EXHIBIT 99.4
PEABODY ENERGY CORPORATION
OFFER TO EXCHANGE
ITS
6 7/8% SENIOR NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
6 7/8% SENIOR NOTES DUE 2013
To Our Clients:
Enclosed for your consideration are the Prospectus, dated , 2003
(as the same may be amended and supplemented from time to time, the
"Prospectus"), and the related Letter of Transmittal (which together with the
Prospectus constitute the "Exchange Offer"), in connection with the offer by
Peabody Energy Corporation (the "Company"), to exchange the Company's new 6 7/8%
Senior Notes due 2013 (the "Exchange Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), for any and all
of the Company's outstanding 6 7/8% Senior Notes due 2013 (the "Restricted
Notes"), upon the terms and subject to the conditions set forth in the Exchange
Offer. The Exchange Offer will expire at midnight, New York City time, on
, 2003, unless extended (the "Expiration Date").
We are holding Restricted Notes for your account. An exchange of the
Restricted Notes can be made only by us and pursuant to your instructions. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to exchange the Restricted Notes held by us for your account. The
Exchange Offer provides a procedure for holders to tender by means of guaranteed
delivery.
We request information as to whether you wish us to exchange any or all of
the Restricted Notes held by us for your account upon the terms and subject to
the conditions of the Exchange Offer.
Your attention is directed to the following:
1. The forms and terms of the Exchange Notes are the same in all
material respects as the forms and terms of the Restricted Notes (which
they replace), except that the Exchange Notes have been registered under
the Securities Act. Interest on the Exchange Notes will accrue from the
most recent March 15 or September 15 on which interest was paid or provided
for on the Restricted Notes, or, if no interest has been paid or provided
for on the Restricted Notes, from September 15, 2003.
2. Based on an interpretation by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "SEC"),
as set forth in certain interpretive letters addressed to third parties in
other transactions, Exchange Notes issued pursuant to the Exchange Offer in
exchange for Restricted Notes may be offered for resale, resold and
otherwise transferred by a holder thereof (other than a holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the
Securities Act or a "broker" or "dealer" registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) without compliance
with the registration and prospectus delivery provisions of the Securities
Act, provided that such Exchange Notes are acquired in the ordinary course
of such holder's business and such holder is not engaging, does not intend
to engage, and has no arrangement or understanding with any person to
participate, in the distribution of such Exchange Notes. See "Shearman &
Sterling," SEC No-Action Letter (available July 2, 1993), "Morgan Stanley &
Co., Inc.," SEC No-Action Letter (available June 5, 1991) and "Exxon
Capital Holdings Corporation," SEC No-Action Letter (available May 13,
1988). Accordingly, each broker-dealer that receives Exchange Notes for its
own account pursuant to the Exchange Offer must acknowledge that it will
deliver a Prospectus in connection with any resale of those Exchange Notes.
3. The Exchange Offer is not conditioned on any minimum aggregate
principal amount of Restricted Notes being tendered. The Exchange Notes
will be exchanged for the Restricted Notes at the rate of $1,000 principal
amount of Exchange Notes for $1,000 principal amount of Restricted Notes.
4. Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Company will not be required to accept
for exchange, or to exchange any Exchange Notes for, any Restricted Notes
and may terminate the Exchange Offer (whether or not any Restricted Notes
have been accepted for exchange) or may waive any conditions to or amend
the Exchange Offer, if any of the conditions described in the Prospectus
under "The Exchange Offer -- Certain Conditions to the Exchange Offer" have
occurred or exist or have not been satisfied.
5. Tendered Restricted Notes may be withdrawn at any time prior to
midnight, New York City time, on the Expiration Date, if such Restricted
Notes have not previously been accepted for exchange pursuant to the
Exchange Offer.
6. Any transfer taxes applicable to the exchange of Restricted Notes
pursuant to the Exchange Offer will be paid by the Company, except as
otherwise provided in Instruction 3 of the Letter of Transmittal.
If you wish to have us tender any or all of your Restricted Notes, please
so instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Restricted Notes, the entire principal amount of
Restricted Notes held for your account will be tendered unless otherwise
specified on the instruction form. Your instructions should be forwarded to us
in ample time to permit us to submit a tender on your behalf by the Expiration
Date.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Restricted Notes in any jurisdiction in which
the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction or would otherwise not be in
compliance with any provision of any applicable securities law.
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PEABODY ENERGY CORPORATION
OFFER TO EXCHANGE
ITS
6 7/8% SENIOR NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
6 7/8% SENIOR NOTES DUE 2013
Instructions from Beneficial Owner:
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal in connection with the offer by
the Company to exchange Exchange Notes for Restricted Notes.
This will instruct you to tender the principal amount of Restricted Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the related Letter
of Transmittal.
The undersigned represents that (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of the
undersigned's business, (ii) the undersigned has no arrangement or understanding
with any person to participate, in the distribution of such Exchange Notes,
(iii) if the undersigned is not a broker-dealer, that it is not engaged in and
does not intend to engage in the distribution of the Exchange Notes and (iv) the
undersigned is not an "affiliate," as defined under Rule 405 of the Securities
Act of 1933, of the Company. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Restricted Notes that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a copy of the prospectus in
connection with any resale of the Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
Sign here
- ---------------------------------------------------------------
Signature(s)
With respect to the Exchange Offer, the undersigned hereby instructs you (check
appropriate box):
[ ] To TENDER the following Restricted Notes held by you for the account of the
undersigned (insert principal amount of Restricted Note to be tendered, if
any):
$ of the Restricted Notes
[ ] Not to TENDER any Restricted Notes held by you for the account of the
undersigned
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SIGN HERE
Name(s) of Beneficial Holder(s): Address(es):
- -------------------------------------------------------- --------------------------------------------------------
- -------------------------------------------------------- --------------------------------------------------------
Signature(s) of Owner(s) or Authorized Signatory: --------------------------------------------------------
X ------------------------------------------------------ Tel. No(s):
X ------------------------------------------------------ --------------------------------------------------------
Date: --------------------------------------------------
Taxpayer Identification or Social Security
Number: ----------------------------------------------
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