-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9zhox+Y7PnhYTfqAhdq8e2bPFkoIh1yYTxbkth/1kRmb8aS9jrnLF45NQMlgK62 hNrWGdZDJYCMa69T+3kDIw== 0001064728-99-000030.txt : 19991109 0001064728-99-000030.hdr.sgml : 19991109 ACCESSION NUMBER: 0001064728-99-000030 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P&L COAL HOLDINGS CORP CENTRAL INDEX KEY: 0001064728 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 134004153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073 FILM NUMBER: 99743045 BUSINESS ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARTINKA COAL CO CENTRAL INDEX KEY: 0001067208 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 550716084 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-26 FILM NUMBER: 99743046 BUSINESS ADDRESS: STREET 1: 815 LAIDLEY TOWER STREET 2: P.O. BOX 1233 CITY: CHARLESTON STATE: WV ZIP: 25324-0004 BUSINESS PHONE: 3043440300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDCO SUPPLY & EQUIPMENT CORP CENTRAL INDEX KEY: 0001067209 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 436042249 STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-27 FILM NUMBER: 99743047 BUSINESS ADDRESS: STREET 1: P.O. BOX 14542 CITY: ST. LOUIS STATE: MO ZIP: 63178 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTAIN VIEW COAL CO CENTRAL INDEX KEY: 0001067211 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251474206 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-29 FILM NUMBER: 99743048 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TOWER STREET 2: P.O. BOX 1233 CITY: CHARLESTON STATE: WV ZIP: 25334-0004 BUSINESS PHONE: 3043440300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH PAGE COAL CORP CENTRAL INDEX KEY: 0001067212 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 311210133 STATE OF INCORPORATION: WV FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-30 FILM NUMBER: 99743049 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TOWER STREET 2: P.O. BOX 1233 CITY: CHARLESTON STATE: WV ZIP: 25334-0004 BUSINESS PHONE: 3043440300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO COUNTY COAL CO CENTRAL INDEX KEY: 0001067213 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611176239 STATE OF INCORPORATION: KY FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-31 FILM NUMBER: 99743050 BUSINESS ADDRESS: STREET 1: 19070 HIGHWAY 1078 CITY: HENDERSON STATE: KY ZIP: 42420 BUSINESS PHONE: 5025467561 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATRIOT COAL CO LP CENTRAL INDEX KEY: 0001067214 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611258748 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-32 FILM NUMBER: 99743051 BUSINESS ADDRESS: STREET 1: 19070 HIGHWAY 1078 CITY: HENDERSON STATE: KY ZIP: 42420 BUSINESS PHONE: 5025467561 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENTRY MINING CO CENTRAL INDEX KEY: 0001067216 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431540251 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-48 FILM NUMBER: 99743052 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 700 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOROUGHBRED LLC CENTRAL INDEX KEY: 0001067217 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431686687 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-51 FILM NUMBER: 99743053 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 700 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY AMERICA INC CENTRAL INDEX KEY: 0001067218 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 931116066 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-33 FILM NUMBER: 99743054 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 700 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3032713600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY COALSALES CO CENTRAL INDEX KEY: 0001067219 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431610419 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-35 FILM NUMBER: 99743055 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 830 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143427600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY SOLUTIONS INC CENTRAL INDEX KEY: 0001067220 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431753832 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-38 FILM NUMBER: 99743056 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 830 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143427600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENCE MATERIAL HANDLING CO CENTRAL INDEX KEY: 0001067221 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 431750064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-21 FILM NUMBER: 99743057 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERIOR HOLDINGS CORP CENTRAL INDEX KEY: 0001067222 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 431750064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-22 FILM NUMBER: 99743058 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAMES RIVER COAL TERMINAL CO CENTRAL INDEX KEY: 0001067223 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 550643770 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-23 FILM NUMBER: 99743059 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUNIPER COAL CO CENTRAL INDEX KEY: 0001067224 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 431744675 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-24 FILM NUMBER: 99743060 