AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2002.
REGISTRATION STATEMENT NO. 333-_______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2054
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIANCE RESOURCE PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-1564280
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1717 SOUTH BOULDER AVENUE
TULSA, OKLAHOMA 74119
(918) 295-7600
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
ALLIANCE RESOURCE MANAGEMENT GP, LLC LONG-TERM INCENTIVE PLAN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
DEFERRED COMPENSATION PLAN FOR DIRECTORS
(FULL TITLES OF THE PLANS)
THOMAS L. PEARSON
SENIOR VICE PRESIDENT - LAW AND ADMINISTRATION,
GENERAL COUNSEL AND SECRETARY
1717 SOUTH BOULDER AVENUE
TULSA, OKLAHOMA 74119
(918) 295-7600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------
COPY TO:
G. MICHAEL O'LEARY
WILLIAM J. COOPER
ANDREWS & KURTH
MAYOR DAY CALDWELL & KEETON
L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
---------------------
<Table>
<Caption>
====================================================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
AMOUNT TO BE PER COMMON UNIT OFFERING PRICE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) (2) (2) FEE (2)
- --------------------------------------------------------------------------------------------------------------------
Common Units representing limited 730,000 Common Units(3) $24.02 $17,534,600 $1,614
partner interests in the Registrant
("Common Units")
====================================================================================================================
</Table>
(1) The number of Common Units registered hereby is subject to adjustment to
prevent dilution resulting from Common Unit splits, Common Unit dividends
or similar transaction.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act, based
upon the average of the high and low price per Common Unit on the Nasdaq
National Market on March 28, 2002, as reported in The Wall Street Journal
on March 29, 2002.
(3) Of such 730,000 Common Units, 600,000 Common Units are registered hereby
for issuance pursuant to the Long-Term Incentive Plan, 80,000 Common Units
are registered hereby for issuance pursuant to the Supplemental Executive
Retirement Plan and 50,000 Common Units are registered hereby for issuance
pursuant to the Deferred Compensation Plan for Directors.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission"),
either as a part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Alliance Resource Partners, L.P. (the "Partnership") incorporates
herein by reference the following documents as of their respective dates as
filed with the Commission (File No. 0-26823):
(a) the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2000, filed March 27, 2001 and amended 10-K/A, filed
on March 29, 2002;
(b) the Partnership's Quarterly Reports on Form 10-Q for the three
months ended March 31, 2001, and for the three and six month
periods ended June 30, 2001 and the three and nine month periods
ended September 30, 2001, filed May 10, 2001, August 9, 2001 and
November 13, 2001, respectively and the amended Quarterly Reports
on Form 10-Q/A for each of these periods, filed on March 29,
2002; and
(c) the description of the Partnership's Common Units contained in
its Registration Statement on Form 8-A filed July 26, 1999.
All documents filed by the Partnership pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment, which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
the Registration Statement and the Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or the Prospectus. Copies of such documents are not required to be
filed with the Commission as part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
empowers a Delaware limited partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands whatsoever.
Section 7.7(a) of the First Amended and Restated Agreement of Limited
Partnership of the Partnership (the "Partnership Agreement") provides that to
the fullest extent permitted by law, all Indemnitees (as defined below) shall be
indemnified and held harmless by the Partnership from and against any and all
losses, claims, damages, liabilities (joint or several), expenses (including
legal fees and expenses), judgments, fines, penalties, interest, settlements or
other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which
any Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an Indemnitee; provided, that in each case
the Indemnitee acted in good faith and in a manner that such Indemnitee
reasonably believed to be in, or (in the case of a Person other than a General
Partner) not opposed to, the best interests of the Partnership and, with respect
to any criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. Further, no indemnification pursuant to Section 7.7 shall be available
to the General Partners with respect to their obligations incurred pursuant to
the contribution and assumption agreement among the General Partners, the
Partnership Group and certain other parties (other than obligations incurred by
the General Partners on behalf of the Partnership Group). The Partnership
Agreement defines an Indemnitee as: (i) the managing general partner of the
Partnership (the "Managing General Partner") and the special general partner of
the Partnership (each a "General Partner," and together, the "General
Partners"), (ii) any former General Partner (a "Departing Partner"), (iii) any
individual, corporation, limited liability company, partnership, joint venture,
trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity (collectively, a "Person") who is or was
directly or indirectly an affiliate of a General Partner or any Departing
Partner, (iv) any Person who is a current or former member, partner, officer,
director, employee, agent or trustee of the Partnership, Alliance Resource
Operating Partners, L.P., Alliance Coal, LLC and any subsidiary of any such
entity (collectively, the "Partnership Group"), a General Partner or any
Departing Partner or any affiliate of any member of the Partnership Group (a
"Group Member") and (v) any Person who is or was serving at the request of a
General Partner, any Departing Partner or any such affiliate as an officer,
director, employee, member, partner, agent, fiduciary or trustee of another
Person.
Section 7.7(b) of the Partnership Agreement also states that to the
fullest extent permitted by law, expenses (including legal fees and expenses)
incurred by an Indemnitee, who is indemnified pursuant to Section 7.7(a) in
defending any claim, demand, action, suit or proceeding, shall, from time to
time, be advanced by the Partnership prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Partnership of any
undertaking by or on behalf of the Indemnitee to repay such amount if it shall
be determined that the Indemnitee is not entitled to be indemnified as
authorized by Section 7.7(a).
