EXHIBIT 2.2
THIS AGREEMENT is dated 2 March 1998 and is made BETWEEN:
(1) THE ENERGY GROUP PLC, a public limited company incorporated in England and
Wales, whose registered office is at 117 Piccadilly, London W1V 9FJ
("TEG"); and
(2) P&L COAL HOLDINGS CORPORATION, a Delaware Corporation (the "PURCHASER").
NOW IT IS HEREBY AGREED as follows:
1 INTERPRETATION
--------------
1.1 In this Agreement, the following expressions have the following meanings:
"AUSTRALIA SALE SHARES" means the DCI Shares and the PAL Shares;
"BUSINESS DAY" has the meaning given to it in Rule 14d-l under the US
Securities Exchange Act of 1934 as amended;
"COMPANIES" means CP, DCI, GFMC, PAL and PHC;
"COMPLETION" means completion of the sale and purchase of the Sale Shares
pursuant to the provisions of clause 5.2 hereof;
"THE CONDITIONS" means the conditions set out in clause 2;
"CP" means Citizens Power LLC, a Delaware limited liability company;
"CP SHARES" means 100 percent of the membership interest of CP;
"DCI" Means Darex Capital Inc., a company incorporated in the Republic of
Panama;
"DCI SHARES" means the 1,000 shares of $0.01 each in the capital of DCI,
being the entire issued share capital of DCI;
"EFFECTIVE DATE" means the date on which the Conditions are satisfied or
waived;
"ESCROW LETTER" means the letter of even date herewith between the
Purchaser, TEG and Lazard Brothers & Co. Limited relating to the deeds and
documents delivered at Pre-Completion;
"GFMC" means Gold Fields Mining Corporation, a Delaware corporation;
"GFMC SHARES" means 100 shares of $5.00 par value each in the common stock
of GFMC, being the entire issued share capital of GFMC;
1
"MINORITY INTERESTS" means the 1% interests of Peabody Investments, Inc. in
CL Hartford, L.L.C., a Delaware limited liability company, and Citizens
Power Sales, a Delaware general partnership;
"OFFER" means the Texas Utilities Offer (as defined in the Press
Announcement);
"PAL" means Peabody Australia Limited, a private limited company
incorporated in England and Wales;
"PAL SHARES" means the 1,000,000 "A" ordinary shares of US$0.01 each in the
capital of PAL, being the entire issued share capital of PAL;
"PHC" means Peabody Holding Company, Inc, a New York corporation;
"PHC SHARES" means 203,840 shares of $1.00 par value each in the common
stock of PHC, being the entire issued share capital of PHCI;
"PRE-COMPLETION" means pre-completion of the sale and purchase of the Sale
Shares in accordance with clause 5.1 hereof and on and subject to the terms
of the Escrow Letter;
"PRE-COMPLETION DATE" means the date falling ten business days (or such
lesser period as the parties may agree) after receipt by TEG and the
Purchaser of notice in writing from Texas Utilities Company (confirmed in
writing by Texas Utilities Company by 3.00pm London time one business day
prior to the Pre-Completion Date) that it believes there is a significant
possibility that the Offer will become or be declared unconditional in all
respects within or on the expiry of that period, such notice not to be
given earlier than the first closing date of the Offer, provided that if
at any time during such period it becomes apparent that the Offer is not
likely to become or be declared unconditional in all respects by such time,
the Pre-Completion Date will be such later business day as shall be
specified in writing by Texas Utilities Company and which satisfies the
above criteria (subject to the same one business day prior written
confirmation by Texas Utilities Company);
"PRESS ANNOUNCEMENT" means the press announcement to be released on 2 March
1998, in the form attached hereto and initialled by or on behalf of the
parties hereto;
"SALE" means the sale of the Sale Shares pursuant to this Agreement;
"THE SALE SHARES" means the Australia Sale Shares and the US Sale Shares;
"US SALE SHARES" means the CP Shares, the GFMC Shares, the Minority
Interests and the PHC Shares.
1.2 The headings to the clauses are for convenience only and have no legal
effect.