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUEGRASS COAL CO CENTRAL INDEX KEY: 0001067225 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 431540253 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-05 FILM NUMBER: 99743061 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABALLO COAL CO CENTRAL INDEX KEY: 0001067226 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 830309633 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-06 FILM NUMBER: 99743062 BUSINESS ADDRESS: STREET 1: CALLER BOX 3037 CITY: GILLETTE STATE: WY ZIP: 82717 BUSINESS PHONE: 3076876900 MAIL ADDRESS: STREET 1: CALLER BOX 3037 CITY: GILLETTE STATE: WY ZIP: 82717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COTTONWOOD LAND CO CENTRAL INDEX KEY: 0001067227 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 830309633 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-11 FILM NUMBER: 99743063 BUSINESS ADDRESS: STREET 1: 301 N MEMORIAL DR STREET 2: SUITE 334 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3143427610 MAIL ADDRESS: STREET 1: 301 N MEMORIAL DR STREET 2: SUITE 334 CITY: ST LOUIS STATE: MO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND EAGLE MINING INC CENTRAL INDEX KEY: 0001067228 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 611250622 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-19 FILM NUMBER: 99743064 BUSINESS ADDRESS: STREET 1: 19070 HIGHWAY 1078 S CITY: HENDERSON STATE: KY ZIP: 42420 BUSINESS PHONE: 3143427610 MAIL ADDRESS: STREET 1: 301 N MEMORIAL DR STREET 2: SUITE 334 CITY: ST LOUIS STATE: MO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY HOLDING CO INC CENTRAL INDEX KEY: 0001067229 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132871045 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-39 FILM NUMBER: 99743065 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 700 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAYDEN GULCH TERMINAL INC CENTRAL INDEX KEY: 0001067230 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 860719481 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-20 FILM NUMBER: 99743066 BUSINESS ADDRESS: STREET 1: PO BOX 882323 CITY: STEAMBOAT SPRINGS STATE: CO ZIP: 80488 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 301 N MEMORIAL DR STREET 2: SUITE 334 CITY: ST LOUIS STATE: MO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY NATURAL RESOURCES CO CENTRAL INDEX KEY: 0001067231 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510332232 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-40 FILM NUMBER: 99743067 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 718 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY TERMINALS INC CENTRAL INDEX KEY: 0001067232 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 311035824 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-41 FILM NUMBER: 99743068 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 712 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY VENEZUELA COAL CORP CENTRAL INDEX KEY: 0001067233 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431609813 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-42 FILM NUMBER: 99743069 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 715 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN ROYALTY CORP CENTRAL INDEX KEY: 0001067234 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 042698759 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-15 FILM NUMBER: 99743070 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN ASSOCIATED COAL CORP CENTRAL INDEX KEY: 0001067235 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 251125516 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-14 FILM NUMBER: 99743071 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EACC CAMPS INC CENTRAL INDEX KEY: 0001067236 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 250600150 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-13 FILM NUMBER: 99743072 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY COALTRADE INC CENTRAL INDEX KEY: 0001067237 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431666743 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-36 FILM NUMBER: 99743073 BUSINESS ADDRESS: STREET 1: 4405 COX ROAD, SUITE 220 CITY: GLEN ALLEN STATE: VA ZIP: 23050-3395 BUSINESS PHONE: 8049350345 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOK MOUNTAIN COAL CO CENTRAL INDEX KEY: 0001067238 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 550732291 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-10 FILM NUMBER: 99743074 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONY BAY COAL CO CENTRAL INDEX KEY: 0001067239 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 550604613 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-09 FILM NUMBER: 99743075 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY DEVELOPMENT CO CENTRAL INDEX KEY: 0001067240 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431265557 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-37 FILM NUMBER: 99743076 BUSINESS ADDRESS: STREET 1: 301 NORTH MEMORIAL DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3143427610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COAL PROPERTIES CORP CENTRAL INDEX KEY: 0001067241 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 042702708 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-08 FILM NUMBER: 99743077 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY COAL CO CENTRAL INDEX KEY: 0001067242 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132606920 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-34 FILM NUMBER: 99743078 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TOWER CITY: CHARLESTON STATE: WV ZIP: 25301 BUSINESS PHONE: 5028270800 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES COAL CO CENTRAL INDEX KEY: 0001067243 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 042698757 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-07 FILM NUMBER: 99743079 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFINITY MINING CO CENTRAL INDEX KEY: 0001067244 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 251207512 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-01 FILM NUMBER: 99743080 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINE RIDGE COAL CO CENTRAL INDEX KEY: 0001067245 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 550737187 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-44 FILM NUMBER: 99743081 BUSINESS ADDRESS: STREET 1: 810 LAIDLEY TOWER CITY: CHARLESTON STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKROCK FIRST CAPITAL CORP CENTRAL INDEX KEY: 0001067246 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 550695451 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-04 FILM NUMBER: 99743082 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 BUSINESS PHONE: 3043440300 MAIL ADDRESS: STREET 1: 800 LAIDLEY TWR STREET 2: PO BOX 1233 CITY: CHARLESTOWN STATE: WV ZIP: 25324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWDER RIVER COAL CO CENTRAL INDEX KEY: 0001067247 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 430996010 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-45 FILM NUMBER: 99743083 BUSINESS ADDRESS: STREET 1: 1013 EAST BOXELDER CITY: GILLETTE STATE: WY ZIP: 82718 BUSINESS PHONE: 3076876900 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG SKY COAL CO CENTRAL INDEX KEY: 0001067248 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 810476071 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-03 FILM NUMBER: 99743084 BUSINESS ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745233 MAIL ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAYENTA MOBILE HOME PARK INC CENTRAL INDEX KEY: 0001067249 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 860773596 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-25 FILM NUMBER: 99743085 BUSINESS ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745233 MAIL ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIO ESCONDIDO COAL CORP CENTRAL INDEX KEY: 0001067250 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742666822 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-46 FILM NUMBER: 99743086 BUSINESS ADDRESS: STREET 1: P.O. BOX 66746 CITY: ST. LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD FIELDS MINING CORP CENTRAL INDEX KEY: 0001067251 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 860773596 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-17 FILM NUMBER: 99743087 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SNOWBERRY LAND CO CENTRAL INDEX KEY: 0001067252 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431721980 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-49 FILM NUMBER: 99743088 BUSINESS ADDRESS: STREET 1: 301 N. MEMORIAL DRIVE, SUITE 333 CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD FIELDS OPERATING CO- ORITZ CENTRAL INDEX KEY: 0001067253 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 222204381 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-18 FILM NUMBER: 99743089 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD FIELDS CHILE SA CENTRAL INDEX KEY: 0001067254 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 133004607 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-16 FILM NUMBER: 99743090 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SMOKELESS COAL CO CENTRAL INDEX KEY: 0001067255 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 550463558 STATE OF INCORPORATION: WV FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-50 FILM NUMBER: 99743091 BUSINESS ADDRESS: STREET 1: 800 LAIDLEY TOWER STREET 2: P.O. BOX 1233 CITY: CHARLESTON STATE: WV ZIP: 25352 BUSINESS PHONE: 3143440300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DARIUS GOLD MINE INC CENTRAL INDEX KEY: 0001067256 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 132899722 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-12 FILM NUMBER: 99743092 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARID OPERATIONS INC CENTRAL INDEX KEY: 0001067257 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 841199578 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-02 FILM NUMBER: 99743093 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY WESTERN COAL CO CENTRAL INDEX KEY: 0001067258 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860766626 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-43 FILM NUMBER: 99743094 BUSINESS ADDRESS: STREET 1: 1300 S. YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745253 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENECA COAL CO CENTRAL INDEX KEY: 0001067259 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841273892 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59073-47 FILM NUMBER: 99743095 BUSINESS ADDRESS: STREET 1: 1300 S. YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745253 