Section 7.7(g) of the Partnership Agreement states that an Indemnitee
shall not be denied indemnification in whole or in part under Section 7.7
because the Indemnitee has an interest in the transaction with respect to which
the indemnification applies if the transaction was otherwise permitted by the
terms of the Partnership Agreement.
Section 7.8(a) of the Partnership Agreement provides that,
notwithstanding anything to the contrary set forth in the Partnership Agreement,
no Indemnitee shall be liable for monetary damages to the Partnership, the
limited partners of the Partnership, the assignees or any other Persons who have
acquired securities of the Partnership, for losses sustained or liabilities
incurred as a result of any act or omission if such Indemnitee acted in good
faith.
Section 7.8(b) of the Partnership Agreement states that the Managing
General Partner, subject to its obligations and duties as Managing General
Partner set forth in Section 7.1(a) of the Partnership Agreement, may exercise
any of the powers granted to it by the Partnership Agreement and perform any of
the duties imposed upon it hereunder either directly or by or through its
agents, and the Managing General Partner shall not be responsible for any
misconduct or negligence on the part of any such agent appointed by the Managing
General Partner in good faith.
Additionally, Section 7.8(c) provides that, to the extent that, at law
or in equity, an Indemnitee has duties (including fiduciary duties) and
liabilities relating thereto to the Partnership or to the partners, the General
Partners and any other Indemnitee acting in connection with the Partnership's
business or affairs shall not be liable to the Partnership or to any partner for
its good faith reliance on the provisions of the Partnership Agreement. The
provisions of the Partnership Agreement, to the extent that they restrict or
otherwise modify the duties and liabilities of an Indemnitee otherwise existing
at law or in equity, are agreed by the partners to replace such other duties and
liabilities of such Indemnitee.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 First Amended and Restated Agreement of Limited Partnership of Alliance
Resource Partners, L.P. (incorporated by reference to Exhibit 3.1 to
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1999).
4.2 Form of Common Unit Certificate (incorporated by reference to Exhibit A
to the First Amended and Restated Agreement of Limited Partnership of
Alliance Resource Partners, L.P.).
*5.1 Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
being registered.
*23.1 Consent of Deloitte & Touche LLP related to Form 10-K, as amended on
Form 10-K/A, for the year ended December 31, 2000.
*23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
99.1 Alliance Resource Management GP, LLC Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.11 to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1999).
*99.2 Alliance Resource Management GP, LLC Supplemental Executive Retirement
Plan
*99.3 Alliance Resource Management GP, LLC Deferred Compensation Plan for
Directors
- --------
* Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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;
(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 Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 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:
Provided, however, that paragraphs (a) (1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(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 Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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 indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tulsa, State of Oklahoma, on March 29, 2002.
ALLIANCE RESOURCE PARTNERS, L.P.
(Registrant)
By: Alliance Resource Management GP, LLC,
its Managing General Partner
By: /s/ JOSEPH W. CRAFT, III
--------------------------------------
Joseph W. Craft, III
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Joseph W. Craft, III and Thomas L. Pearson, and each of them as
attorneys-in-fact with full power of substitution, to execute in the name and on
behalf of such person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration Statement, including any and
all post-effective amendments.
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
dates as indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOSEPH W. CRAFT, III President, Chief Executive March 29, 2002
- ----------------------------- Officer and Director
Joseph W. Craft, III (Principal Executive Officer)
/s/ MICHAEL L. GREENWOOD Senior Vice President - Chief March 29, 2002
- ----------------------------- Financial Officer and
Michael L. Greenwood Treasurer (Principal Financial
and Accounting Officer)
/s/ JOHN J. MACWILLIAMS Director March 29, 2002
- -----------------------------
John J. MacWilliams
/s/ PRESTON R. MILLER, JR. Director March 29, 2002
- -----------------------------
Preston R. Miller, Jr.
/s/ JOHN P. NEAFSEY Director March 29, 2002
- -----------------------------
John P. Neafsey
</Table>
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN H. ROBINSON Director March 29, 2002
- -----------------------------
John H. Robinson
/s/ ROBERT G. SACHSE Executive Vice President March 29, 2002
- ----------------------------- and Director
Robert G. Sachse
/s/ PAUL R. TREGURTHA Director March 29, 2002
- -----------------------------
Paul R. Tregurtha
</Table>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 First Amended and Restated Agreement of Limited Partnership of Alliance
Resource Partners, L.P. (incorporated by reference to Exhibit 3.1 to
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1999).
4.2 Form of Common Unit Certificate (incorporated by reference to Exhibit A
to the First Amended and Restated Agreement of Limited Partnership of
Alliance Resource Partners, L.P.).
*5.1 Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
being registered.
*23.1 Consent of Deloitte & Touche LLP related to Form 10-K, as amended on
Form 10-K/A, for the year ended December 31, 2000.
*23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
99.1 Alliance Resource Management GP, LLC Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.11 to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1999).
*99.2 Alliance Resource Management GP, LLC Supplemental Executive Retirement
Plan
*99.3 Alliance Resource Management GP, LLC Deferred Compensation Plan for
Directors
- --------
* Filed herewith