2 THE CONDITIONS
--------------
2
2.1 Completion of this Agreement shall in all respects be conditional on the
fulfilment of the following conditions:
(a) the Offer becoming or being declared unconditional in all respects (and the
Offer not at that time being publicly opposed by the board of directors of
TEG);
(b) the waiting period applicable to the Sale under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, of the United States (the
"HSR Act") having expired or been terminated;
(c) the consent of the Treasurer of the Commonwealth of Australia, acting in
such capacity or through the body known as the Foreign Investment Review
Board (the "Australian Treasurer"), having been given to the Sale (or to
any aspect thereof as shall be subject to approval pursuant to the Foreign
Acquisitions and Takeovers Act of Australia ("FATA")) either
unconditionally or subject to such conditions as do not have and could not
reasonably be expected to have a material adverse effect on the value of
the Companies and their subsidiaries (taken as a whole);
(d) the United States Federal Energy Regulatory Commission ("FERC") having
issued an order approving the Sale or any aspect thereof as shall be
subject to regulation by FERC on terms that do not have and could not
reasonably be expected to have a material adverse effect on the value of
the Companies and their subsidiaries (taken as a whole);
(e) no order having been issued (and remaining in effect) by any court or other
governmental authority, and no statute, rule, regulation, executive order,
decree or other order of any kind existing or having been enacted, entered
or enforced by any governmental authority, which (in any such case to an
extent which is material in the context of the Sale) prohibits, restrains
or restricts Completion of the sale of the Sale Shares pursuant to this
Agreement;
(f) the Pre-Completion Date having passed.
2.2 The Purchaser shall use its best endeavours (to the extent it is able and
without involving unreasonable expenditure of money) to procure the
fulfilment of the Conditions set out in sub-clauses (b)-(f) inclusive of
clause 2.1 as soon as possible and TEG shall give all reasonable assistance
in respect of applications to regulatory authorities. The Purchaser agrees
that its best endeavours as set out above shall include taking all such
steps as may be required to secure regulatory approvals contemplated by the
Conditions set out in sub-clauses (b) to (d) of clause 2.1.
2.3 The Purchaser may (subject to the prior written consent of TEG (in the case
of sub-clauses (c), (e) and (f) of clause 2.1)) waive any of the conditions
set out in sub-clauses (c)-(f) inclusive of clause 2.1. The Conditions in
sub-clause (a) and (b) of clause 2.1 may not be waived.
3
2.4 If any of the Conditions becomes incapable of being satisfied (and, if the
Condition is capable of being waived, the relevant party or parties refuse
to waive the Condition), all obligations of the parties under this
Agreement shall terminate and neither party shall have any claim against
the other under them except for any prior breach of clause 2.2.
3 SALE OF THE SALE SHARES
-----------------------
3.1 Subject to the Conditions being satisfied, TEG shall procure the sale by
Energy Holdings (No. 2) Limited, as legal and beneficial owner, of all the
Australia Sale Shares to the Purchaser and shall procure the sale by
Peabody Investments, Inc, as legal and beneficial owner of all the US Sale
Shares to the Purchaser, in each case free from all liens, charges and
encumbrances and with full title guarantee and with all rights attached
thereto at the Effective Date but (in the absence of fraud) without the
benefit of any other undertakings, warranties, representations or other
assurances whatsoever except insofar as they are contained in this
Agreement and the Purchaser shall purchase the Sale Shares at completion.
3.2 The Purchaser shall not be obliged to complete the purchase of any of the
Sale Shares unless the purchase of all the Sale Shares is completed
simultaneously.
4 CONSIDERATION
-------------
4.1 The consideration for the sale of the Sale Shares payable by the Purchaser
on Completion shall be the sum of US$2,287,400,000 in cash in United States
currency (the "PURCHASE CONSIDERATION").
5 PRE-COMPLETION AND COMPLETION
-----------------------------
5.1 On the Pre-Completion Date all (but not some only) of the following shall
take place, on and subject to the terms and conditions of the Escrow
Letter:
(a) TEG shall procure the delivery to the escrow agent referred to in the
Escrow Letter of undated transfers or undated assignments (as the case may
be) in respect of such of the Sale Shares as are registered (to the extent
required), duly executed by or on behalf of Energy Holdings (No. 2) Limited
or Peabody Investments, Inc. (as the case may be) and completed in favour
of the Purchaser or as it may direct, together with the certificates in
respect of such Sale Shares (to the extent required, duly endorsed in blank
or in the name of the Purchaser), share warrants to bearer in respect of
such of the Sale Shares as are not in registered form, and such other
documents, transfer stamps or written consents as may be required to give a
good title to such Sale Shares and to enable the Purchaser or its nominees
to become the registered holders thereof;
(b) TEG shall cause the transfers referred to above to be resolved to be
registered to the extent required (subject only to their being duly stamped
and to completion taking place); and
4
(c) TEG shall procure the delivery to the escrow agent referred to in the
Escrow Letter of undated assignments of certain indemnities in the form
separately agreed between the parties and initialled by or on behalf of the
parties for the purposes of identification;
(d) the Purchaser shall pay the Purchase Consideration by electronic funds
transfer (for value on the day of transfer) to the escrow account referred
to in the Escrow Letter.
