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
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October 31, 2007 |
Peabody Energy Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-16463
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13-4004153 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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701 Market Street
St. Louis, Missouri
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63101-1826 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(314) 342-3400 |
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:
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))
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Item 2.01. Completion of Acquisition or Disposition of Assets
On October 31, 2007, Peabody Energy Corporation (“Peabody” or the “Company”) completed the
spin-off of its wholly-owned subsidiary Patriot Coal Corporation (“Patriot”), which was
accomplished through a special dividend of all outstanding shares of Patriot to Peabody
shareholders. Holders of Peabody common stock of record at the close of business on October 22,
2007 received a dividend of one share of Patriot common stock for every ten shares of Peabody
common stock that they owned. As a result of the spin-off, Patriot is no longer owned by Peabody
and is now an independent public company. Shares of Patriot common stock began trading on a
when-issued basis on the New York Stock Exchange (“NYSE”) on October 18, 2007, and began trading
“regular way” on the NYSE on November 1, 2007 under the symbol “PCX”.
In connection with the spin-off, the Company has entered into definitive agreements with
Patriot that, among other things, set forth the terms and conditions of the spin-off and provide a
framework for the Company’s relationship with Patriot after the spin-off. A summary of certain
important terms of these definitive agreements can be found under Item 1.01 of our Current Report
on Form 8-K filed with the Securities and Exchange Commission on October 25, 2007 (the “October 25
Form 8-K”) and is incorporated herein by reference. Further information concerning the spin-off
and related matters is contained in the Information Statement, dated October 22, 2007, filed as
Exhibit 99.1 to Patriot’s Current Report on Form 8-K, filed with the SEC on October 24, 2007.
Peabody is not aware of any material relationship, other than in respect of the spin-off, between
Patriot and Peabody, or any of Peabody’s affiliates, or any director or officer of Peabody, or any
associate of any such director or officer, except as disclosed herein or in the October 25 Form
8-K.
A copy of the press release relating to our announcement of the completion of the spin-off is
attached hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On October 31, 2007, Irl F. Engelhardt’s resignation from the Board of Directors of Peabody
became effective and Mr. Engelhardt stepped down form his position as a director.
Contemporaneously with his stepping down, Mr. Engelhardt joined the Board of Directors of Patriot
and assumed the position of Chairman of Patriot’s Board of Directors.
On October 31, 2007, Richard M. Whiting elected to resign from his position as Executive Vice
President and Chief Marketing Officer of Peabody in connection with the spin-off of Patriot from
Peabody. Mr. Whiting assumed the position of President and Chief Executive Officer of Patriot.
Item 9.01. Financial Statements and Exhibits
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Pro Forma Financial Information |
The Unaudited Pro Forma Condensed Consolidated Financial Statements of Peabody (the “Pro Forma Financial
Statements”) reflecting the spin-off of Patriot from Peabody described under Item 2.01 above are
attached as Exhibit 99.2 hereto and are incorporated herein by reference. The Pro Forma Financial
Statements include the following information:
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Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the Years Ended December 31,
2004, 2005 and 2006 and for the Nine Months Ended September 30, 2007 |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2007 |