424B3 1 Filed Pursuant to Rule 424(b)(3) File Nos. 333-59073 333-59073-01 to 333-59073-51 P&L COAL HOLDINGS CORPORATION SUPPLEMENT NO. 2 TO MARKET-MAKING PROSPECTUS DATED AUGUST 2, 1999 THE DATE OF THIS SUPPLEMENT IS NOVEMBER 8, 1999 ON NOVEMBER 4, 1999, P&L COAL HOLDINGS CORPORATION FILED THE ATTACHED REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 ------------------------------------------------ or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------------- ----------------------- Commission File Number 333-59073 -------------------------------------------------------- P&L COAL HOLDINGS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-4004153 - ----------------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 701 Market Street, St. Louis, Missouri 63101-1826 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (314) 342-3400 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No ----- ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements. P&L COAL HOLDINGS CORPORATION UNAUDITED STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS (In thousands) Predecessor Company --------------- Quarter Ended Quarter Ended Six Months Ended Period Ended Period Ended September 30, September 30, September 30, September 30, May 19, 1999 1998 1999 1998 1998 --------------- --------------- --------------- --------------- --------------- REVENUES Sales $ 621,638 $ 535,860 $ 1,224,003 $ 780,877 $ 278,930 Other revenues 26,354 21,638 54,665 39,288 13,478 --------------- --------------- --------------- --------------- --------------- Total revenues 647,992 557,498 1,278,668 820,165 292,408 OPERATING COSTS AND EXPENSES Operating costs and expenses (523,846) (464,534) (1,035,195) (677,281) (246,801) Depreciation, depletion and amortization (60,803) (51,783) (125,299) (77,474) (26,218) Selling and administrative expenses (20,679) (16,790) (41,167) (25,748) (12,017) --------------- --------------- --------------- --------------- --------------- OPERATING PROFIT 42,664 24,391 77,007 39,662 7,372 Interest expense (51,057) (52,692) (100,852) (75,846) (4,222) Interest income 1,084 6,726 2,095 7,753 1,667 --------------- --------------- --------------- --------------- --------------- INCOME (LOSS) BEFORE INCOME TAXES (7,309) (21,575) (21,750) (28,431) 4,817 Income tax (provision) benefit 196 6,903 2,480 8,472 (4,341) Minority interests (1,626) - (3,121) - - --------------- --------------- --------------- --------------- --------------- NET INCOME (LOSS) $ (8,739) $ (14,672) $ (22,391) $ (19,959) $ 476 =============== =============== =============== =============== =============== Includes results for the six months ended September 30, 1998; however, P&L Coal Holdings Corporation had no activity for the period April 1, 1998 to May 19, 1998. See accompanying notes to unaudited condensed consolidated financial statements.
See accompanying notes to unaudited condensed consolidated financial statements. P&L COAL HOLDINGS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) September 30, March 31, 1999 1999 --------------- --------------- ASSETS Current assets Cash and cash equivalents $ 126,312 $ 194,078 Accounts receivable, less allowance for doubtful accounts of $177 for both periods 384,172 312,748 Materials and supplies 52,791 53,978 Coal inventory 192,816 195,919 Assets from power trading activities 955,359 1,037,300 Other current assets 78,073 38,438 --------------- --------------- Total current assets 1,789,523 1,832,461 Property, plant, equipment and mine development, net of accumulated depreciation, depletion and amortization of $307,090 and $193,492, respectively 4,800,458 4,797,945 Investments and other assets 391,544 393,525 --------------- --------------- Total assets $ 6,981,525 $ 7,023,931 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt $ 91,028 $ 72,404 Income taxes payable 6,054 7,308 Liabilities from power trading activities 547,623 638,062 Accounts payable and accrued expenses 701,178 627,734 --------------- --------------- Total current liabilities 1,345,883 1,345,508 Long-term debt, less current maturities 2,433,182 2,469,975 Deferred income taxes 770,768 780,175 Accrued reclamation and other environmental liabilities 506,584 498,032 Workers' compensation obligations 209,238 207,544 Accrued postretirement benefit costs 966,136 956,714 Obligation to industry fund 62,267 63,107 Other noncurrent liabilities 179,568 183,736 --------------- --------------- Total liabilities 6,473,626 6,504,791 Minority interests 28,962 23,910 Stockholders' equity: Preferred Stock - $0.01 per share par value; 10,000,000 shares authorized, 5,000,000 shares issued and outstanding 50 50 Common Stock - Class A, $0.01 per share par value; 30,000,000 shares authorized, 19,000,000 shares issued and outstanding 190 190 Common Stock - Class B, $0.01 per share par value; 3,000,000 shares authorized, 708,767 shares issued and outstanding 7 7 Additional paid-in capital 484,772 484,772 Employee stock loans (2,965) (2,331) Accumulated other comprehensive income 9,083 2,333 Retained earnings (accumulated deficit) (12,182) 10,209 Treasury shares, at cost: 5,155 Class B shares as of September 30, 1999 (18) - --------------- --------------- Total stockholders' equity 478,937 495,230 --------------- --------------- Total liabilities and stockholders' equity $ 6,981,525 $ 7,023,931 =============== ===============