5.2 Completion of the sale and purchase of the Sale Shares shall take place
immediately following the satisfaction of the Conditions, when the parties
shall procure (to the extent necessary) that the funds held by the escrow
agent referred to in the Escrow Letter are paid to the person(s) entitled
thereto in accordance with the terms of the Escrow Letter, on which event
completion shall have taken place, such that the documents delivered in
escrow pursuant to clause 5.1 above shall be unconditionally delivered and
released to the parties entitled thereto and shall become effective and
shall be dated accordingly.
5.3 If Completion does not occur the business day after the Pre-Completion
Date, then on such day the monies in the escrow account referred to in the
Escrow Letter will be released to the Purchaser and the documents delivered
in escrow pursuant to clause 5.1 above shall be released to TEG, and
thereafter the Parties shall stand ready to effect Pre-Completion and
Completion in accordance with the provisions of this Agreement (subject to
satisfaction of the Conditions) upon one business day's notice (prior to
3.00pm London time) by Texas Utilities Company.
6 WARRANTIES
----------
6.1 Each of the parties hereby warrants to the other that:
(a) it has the requisite corporate power and authority under its memorandum and
articles of association (or the equivalent) to enter into, execute, deliver
and perform its obligations under this Agreement;
(b) the execution and delivery of this Agreement and the performance of its
obligations under this Agreement have been duly authorised by all necessary
corporate action;
(c) this Agreement constitutes and documents executed by it which are to be
delivered from escrow at Completion will, when executed, constitute legal,
valid and binding obligations of it in accordance with their respective
terms;
(d) the execution and delivery of, and the performance by it of its obligations
under, and compliance with the provisions of, this Agreement, will not
result in:
(i) any breach or violation by it of any provision of its memorandum and
articles of association (or the equivalent);
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(ii) any breach of, or constitute a default under (which in any case is
material in the context of the sale of the Sale Shares), any
instrument or agreement to which it is a party or by which it is
bound; or
(iii) (subject to the satisfaction of the Conditions) any breach of any
law or regulation in any jurisdiction having the force of law or of
any order, judgement or decree of any court or governmental agency
by which it is bound in each case as at the date hereof.
6.2 TEG hereby warrants to the Purchaser that:
(a) the Sale Shares comprise the whole of the issued and allotted share capital
of the Companies and Energy Holdings (No. 2) Limited or Peabody
Investments, Inc. (as the case may be) is or will prior to Completion be
the sole beneficial owner of the Sale Shares free from any lien, charge,
equity or encumbrance;
(b) save pursuant to this Agreement, no person has the right (whether
exercisable now or in the future and whether contingent or not) to call for
the allotment, issue, sale, transfer or conversion of any share capital of
any of the Companies or any of their subsidiaries under any option or other
agreement (including conversion rights and rights of pre-emption);
(c) the Schedule contains particulars of the shareholdings of each of the
subsidiaries of each of the Companies and all the shares shown as issued
are in issue fully paid and are beneficially owned and registered as set
out therein free from any lien, charge, equity or encumbrance.
7 COVENANTS
---------
7.1 TEG undertakes to the Purchaser that (unless the Purchaser shall otherwise
agree in writing in advance, such approval not to be withheld or delayed in
the case of any act, matter or thing which would not be material in the
context of the Sale) prior to the Sale or the termination of this Agreement
(whichever shall be the earlier);
(a) it will direct the Companies (and each of their respective subsidiaries) to
conduct their business in the ordinary and usual course as currently
carried on by such Companies and their subsidiaries; and
(b) it will not take any action in relation to the Companies or any of their
respective subsidiaries which would, if the Companies and their
subsidiaries taken as a whole were an offeree company subject to the City
Code on Takeovers and Mergers, amount to an action requiring the approval
of shareholders in general meeting under Rule 21 of the City Code on
Takeovers and Mergers.
