SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
Arch Coal, Inc.
(Name of Issuer)
Common Stock
(Title of class of Securities)
039380100
(CUSIP Number)
David L. Hausrath
Vice President and
General Counsel
Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333
(Name, address and telephone number of person
authorized to receive notices and communications)
February 22, 2001
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
Page 2 of 6
CUSIP No. 039380100 13D
1 NAME OF REPORTING PERSONS Ashland Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-0122250
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS 00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
CO
Page 3 of 6
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
ITEM 1. SECURITY AND ISSUER
Ashland Inc. ("Ashland") currently does not own any shares of
common stock ("Common Stock"), par value $.01 per share, of Arch Coal, Inc.
("Arch Coal").
Arch Coal is a Delaware corporation with its principal executive
offices located at City Place One, Suite 300, Creve Coeur, Missouri 63141.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) and (c) Ashland is a Kentucky corporation with its
principal executive offices located at 50 E. RiverCenter Blvd., P. O. Box
391, Covington, Kentucky 41012-0391. Ashland is a diversified company with
wholly owned operations in distribution, specialty chemicals, motor oil and
car care products, and highway construction. Ashland also has a 38-percent
equity interest in Marathon Ashland Petroleum LLC.
The executive officers and directors of Ashland and their
principal occupations are shown on the attached Schedule I. The business
address of each executive officer is shown on Schedule I. Each director's
business address is Ashland Inc., c/o Office of the Secretary, 50 E.
RiverCenter Boulevard, P. O. Box 391, Covington, KY 41012-0391.
(d-e) During the last five years, neither Ashland nor any of the
persons listed in Schedule I hereto, has been (i) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
(f) Each executive officer and director is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
Page 4 of 6
ITEM 4. PURPOSE OF TRANSACTION
On June 22, 1999, Ashland, as a shareholder of Arch Coal,
announced that it had retained the investment banking firm of Goldman Sachs
to help Ashland explore strategic alternatives for its investment in Arch
Coal.
On March 16, 2000, Ashland's board of directors declared a taxable
distribution to its shareholders of approximately 17.4 million of its 22.1
million shares of Arch Coal Common Stock. On March 27, 2000, Ashland
distributed these 17.4 million shares of Arch Coal Common Stock to its
shareholders of record on March 24, 2000. Each share of Ashland Common
Stock received 0.246097 shares of Arch Coal Common Stock. In addition,
Ashland shareholders received $7.1875 per share for any fractional shares
of Arch Coal Common Stock, which was determined to be the value of Arch
Coal Common Stock on the record date.
At that time, Ashland announced that it intended to dispose of its
remaining 4.7 million shares of Arch Coal Common Stock in a transaction or
transactions that qualify as a sale for federal income tax purposes by
March 2001. On September 6, 2000, Arch Coal filed a registration statement
under the Securities Act of 1933, as amended, for the sale of 4,756,968
shares of Arch Coal Common Stock by Ashland in an underwritten public
offering. These shares were sold on February 22, 2001 at a price of $19.00
per share, before underwriter's commission.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
I. ASHLAND
(a) Ashland currently does not own any shares of Arch Coal Common
Stock.
(b) Not applicable.
(c) Except as otherwise disclosed herein, neither Ashland nor
the persons listed in Item 2 has effected any transaction
relating to Arch Coal Common Stock within the last 60
days.
(d) Not applicable.
(e) On February 22, 2001, Ashland sold all of its remaining
4,756,968 shares of Arch Coal Common Stock, thereby
ceasing to be the beneficial owner of more than five
percent of Arch Coal Common Stock.
II. EXECUTIVE OFFICERS AND DIRECTORS OF ASHLAND
The beneficial ownership of the Common Stock of Arch Coal of
Ashland's executive officers and directors is listed on Schedule II.
Page 5 of 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 22, 2001
-----------------------------------------
(Date)
/s/ David L. Hausrath
-----------------------------------------
David L. Hausrath
Vice President and General Counsel
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
OF
ASHLAND INC.
PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES
DIRECTORS PRINCIPAL OCCUPATION*
---------------- ----------------------------------------------------------------
Samuel C. Butler Partner of Cravath, Swaine & Moore, Attorneys, New York, New York
Frank C. Carlucci Chairman of the Board of The Carlyle Group, Washington, D.C.