See accompanying notes to unaudited condensed consolidated financial statements. P&L COAL HOLDINGS CORPORATION UNAUDITED STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (In thousands) Predecessor Company --------------- Six Months Ended Period Ended Period Ended September 30, September 30, May 19, 1999 1998 1998 --------------- --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (22,391) $ (19,959) $ 476 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 125,299 77,474 26,218 Deferred income taxes (11,908) (13,652) 2,835 Amortization of debt discount and debt issuance costs 8,362 6,133 1,379 Net (gain) loss on property and equipment disposals (2,914) 32 (328) Net gain on coal contract restructuring (750) (592) - Minority interests 3,121 - - Changes in current assets and liabilities, excluding effects of acquisitions: Accounts receivable (71,577) 96,398 (132,065) Materials and supplies 1,234 2,155 881 Coal inventory 11,520 22,025 (2,807) Other current assets (39,336) 17,068 (10,701) Accounts payable and accrued expenses 72,145 (114,570) 87,814 Income taxes payable (695) 15,428 1,234 Net assets from power trading activities (8,498) (6,836) 5,289 Accrued reclamation and related liabilities (8,697) (1,516) (1,622) Workers' compensation obligations 1,694 676 (2,156) Accrued postretirement benefit costs 9,422 3,239 6,092 Obligation to industry fund (840) (1,004) (2,379) Royalty prepayment - 135,903 - Other, net (18,226) (12,819) (10,619) --------------- --------------- --------------- Net cash provided by (used in) operating activities 46,965 205,583 (30,459) --------------- --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant, equipment and mine development (89,323) (82,464) (20,950) Acquisitions, net (30,239) (1,994,635) - Contribution from minority interests 704 - - Proceeds from coal contract restructuring 750 3,881 328 Proceeds from property and equipment disposals 4,252 - 1,374 Proceeds from sale-leaseback transactions 24,245 5,170 - --------------- --------------- --------------- Net cash used in investing activities (89,611) (2,068,048) (19,248) --------------- --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Change in short-term borrowings 7,165 29,743 - Proceeds from long-term debt 8,291 1,833,755 53,597 Payments of long-term debt (39,655) (154,542) (19,423) Capital contribution - 480,000 - Dividends paid to stockholders - - (173,330) Dividends paid to minority interests (1,093) - - Proceeds from affiliated loan - 88 141,000 Advances from affiliates - - 21,693 --------------- --------------- --------------- Net cash provided by (used in) financing activities (25,292) 2,189,044 23,537 Effect of exchange rate changes on cash and cash equivalents 172 (329) (292) --------------- --------------- --------------- Net increase (decrease) in cash and cash equivalents (67,766) 326,250 (26,462) Cash and cash equivalents at beginning of period 194,078 - 96,821 --------------- --------------- --------------- Cash and cash equivalents at end of period $ 126,312 $ 326,250 $ 70,359 =============== =============== ===============
See accompanying notes to unaudited condensed consolidated financial statements. P&L COAL HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The accompanying condensed consolidated financial statements include the consolidated operations and balance sheets of P&L Coal Holdings Corporation (the "Company"), also known as Peabody Group. These financial statements include the subsidiaries of Peabody Holding Company, Inc. ("Peabody Holding Company"), Gold Fields Mining Corporation ("Gold Fields") which owns Lee Ranch Coal Company ("Lee Ranch"), Citizens Power LLC ("Citizens Power") and Peabody Resources Holdings Pty. Ltd. ("Peabody Resources"), an Australian company (collectively, the "Predecessor Company" or "P&L Coal Group"). Through May 19, 1998, the Predecessor Company was a wholly owned indirect subsidiary of The Energy Group, PLC ("The Energy Group"). Effective May 20, 1998, the Predecessor Company was acquired by the Company. P&L Coal Holdings Corporation, a holding company with no direct operations and nominal assets other than its investment in its subsidiaries, was formed by Lehman Brothers Merchant Banking Partners II L. P. on February 27, 1998 for the purpose of acquiring the Predecessor Company and had no significant activity until the acquisition. The accompanying condensed consolidated financial statements as of and for the quarter and six months ended September 30, 1999 and for the quarter and period ended September 30, 1998, and the notes thereto, are unaudited. However, in the opinion of management, these financial statements reflect all adjustments necessary for a fair presentation of the results of the periods presented. The results of operations for the quarter and six months ended September 30, 1999 are not necessarily indicative of the results to be expected for the full year. (2) Reclassifications Certain amounts in the prior periods have been reclassified to conform with the report classifications for the six months ended September 30, 1999, with no effect on previously reported operating results or stockholders' equity. (3) Comprehensive Income The following table sets forth the components of comprehensive loss for the quarter and six months ended September 30, 1999, and the quarter and period ended September 30, 1998 (in thousands): Quarter Ended Quarter Ended Six Months Ended Period Ended September 30, September 30, September 30, September 30, 1999 1998 1999 1998 --------------- --------------- --------------- --------------- Net loss $ (8,739) $ (14,672) $ (22,391) $ (19,959) Foreign currency translation adjustment (5,718) (6,024) 6,750 (13,731) --------------- --------------- --------------- --------------- Comprehensive loss $ (14,457) $ (20,696) $ (15,641) $ (33,690) =============== =============== =============== ===============