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8 COUNTERPARTS
------------
8.1 This Agreement may be executed in one or more counterparts each signed by
one or more of the parties and such counterparts shall together constitute
one agreement.
9 FURTHER ASSURANCES
------------------
9.1 Each party hereto agrees that it shall execute such further documents and
do all such other legal acts as may be necessary to give good title to the
Sale Shares and to enable the Purchaser or its nominees to become the
registered holders thereof or transfer the Sale shares or to give the
Purchaser the benefit of the indemnities referred to in the assignments
referred to in clause 5.1(c). It is the responsibility of the Purchaser to
notify the Australian Treasurer of the proposed Sale under FATA but TEG
will give all such assistance as it reasonably can to enable the Purchaser
to give notification and to deal with any issues that may be raised by the
Australian Treasurer in relation to such notification.
10 MISCELLANEOUS
-------------
10.1 This Agreement sets out the entire agreement and understanding between the
Parties in connection with the sale and purchase of the Sale Shares.
10.2 The Purchaser hereby acknowledges that it has not entered into this
Agreement in reliance on any warranties, representations, covenants,
undertakings or indemnities on the part of TEG or any of its subsidiary
undertakings (or any of its or their respective directors, officers,
employees or advisers) except insofar as they are contained in this
Agreement.
10.3 No purported alteration to this Agreement shall be effective unless it is
in writing, refers to this Agreement and is duly executed by each party
hereto.
10.4 A breach by TEG of any of the provisions of this Agreement shall give rise
only to an action against TEG and no other person by the Purchaser for
damages and shall not entitle the Purchaser to rescind or repudiate this
Agreement.
10.5 TEG hereby acknowledges that it has not entered into this Agreement in
reliance on any warranties, representations, covenants, undertakings or
indemnities on the part of the Purchaser, any of the Companies or any of
their subsidiary undertakings (or any of its or their respective officers,
employees or advisers) except insofar as they are contained in this
Agreement.
11 NOTICES
-------
11.1 Any notice or other document to be given under this Agreement shall be in
writing and shall be deemed duly given:
(a) if to be given to the Purchaser, if left at or sent by (i) airmail or
express or other fast postal service or (ii) facsimile transmission or
other means of telecommunication in permanent written form to the following
address or number:
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(A) name P&L Coal Holdings Corporation
address c/o Lehman Brothers Merchant Banking Group
3 World Financial Center
200 Vesey Street
New York, New York 10285
FAO Henry E. (Jack) Lentz
Fax no. 001 212 526 3836
or to such other address and/or number as the Purchaser may by notice
to TEG hereto expressly substitute therefor;
(b) if to TEG, if left at or sent by (i) airmail or express or other fast
postal service or (ii) facsimile transmission or other means of
telecommunication in permanent written form to the following address
or number:
name The Energy Group PLC
address 117 Piccadilly
London W1V 9FJ
FAO Martin Murray
Fax no. 0171 647 3215
or to such other address as TEG may by notice to the Purchaser
expressly substitute therefor;
(c) when in the ordinary course of the means of transmission it would
first be received by the addressee in normal business hours.
12 CHOICE OF LAW AND JURISDICTION
-------------------------------
12.1 This Agreement shall be governed by and construed in accordance with
English law.
12.2 If either party to this Agreement has any claim or cause of action arising
out of or in connection with this Agreement, such claim or action shall be
referred to the English courts, to the jurisdiction of which courts each
party hereby irrevocably and expressly submits.
12.3 The Purchaser hereby irrevocably authorises and appoints Simmons & Simmons
of 21 Wilson Street, London EC2M 2TX (for the attention of Peter Kennerley
or Edward Troup) (or such other person, being a firm of solicitors
resident in England as the Purchaser may by notice in writing to TEG from
time to time substitute) to accept service of all legal proceedings
arising out of or connected with this Agreement. Service of such process
on the person for the time being authorised to accept it under this clause
on behalf of the Purchaser shall be deemed to be service of that process
on the Purchaser.
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IN WITNESS WHEREOF this Agreement has been entered into the day and year first
above written.
