANY, LLC |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ BRYAN GALLI | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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GALLO FINANCE COMPANY |
By: | /s/ WALTER L. HAWKINS, JR. |
______________________________________ Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | Vice President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ G. HOLWAY | Director |
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GOLD FIELDS MINING, LLC |
By: | PEABODY INVESTMENTS CORP |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
President |
Signature | Title | |||
/s/ R. B. WALCOTT, JR. | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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GOLD FIELDS OPERATING CO. — ORTIZ |
By: | /s/ R.B. WALCOTT, JR. |
R.B. Walcott, Jr. | |
President |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director | |||
/s/ C.C. KENNEDY | Director |
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HAYDEN GULCH TERMINAL, INC. | |
HIGHWALL MINING SERVICES COMPANY |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director |
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HIGHLAND MINING COMPANY | |
PEABODY COAL COMPANY |
By: | /s/ JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/ JIRI NEMEC | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ F.D. PALMER | Director |
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HMC MINING, LLC |
By: | PEABODY HOLDING COMPANY, INC. |
As Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ G. HALSTEAD | President |
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INDIAN HILL COMPANY |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ CHARLES A. EBETINO, JR. | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ BRYAN GALLI | Director | |||
/s/ L. STOTTLEMYRE | Director |
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INTERIOR HOLDINGS CORP. |
BY: | /s/ Irl F. ENGELHARDT |
Irl F. Engelhardt | |
President |
Signature | Title | |||
/s/ Irl F. ENGELHARDT | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director |
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JAMES RIVER COAL TERMINAL COMPANY | |
PEABODY ENERGY SOLUTIONS, INC. | |
PEABODY TERMINALS, INC. |
BY: | /s/ R.M. WHITING |
R.M. Whiting | |
President |
Signature | Title | |||
/s/ R.M. WHITING | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.B. WALCOTT, JR. | Director | |||
/s/ R.A. NAVARRE | Director |
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JARRELL’S BRANCH COAL COMPANY | |
LOGAN FORK COAL COMPANY |
By: | /s/ JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/ JIRI NEMEC | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ F.D. PALMER | Director |
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JUNIPER COAL COMPANY |
By: | /s/ R.B. WALCOTT, JR. |
R.B. Walcott, Jr. | |
President |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ R.A. NAVARRE | Director | |||
/s/ RICHARD ROBINSON | Director |
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KANAWHA RIVER VENTURES I, LLC |
By: | SNOWBERRY LAND COMPANY |
as Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/ JIRI NEMEC | President | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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KAYENTA MOBILE HOME PARK, INC. |
By: | /s/R.M. WHITING |
R.M. Whiting | |
President |
Signature | Title | |||
/s/R.M. WHITING | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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MIDCO SUPPLY AND EQUIPMENT CORPORATION |
By: | /s/G.J. HOLWAY |
G.J. Holway | |
President |
Signature | Title | |||
/s/G.J. HOLWAY | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.A. NAVARRE | Director | |||
/s/R.B. WALCOTT, JR. | Director |
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MIDWEST COAL ACQUISITION CORP. |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.A. NAVARRE | Director |
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MOUNTAIN VIEW COAL COMPANY | |
NORTH PAGE COAL CORP. |
By: | /s/JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/JIRI NEMEC | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/RICHARD NAVARRE | Director | |||
/s/GREGORY H. BOYCE | Director |
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PATRIOT COAL COMPANY, L.P. | |
BY: SENTRY MINING COMPANY |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer | |
By: BLUEGRASS COAL COMPANY |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/KENNETH ALLEN | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PDC PARTNERSHIP HOLDINGS, INC. |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/RICHARD A. NAVARRE | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.B. WALCOTT, JR. | Director | |||
/s/GREGORY H. BOYCE | Director |
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PEABODY ARCHVEYOR, L.L.C. |
By: | GOLD FIELD MINING, LLC |
as Sole Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY DEVELOPMENT COMPANY, LLC |
By: | /s/ PEABODY HOLDING COMPANY, INC. |
as Sole Memeber | |
Walter L. Hawkins, Jr. | |
Vice President and Treasure |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY DEVELOPMENT LAND HOLDINGS, LLC |
By: | PEABODY DEVELOPMENT COMPANY, LLC |
as Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
By: | PEABODY HOLDING COMPANY, INC. |
as Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY ENERGY GENERATION HOLDING | |
COMPANY |
By: | /s/ RICK BOWEN |
Rick Bowen | |
President |
Signature | Title | |||
/s/RICK BOWEN | Director | |||
/s/R.B. WALCOTT, JR. | Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.A. NAVARRE | Director | |||
/s/J.A. WILLIAMS | Director |
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PEABODY ENERGY INVESTMENTS, INC. |
By: | /s/D.K. TICKNER |
D.K. Tickner | |
President |
Signature | Title | |||
