UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 13, 2005
Date of report (date of earliest event reported)
Foundation Coal Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 333-118427 | | 42-1638663 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
999 Corporate Boulevard, Suite 300, Linthicum Heights, MD 21090-2227
(Address of Principal Executive Offices)
410-689-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 13, 2005, Foundation Coal Holdings, Inc. (“Foundation”) notified the New York Stock Exchange that it inadvertently omitted to state in the proxy statement for the 2005 Annual Meeting of Shareholders that its compensation committee charter and its corporate governance guidelines are available on its website and that the information is available in print to any shareholder who requests as required by Sections 303A.05 and 303A.09 of the NYSE Listed Company Manual.
Foundation does not believe that any of the items listed above are material. Each of these documents were published on Foundation’s website shortly after its initial public offering in December 2004 and Foundation will make the required statements in its proxy statement for the 2006 Annual Meeting of Shareholders. The address for Foundation’s website is: www.foundationcoal.com/investors/governance/governance.cfm. Foundation has corrected such noncompliance by filing this Current Report on Form 8-K with the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 14, 2005
| |
| Foundation Coal Holdings, Inc. |
| |
| /s/ Frank J. Wood |
| Senior Vice President and Chief Financial Officer |
| |
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