By: /s/ Henry E. Lentz
-------------------
By: /s/ D. C. Bonham
-----------------
9
Schedule
--------
[Information on subsidiaries of the Companies - clause 6(g)]
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SCHEDULE 6.2(C)
Peabody Coal Business (United States)
- -------------------------------------
COMPANY AUTHORIZED STOCK ISSUED STOCK OWNERSHIP
==================================================================================================================
Peabody Holding Company, 500,000 shares of common 203840 shares held by PII
Inc. ("PHCI") stock, par value $1.00 per
share
Gold Fields Mining 100 shares of common stock, 100 shares held by PII
Corporation ("GFMC") par value $5.00 per share
Interior Holdings Corporation 1,000 shares of common stock, 10 shares held by PHCI
("IHC") par value $100.00 per share
Powder River Coal Company 1,000 share of common stock, 768 shares held by PHCI
("PRCC") par value of $100.00 per share
Caballo Coal Company 1,000 shares of common stock, 10 shares held PRCC
("CCC") par value $100.00 per share
Midco Supply and Equipment 500 shares of common stock, 100 shares held by PHCI
Corporation ("MSEC") no par value
Thoroughbred, LLC PHCI-72%
("Thoroughbred") Peabody Development Company 28%
Black Beauty Coal Company Thoroughbred-43 1/3%
("BBCC") Unaffiliated Third Parties-56 2/3%
Falcon Coal Company ("FCC") Thoroughbred-33 1/3%
Unaffiliated Third Parties-66 2/3%
Eagle Coal Company ("ECC") Thoroughbred-33 1/3%
Unaffiliated Third Parties-66 2/3%
Peabody Terminals, Inc. 1,000 shares of common stock, 1,000 shares held by PHCI
("PTI") par value $1.00 per share
James River Coal Terminal 1,000 shares of common stock, 10 shares held by PTI
Company ("JRCTC") no par value
Dominion Terminal Associates PTI-10%
("DTA") JRCTC-2.5%
Ashland Terminal, Inc.-12.5%
Cavalier Coal Terminal Company-5%
Pittston Coal Terminal Corporation-32.5%
Westmoreland Terminal Company-20%
Peabody Development 2,500,00 shares, par value 1,513,200 shares held by PHCI
Company ("PDC") $10.00 per share
Genoa Dock Corporation 1,000 shares of common stock, 2.4 shares held by PDC
("GDC") par value $100.00 per share 7.6 shares held by Dairyland Power Cooperative
Hayden Gulch Terminal, Inc. 1,000 shares of common stock, 10 shares held by PHCI
("HGTI") par value $10.00 per share
Sentry Mining Company 100 shares of common stock, 10 shares held by PHCI
("SMC") par value $10.00 per share
COMPANY AUTHORIZED STOCK ISSUED STOCK OWNERSHIP
==================================================================================================================
Peabody Minerals Pty. Limited 100,000 shares of common 1 share held by R.D. Humphris (nominee for
("PMPL") stock, par value $1.00 per PHCI)
share 1 share held by K.B. Forbes (nominee for PHCI)
Peabody COALSALES 1,000 shares of common stock, 510 shares held by PHCI
Company (PCCO") par value $10.00 per share
Peabody COALTRADE,Inc. 1,000 shares of common stock, 100 shares held by PCCO
("PCI") par value $10.00 per share
Peabody Energy Solutions, Inc. 1,000 shares of common stock, 100 shares held by PCCO
("PESI") par value $10.00 per share
Coal Properties Corporation 100 shares common stock, par 100 shares of common stock held by PHCI
("CPC") value $ 1.00 per share
59,852 shares preferred stock, 59,852 preferred shares held by
par value $10.00 per share Mid-Continental
Barge Lines Inc., which has merged into PHCI
Rio Escondido Coal 1,000 shares of common stock, 100 shares held by PHCI
Corporation ("RECC") par value $10.00 per share
Peabody Venezuela Coal 1,000 shares of common stock, 10 shares held by PHCI
Corporation ("PVCC") par value $10.00 per share
Carbones Peabody de 65 shares of common stock, 64 shares held by PVCC
Venezuela, C.A. ("CPV") par value 1,000.00 bolivars 1 share held by Dr. Luis Miguel Vicentini
(Nominee)
Cottonwood Land Company 10 shares of common stock, 10 shares held by PHCI
("CLC") par value $100.00 per share
Snowberry Land Company 10 shares of common stock, 10 shares held by PHCI
("SLC") par value $100.00