/s/D.K. TICKNER | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.B. WALCOTT, JR. | Director | |||
/s/R.A. NAVARRE | Director | |||
/s/J.C. SEVEM | Director |
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PEABODY HOLDING COMPANY, INC. |
By: | /s/ IRL F. ENGELHARDT |
Irl F. Engelhardt | |
Chairman and Chief Executive Officer |
Signature | Title | |||
/s/IRL F. ENGELHARDT | Chairman, Chief Executive Officer and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/GREGORY H. BOYCE | Director, President and Chief Operating Officer | |||
/s/RICHARD NAVARRE | Director |
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PEABODY INVESTMENTS CORP. |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/IRL F. ENGELHARDT | Chairman, Chief Executive Officer and Director | |||
/s/RICHARD A. NAVARRE | Executive Vice President and Chief Financial Officer | |||
/s/R.B. WALCOTT, JR. | Executive Vice President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/GREGORY H. BOYCE | Director |
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PEABODY NATURAL GAS, LLC |
By: | PEABODY HOLDING COMPANY, INC. |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY NATURAL RESOURCES COMPANY |
BY: | /s/ R.B. WALCOTT, JR. |
R.B. WALCOTT, JR. | |
President |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.A. NAVARRE | Director |
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PEABODY POWERTREE INVESTMENTS, LLC |
By: | PEABODY INVESTMENTS CORP. |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/F.D. PALMER | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY RECREATIONAL LANDS, L.L.C. |
BY: | PEABODY DEVELOPMENT COMPANY, LLC |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/KENNETH E. ALLEN | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY SOUTHWESTERN COAL COMPANY |
BY: | /s/ G. BRADLEY BROWN |
G. BRADLEY BROWN | |
Vice President |
Signature | Title | |||
/s/G. BRADLEY BROWN | Vice President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY-WATERSIDE DEVELOPMENT, L.L.C. |
By: | PEABODY DEVELOPMENT COMPANY, LLC |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/T.L. BETHEL | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEABODY WESTERN COAL COMPANY |
By: | /s/ R.M. WHITING |
R.M. Whiting | |
President |
Signature | Title | |||
/s/R.M. WHITING | Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PEC EQUIPMENT COMPANY, LLC |
By: | PEABODY INVESTMENTS CORP. |
as Sole Member |
By: | /s/ WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.A. NAVARRE | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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PHC ACQUISITION CORP. |
By: | /s/GREGORY H. BOYCE |
Gregory H. Boyce | |
President |
Signature | Title | |||
/s/GREGORY H. BOYCE | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/RICHARD NAVARRE | Director |
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POINT PLEASANT DOCK COMPANY, LLC |
By: | PEABODY INVESTMENTS CORP |
as Sole Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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POND CREEK LAND RESOURCES, LLC |
By: | PEABODY COAL COMPANY |
as Sole Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/JIRI NEMEC | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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POND RIVER LAND COMPANY |
By: | /s/ R.B. WALCOTT, JR. |
R.B. Walcott, Jr. | |
President and Director |
Signature | Title | |||
/s/ R.B. WALCOTT, JR. | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ RICHARD A. NAVARRE | Director | |||
/s/JAMES SEVEM | Director |
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PRAIRIE STATE GENERATING COMPANY, LLC |
By: | PEABODY INVESTMENTS CORP. |
as Sole Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/COLIN M. KELLY | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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RANDOLPH LAND HOLDING COMPANY LLC |
By: | PEABODY INVESTMENTS CORP. |
As Sole Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.B. WALCOTT, JR. | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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RIO ESCONDIDO COAL CORP. | |
/s/WALTER L. HAWKINS, JR. | |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.A. NAVARRE | Director |
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RIVERS EDGE MINING, INC. |
By: | /s/JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/JIRI NEMEC | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/GREGORY H. BOYCE | Director | |||
/s/RICHARD NAVARRE | Director |
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RIVERVIEW TERMINAL COMPANY |
By: | /s/STEPHEN L. MILLER |
Stephen L. Miller | |
President |
Signature | Title | |||
/s/STEPHEN L. MILLER | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.B. WALCOTT, JR. | Director | |||
/s/R.A. NAVARRE | Director | |||
/s/C. KENNEDY | Director |
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SENECA COAL COMPANY |
By: | /s/CHARLES BURGGRAF |
Charles Burggraf | |
President and Director |
Signature | Title | |||
/s/CHARLES BURGGRAF | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.M. WHITING | Director |
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SNOWBERRY LAND COMPANY |
By: | /s/JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/JIRI NEMEC | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/R.M. WHITING | Director |
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STERLING SMOKELESS COAL COMPANY |
BY: | /s/JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/JIRI NEMEC | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/GREGORY H. BOYCE | Director | |||
/s/RICHARD NAVARRE | Director |
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SUGAR CAMP PROPERTIES | |
BY: BLACK BEAUTY EQUIPMENT COMPANY |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer | |
