UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 16, 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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
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) |
Registrant’s telephone number, including area code: (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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Explanatory Note:
Peabody Energy Corporation (“Peabody” or “the Company”) filed a Current Report on Form 8-K
with the Securities and Exchange Commission (“SEC”) on October 17, 2007 (the “Original Form 8-K”),
related to, among other things, the announcement by the Board of Directors of Peabody that it
approved the spin-off of Patriot Coal Corporation (“Patriot”) from Peabody. The Company disclosed
in the Original Form 8-K that it would incur transaction costs in connection with the spin-off but
that Peabody determined that, at the time of the filing of the Original Form 8-K, it was unable in
good faith to make a determination of the estimates required by paragraphs (b), (c), and (d) of
Item 2.05 of the Form 8-K General Instructions. The purpose of this Current Report on Form 8-K/A
(Amendment No. 1) is to amend the Original Form 8-K to provide such estimates, which were
determined by the Company on November 5, 2007.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On October 31, 2007, Peabody completed the spin-off of its wholly-owned subsidiary Patriot,
which was accomplished through a special dividend of all outstanding shares of Patriot to Peabody
shareholders. 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 SEC on October 25, 2007, and is incorporated herein by reference.
We estimate that we will incur after-tax transaction costs of approximately $150 million in
connection with the spin-off of Patriot from Peabody. These costs are composed primarily of
professional fees (approximately $25 million), accelerated stock compensation related to certain
Patriot employees (approximately $12 million) and a loss related to a coal supply/purchase
agreement (approximately $100 million).
We estimate that after-tax costs in the range of $125 million to $135 million will result in
future cash expenditures.