Juniper Coal Company ("JCC") 1,000 shares of common stock, 100 shares held by PHCI
par value $10.00 per share
Eastern Associated Coal Corp. 5,000 shares of common stock, 3,000 shares held by CPC
("EACC") par value $1.00 per share
Eastern Royalty Corporation 100 shares of common stock, 100 shares held by CPC
("ERC") par value $1.00 per share
North Page Coal Corporation 20,000 shares of common 20,000 share held by CPC
("NPCC") stock, par value $1.00 per
share
Martinka Coal Company 1,000 shares of common stock, 10 shares held by CPC
("MMCC") par value $10.00 per share
Cook Mountain Coal Company 1,000 shares of common stock, 10 shares held by CPC
("CMCC") par value $10.00 per share
Pine Ridge Coal Company 1,000 shares of common stock, 10 shares held be CPC
("PRCCO") par value $10.00 per share
Mountain View Coal Company 100 shares of common stock, 100 shares held by CPC
("MVCC") par value $1.00 per share
Affinity Mining Company 5,000 shares of common stock, 3,000 shares held by EACC
("AMC") par value $1.00 per share
Blackrock First Capital 2,000 shares of common stock, 10 shares held by EACC
Corporation ("BFCC") par value $10.00 per share
COMPANY AUTHORIZED STOCK ISSUED STOCK OWNERSHIP
==================================================================================================================
EACC Camps, Inc. Non-profit, all capital stock held by EACC
("EACCCI")
Charles Coal Company 100 shares of common stock, 100 shares held by EACC
("CCCO") par value $1.00
Colony Bay Coal Company EACC-99%
("CBCC") CCCO-1%
Sterling Smokeless Coal 4,000 shares of common stock, 3,925 shares held by EACC
Company ("SSCC") par value $100.00 per share
Peabody Coal Company 200,000 shares of common 154,000 shares held by IHC
("PCC") stock, par value $10.00 per
share
Squaw Creek Coal Company PCC-40%
("SCCC") Aluminum Company of America ("ALCOA")-60%
Tecumseh Coal Corporation 1,000 shares of common stock, 500 shares held by PCC
("TCC") no par value 500 shares held by Indianapolis Power and Light
Yankeetown Dock Corporation 1,000 shares of common stock, 400 shares held by PCC
("YDC") no par value 600 shares held by Amax Coal Company
30,000 shares of preferred
stock
Big Sky Coal Company 1,000 shares of common stock, 10 shares held by PCC
("BSCC") par value $10.00 per share
Seneca Coal Company ("SCC") 1,000 shares of common stock, 10 shares held by PCC
par value $10.00 per share
Peabody Western Coal 1,000 shares of common stock, 10 shares held by PCC
Company ("PWCC") par value $10.00 per share
Kayenta Mobile Home Park, 1,000 shares of common stock, 10 shares held by Peabody Western Coal
Inc. ("KMHPI") par value $10.00 per share Company
Bluegrass Coal Company 100 shares of common stock, 10 shares held by IHC
("BCC") par value $10.00 per share
Midwest Coal Resources, Inc. 1,000 shares of common stock, 10 shares held by IHC
("MCRI") par value $10.00 per share
Independent Material Handling 100 shares of common stock, 100 shares held by IHC
Company ("IMHC") par value $10.00 per share
Patriot Coal Company, L.P. SMC-51%
("PCCLP") BCC-49%
Grand Eagle Mining, Inc. 1,000 shares of common stock, 100 shares held by PCCLP
("GEMI") par value $1.00 per share
Ohio County Coal Company 1,000 shares of common stock, 50 shares held by PCCLP
("OCCC") par value $100.00 per share
Arid Operations, Inc. ("AOI") 100 shares of common stock, 100 shares held by GFMC
par value $100.00 per share
Darius Gold Mine, Inc. 51,000 shares of common 5,100 shares held by GFMC
("DGMI") stock, par value $1.00 per
share
COMPANY AUTHORIZED STOCK ISSUED STOCK OWNERSHIP
==================================================================================================================
Gold Fields Chile, S.A. 20 shares of common stock, no 20 shares held by GFMC
("GFC") par value
Gold Fields Operating 100 shares of common stock, 100 shares held by GFMC
Company-Ortiz ("GFOC") par value $1.00 per share
Peabody America, Inc. ("PAI") 1,000 shares of common stock, 100 shares held by GFMC
par value $1.00 per share
Peabody Natural Resources GFMC-97%
Company ("PNRC") PAI-3%