BY: PEABODY HOLDING COMPANY, INC. |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/JOHN C. HILL | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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THOROUGHBRED, L.L.C. |
BY: | PEABODY HOLDING COMPANY, INC. |
as Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
By: | PEABODY DEVELOPMENT COMPANY, LLC |
as Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/R.M. WHITING | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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THOROUGHBRED GENERATING COMPANY, LLC | |
THOROUGHBRED MINING COMPANY, L.L.C. |
By: | PEABODY INVESTMENTS CORP. |
as Sole Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/D.K. TICKNER | President | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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TWENTYMILE COAL COMPANY |
By: | /s/ CHARLES BURGGRAF |
Charles Burggraf | |
President and Director |
Signature | Title | |||
/s/ CHARLES BURGGRAF | President and Director | |||
/s/ WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/ GREGORY BOYCE | Director | |||
/s/ RICHARD A. NAVARRE | Director |
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UNION COUNTY COAL CO., LLC |
By: | DODGE HILL MINING COMPANY, LLC |
As Sole Member |
By: | /s/WALTER L. HAWKINS, JR. |
Walter L. Hawkins, Jr. | |
Vice President and Treasurer |
Signature | Title | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer |
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YANKEETOWN DOCK CORPORATION |
By: | /s/ JIRI NEMEC |
Jiri Nemec | |
President |
Signature | Title | |||
/s/JIRI NEMEC | President and Director | |||
/s/WALTER L. HAWKINS, JR. | Vice President and Treasurer | |||
/s/KENNETH E. ALLEN | Director | |||
/s/T. BETHEL | Director |
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Exhibit | ||||
No. | Description of Exhibit | |||
1 | .1** | Form of Underwriting Agreement (Debt) | ||
1 | .2** | Form of Underwriting Agreement (Equity) | ||
1 | .3** | Form of Underwriting Agreement (Preferred Stock) | ||
1 | .4** | Form of Underwriting Agreement (Units) | ||
1 | .5** | Form of Underwriting Agreement (Warrants) | ||
4 | .1 | Rights Agreement, dated as of July 24, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent (which includes the form of Certificate of Designations of Series A Junior Preferred Stock of the Company as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | ||
4 | .2 | Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, filed with the Secretary of State of the State of Delaware on July 24, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002) | ||
4 | .3 | Specimen of stock certificate representing the Registrant’s common stock, $.01 par value (incorporated by reference to Exhibit 4.13 of the Registrant’s Form S-1/A Registration Statement No. 333-55412, filed on May 1, 2002) | ||
4 | .4 | 67/8% Senior Notes Due 2013 Indenture dated as of March 21, 2003 between the Registrant and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.27 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003) | ||
4 | .5 | 67/8% Senior Notes Due 2013 First Supplemental Indenture dated as of May 7, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-4 Registration Statement No. 333-106208, filed on June 17, 2003) | ||
4 | .6 | 67/8% Senior Notes Due 2013 Second Supplemental Indenture dated as of September 30, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.198 of the Registrant’s Form S-3 Registration Statement No. 333-109906, filed on October 22, 2003) | ||
4 | .7 | 67/8% Senior Notes Due 2013 Third Supplemental Indenture, dated as of February 24, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.211 of the Registrant’s Form S-3/ A Registration Statement No. 333-109906, filed on March 4, 2004) | ||
4 | .8 | 67/8% Senior Notes Due 2013 Fourth Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 10.57 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | ||
4 | .9 | 67/8% Senior Notes Due 2013 Fifth Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | ||
4 | .10 | 67/8% Senior Notes Due 2013 Sixth Supplemental Indenture dated as of January 20, 2005, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) | ||
4 | .11 | 57/8% Senior Notes Due 2016 Indenture dated as of March 19, 2004 between the Registrant and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.12 of the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2004, filed on May 10, 2004) | ||
4 | .12 | 57/8% Senior Notes Due 2016 First Supplemental Indenture dated as of March 23, 2004 between the Registrant and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated March 23, 2004) |
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Exhibit | ||||
No. | Description of Exhibit | |||
4 | .13 | 57/8% Senior Notes Due 2016 Second Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 10.58 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) | ||
4 | .14 | 57/8% Senior Notes Due 2016 Third Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005) | ||
4 | .15 | 57/8% Senior Notes Due 2016 Fourth Supplemental Indenture, dated as of January 20, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005) | ||
4 | .16** | Form of Senior Indenture | ||
4 | .17** | Form of Subordinated Indenture | ||
4 | .18** | Form of Senior Security | ||
4 | .19** | Form of Subordinated Security | ||
4 | .20** | Form of Warrant Agreement | ||
4 | .21** | Form of preferred stock share certificate | ||
5* | Opinion of Simpson Thacher & Bartlett LLP | |||
12* | Statement of computation of ratios | |||
23 | .1* | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5) | ||
23 | .2* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||
24 | Power of Attorney (included on signature pages) | |||
25** | Statement of Eligibility of Trustee |
* | Filed herewith |
** | To be filed with a subsequent 8-K |