Paul W. Chellgren Chairman of the Board and Chief Executive Officer of Ashland Inc., Covington, Kentucky
Ernest H. Drew Former CEO of Westinghouse Industries and Technology Group
James B. Farley Private Investor and Retired Chairman and Chief Executive Officer of Mutual Life Insurance
Company of New York, New York (now known as The MONY Group)
Ralph E. Gomory President of Alfred P. Sloan Foundation, New York, NY
Bernadine P. Healy President and Chief Executive Officer of the American Red Cross, Washington, D.C.
Mannie L. Jackson Majority owner and Chairman and Chief Executive Officer of the Harlem Globetrotters,
International
Patrick F. Noonan Chairman of the Board of The Conservation Fund, Arlington, Virginia
Jane C. Pfeiffer Management Consultant, Vero Beach, Florida
William L. Rouse, Jr. Former Chairman of the Board, President and Chief Executive Officer of First Security
Corporation
Theodore M. Solso Chairman and Chief Executive Officer of Cummins Inc.
* For business addresses, see Item 2.
EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION
------------------ ----------------------- ---------------------------------------------------
Paul W. Chellgren P. O. Box 391 Chairman of the Board and
Covington, KY 41012 Chief Executive Officer
James R. Boyd P. O. Box 391 Senior Vice President
Covington, KY 41012 and Group Operating Officer
David J. D'Antoni P. O. Box 2219 Senior Vice President
Columbus, OH 43216 and Group Operating Officer
J. Marvin Quin P. O. Box 391 Senior Vice President
Covington, KY 41012 and Chief Financial Officer
James J. O'Brien P. O. Box 1400 Senior Vice President;
Lexington, KY 40512 President, The Valvoline Company
Charles F. Potts APAC, Inc. Senior Vice President;
3340 Peachtree Rd., NE President, APAC, Inc.
Tower Place
Atlanta, GA 30326
Kenneth L. Aulen P. O. Box 391 Administrative Vice
Ashland, KY 41114 President; Controller
Philip W. Block P. O. Box 391 Administrative Vice
Covington, KY 41012 President
J. Dan Lacy P. O. Box 391 Vice President
Covington, KY 41012
David L. Hausrath P. O. Box 391 Vice President and
Covington, KY 41012 General Counsel
Richard P. Thomas P. O. Box 391 Vice President and
Covington, KY 41012 Secretary
Peter M. Bokach P. O. Box 2219 Vice President;
Columbus, OH 43216 President of Ashland
Distribution Company
James A. Duquin P. O. Box 2219 Vice President;
Columbus, OH 43216 President of Ashland
Specialty Chemical Company
Lamar M. Chambers P. O. Box 391 Auditor
Covington, KY 41012
SCHEDULE II
Arch Coal Common Stock Transactions* and
Ownership by Ashland Directors and Executive Officers
Director of Ashland Total Ownership
----------------------------------------- ----------------------------
Samuel C. Butler 625 direct
Frank C. Carlucci 626 direct
Paul W. Chellgren
(information included in
Executive Officer's List)
Ernest H. Drew 1,722 direct
James B. Farley 98 joint with wife
492 direct
Ralph E. Gomory 246 direct
Bernadine P. Healy 917 direct
Mannie L. Jackson 492 direct
Patrick F. Noonan 492 direct
Jane C. Pfeiffer 694 direct
William L. Rouse 1,114 direct
Theodore M. Solso 246 direct
*There were no transactions relating to Arch Coal Common Stock effected by
Ashland Directors and Executive Officers within the last 60 days.
Executive Officer of Ashland Total Ownership
------------------------------- -------------------------------
Kenneth L. Aulen 2,547 direct
Philip W. Block 500 (1)
900 direct
Peter M. Bokach 59 (1)
676 direct
James R. Boyd 52 (1)
1,045 joint with wife
32,647 direct
Lamar M. Chambers 731 (1)
225 direct
Paul W. Chellgren 20,402 direct
39 (1)
David J. D'Antoni 1,545 (1)
123 custodian for son
1,577 direct
James A. Duquin 456 direct
David L. Hausrath 858 (1)
J. Daniel Lacy 962 (1)
James J. O'Brien 61 (1)
324 direct
Charles F. Potts 424 (1)
331 direct
J. Marvin Quin 24 (1)
7,071 direct
Richard P. Thomas 915 (1)
386 direct
(1) Shares held in Ashland's Employee Savings Plan as of January 30, 2001.