LCRS Limited Partnership PNRC-27.56% (general partnership interest)
("LCRS LP") Western Fuels Association, Inc.-22.44%
(limited
partnership interest)
Tuscon Electric Power Company Limited-50%
(limited partnership interest)
==================================================================================================================
Citizens Power Business
- -----------------------
COMPANY TYPE EQUITY OWNERSHIP
===============================================================================================
Citizens Power LLC ("CP") Delaware limited liability company PII - 100%
Citizens Power Sales ("CP Delaware general partnership CP - 99%
Sales") PII - 1%
CL Funding, L.L.C. ("CL Delaware limited liability company CP - 99%
Funding") CP Sales - 1%
CL Hartford, L.L.C. ("CL Delaware limited liability company CP - 99%
Hartford") PII - 1%
Hartford Power Sales, L.L.C. Delaware limited liability company CP Sales - 50% (Class A)
("HPS") CL Hartford - 50% (Class B)
CL Power Sales One, L.L.C. Delaware limited liability company CP - 99%
("CL One") CL Funding - 1%
CL Power Sales Two, L.L.C. Delaware limited liability company CP - 49%
("CL Two") CP Sales - 51%
CL Power Sales Three, L.L.C. Delaware limited liability company CP - 99%
("CL Three") CL Funding - 1%
CL Power Sales Four, L.L.C. Delaware limited liability company CP - 99%
("CL Four") CL Funding - 1%
CL Power Sales Five, L.L.C. Delaware limited liability company CP - 99%
("CL Five") CL Funding - 1%
CL Power Sales Six, L.L.C. Delaware limited liability company CP Sales - 99%
("CL Six") CP - 1%
CL Power Sales Seven, L.L.C. Delaware limited liability company CP Sales - 99%
("CL Seven") CP - 1%
CL Power Sales Eight, L.L.C. Delaware limited liability company CP Sales - 99%
("CL Eight") CP - 1%
COMPANY TYPE EQUITY OWNERSHIP
==================================================================================================================
CL Power Sales Nine, L.L.C. Delaware limited liability company CP Sales - 99%
("CL Nine") CP - 1%
CL Power Sales Ten, L.L.C. Delaware limited liability company CP Sales - 99%
("CL Ten") CP - 1%
===============================================================================================
Peabody Coal Business (Australia)
- ---------------------------------
COMPANY AUTHORIZED STOCK ISSUED STOCK OWNERSHIP
========================================================================================================================
Bengalla Agricultural Co. Pty. 100,000,000 shares, par value A$0.10 3,500 shares held by Peabody
Limited (Australian Capital Territory, Bengalla Investments Pty Limited
Australia)
6,500 shares held by unaffiliated
Third Parties
Bengalla Coal Sales Co. Pty. Limited 100,000,000 shares, par value A$0.10 3,500 shares held by Peabody
(Australian Capital Territory, Bengalla Investments Pty Limited
Australia)
6,500 shares held by unaffiliated
Third Parties
Bengalla Mining Co. Pty. Limited 100,000,000 shares, par value A$0.10 3,500 shares held by Peabody
(Australian Capital Territory, Bengalla Investments Pty Limited
Australia)
6,500 shares held by unaffiliated
Third Parties
Darex Capital Inc (Panama 1,000,000 common shares, par value 1000 shares held by Energy Holdings
corporation - office in England) US$0.01 (No. 1) Limited, but will be
transferred to Energy Holdings (No.
2) Limited prior to sale
Dolphin Properties Pty. Limited 100,000 shares, par value A$1.00 100,000 shares held by Peabody
(Victoria, Australia) Investments (Australia) Pty. Limited
(Pursuant to Deed of Trust, shares
held in trust for Peabody Sub
Holdings Pty Limited)
Energy Group Australia Pty. Limited 10,000,000 shares, par value A$1.00 12 shares held by Peabody Sub
(The) (Victoria, Australia) Holdings Pty. Limited
Peabody Australasia Pty. Limited 10,000 shares, par value A$1.00 2 shares held by Peabody Resources
(Victoria, Australia) Limited
Peabody Australia Limited (England) 1,000,000 "A" Ordinary, par value 1,000,000 shares held by Energy
$0.01 Holdings (No. 1) Limited, but will be
transferred to Energy Holdings (No.
2) Limited prior to sale.
Peabody Bengalla Investments Pty. 10,000,000 shares, par value A$1.00 12 shares held by Peabody Resources
Limited (Australian Capital Territory, Limited
Australia)
COMPANY AUTHORIZED STOCK ISSUED STOCK OWNERSHIP
==================================================================================================================
Peabody Bengalla Pty. Limited (New 100,000 shares, par value A$1.00 1 share held by R.I. Knights
South Wales, Australia) 1 share held by R.D. Humphris
(Declaration of trust to Peabody
Resources Limited)
Peabody Coal Limited (Australian 5,000,000 shares, par value A$1.00 10 shares held by Peabody Resources
Capital Territory, Australia) Limited
Peabody Finance Limited (Australian 100,000,000 shares, par value A$1.00 5 shares held by Peabody Sub
Capital Territory, Australia) Holdings Pty. Limited
Peabody Investments (Australia) Pty. 500,000 shares, par value A$1.00 201,999 shares held by Peabody
Limited (Victoria, Australia) Australia Limited
1 share held by Tillotson
Commercial Vehicles Limited
Peabody Mining Investments Pty. 5,500 Ordinary "A" Class ("Class A") 55 Class A shares held by Peabody
Limited (Victoria, Australia) shares, par value A$1.00 Resources Limited
---------------------------------------
4,500 Ordinary "B" Class ("Class B") 45 Class B shares held by Peabody
shares, par value A$1.00 Resources Limited
Peabody Mining Services Pty. 10,000,000 shares, par value A$1.00 12 shares held by Peabody Resources
Limited (formerly Peabody Mining Limited
Pty. Limited ) (Victoria, Australia)
Peabody Mount Arthur North Pty. 10,000,000 shares, par value A$1.00 12 shares held by Peabody Resources
Limited (Australian Capital Territory, Limited
Australia)
Peabody Resources Corporation 10,000 shares, par value A$1.00 2 shares held by Peabody Resources
(Malaysia) Sdn Bhd (Malaysia) Limited
Peabody Resources Holdings Pty. 10,000,000 "A" Ordinary Shares, par 202 Class A shares held by Darex
Limited (Australian Capital Territory, value A$1.00 Capital, Inc.
Australia)
---------------------------------------
10,000,000 "B" Ordinary Shares, par 406 of Class B shares held by
value A$0.50 Peabody Investments (Australia) Pty.
Limited
Peabody Resources Limited (Victoria, 9,501,627 "A" Ordinary shares, par 9,501,627 Class A shares held by
Australia) value A$0.50 Dolphin Properties Pty. Limited
---------------------------------------
80,966,746 "B" Ordinary shares, par 38,031,520 Class B shares held by
value A$0.25 Peabody Investments (Australia) Pty.
Limited
Peabody Resources Staff Retirement 1,000,000 shares, par value A$1.00 2 shares held by Peabody Resources
Fund Pty. Limited (New South Limited
Wales, Australia)
Peabody Sub Holdings Pty. Limited 100,000,000 shares, par value A$1.00 12 shares held by Peabody Resources
(Australian Capital Territory, Holdings Pty. Limited
Australia)
Ravensworth Coal Trust (New South 100% of equity held by Peabody
Wales, Australia) Mining Investments Pty. Limited
Ravensworth Pastoral Company Pty. 1,000,000 shares, par value A$1.00 486,900 shares held by Peabody
Limited (New South Wales, Resources Limited
Australia)
COMPANY AUTHORIZED STOCK ISSUED STOCK OWNERSHIP
==================================================================================================================
Rylandes Insurance Company Pty. 2,000,000 shares, par value 2,000,000 shares held by Peabody
Limited (Singapore) Singapore Resources Limited
$1.00
Survga Limited (Victoria, Australia) 1,000,000 shares, par value A$1.00 5 shares held by Peabody Resources
Limited
Warkworth Coal Sales Limited (New 400 shares 115 shares held by Peabody Mining
South Wales, Australia) Investments Pty Limited
60 shares held by Peabody
Australasia Pty. Limited
225 shares held by unaffiliated Third
Parties
Warkworth Mining Limited (New 400 shares 115 shares held by Peabody
South Wales, Australia) Resources Limited
60 shares held by Peabody
Australasia Pty. Limited
225 of shares held by unaffiliated
Third Parties
Warkworth Pastoral Co. Pty. Limited 400 shares 115 shares held by Peabody
(New South Wales, Australia) Resources Limited
60 shares held by Peabody
Australasia Pty. Limited
225 shares held by unaffiliated Third
Parties
========================================================================================================================