(4) Restructuring Liability In conjunction with the acquisition of P&L Coal Group, the Company established a $39.4 million liability for estimated costs associated with a restructuring plan resulting from the business combination. The estimate was comprised of costs associated with exiting certain activities ("exit plan") and consolidating and restructuring certain management and administrative functions ("restructuring plan") and includes costs resulting from a plan to terminate or relocate employees. Costs associated with the restructuring and exit plans are being charged against the liability as incurred. The total costs charged against the liability for the quarter and six months ended September 30, 1999 are $2.4 million and $5.3 million, respectively. The cumulative net cash outlays and non-cash costs charged against the liability through September 30, 1999 are as follows (in thousands): Cash Outlays Non-cash Costs Total --------------- --------------- --------------- Restructuring plan $ 24,000 $ - $ 24,000 Exit plan 6,519 3,648 10,167 --------------- --------------- --------------- $ 30,519 $ 3,648 $ 34,167 =============== =============== ===============
If the ultimate amount of cost expended is less than the remaining liability of $5.2 million, the excess will further reduce the cost of the acquisition. Any amount of cost exceeding the amount recorded as a liability will be included as a charge to operations in the period in which the adjustment is determined. (5) Business Segments The Company's industry and geographic data for continuing operations are as follows: (In thousands) Quarter Ended Quarter Ended Six Months Ended Period Ended September 30, September 30, September 30, September 30, 1999 1998 1999 1998 --------------- --------------- --------------- --------------- Revenues: U.S. Mining $ 585,590 $ 518,309 $ 1,171,488 $ 752,884 Non U.S. Mining 56,671 36,867 98,271 56,071 Other 5,731 2,322 8,909 11,210 --------------- --------------- --------------- --------------- $ 647,992 $ 557,498 $ 1,278,668 $ 820,165 =============== =============== =============== =============== Operating profit (loss): U.S. Mining $ 32,545 $ 22,660 $ 61,530 $ 29,197 Non U.S. Mining 11,846 7,429 22,184 10,806 Other (1,727) (5,698) (6,707) (341) --------------- --------------- --------------- --------------- $ 42,664 $ 24,391 $ 77,007 $ 39,662 =============== =============== =============== =============== Revenues: United States $ 591,321 $ 520,631 $ 1,180,397 $ 764,094 Foreign 56,671 36,867 98,271 56,071 --------------- --------------- --------------- --------------- $ 647,992 $ 557,498 $ 1,278,668 $ 820,165 =============== =============== =============== =============== Operating profit: United States $ 30,818 $ 16,962 $ 54,823 $ 28,856 Foreign 11,846 7,429 22,184 10,806 --------------- --------------- --------------- --------------- $ 42,664 $ 24,391 $ 77,007 $ 39,662 =============== =============== =============== ===============
(6) Commitments and Contingencies Environmental Claims Environmental claims have been asserted against a subsidiary of the Company at 18 sites in the United States. Some of these claims are based on the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and on similar state statutes. The majority of these sites are related to activities of former subsidiaries of the Company. The Company's policy is to accrue environmental cleanup-related costs of a noncapital nature when those costs are believed to be probable and can be reasonably estimated. The quantification of environmental exposures requires an assessment of many factors, including changing laws and regulations, advancements in environmental technologies, the quality of information available related to specific sites, the assessment stage of each site investigation, preliminary findings and the length of time involved in remediation or settlement. For certain sites, the Company also assesses the financial capability of other potentially responsible parties and, where allegations are based on tentative findings, the reasonableness of the Company's apportionment. The Company has not anticipated any recoveries from insurance carriers or other potentially responsible third parties in its Consolidated Balance Sheets. The liabilities for environmental cleanup-related costs recorded in the Consolidated Balance Sheet at September 30, 1999 were $57.3 million. This amount represents those costs that the Company believes are probable and reasonably estimable. In the event that future remediation expenditures are in excess of amounts accrued, management does not anticipate that they will have a material adverse effect on the results of operations or financial position of the Company. Other In addition, the Company at times becomes a party to claims, lawsuits, arbitration proceedings and administrative procedures in the ordinary course of business. Management believes that the ultimate resolution of pending or threatened proceedings will not have a material adverse effect on the results of operations or financial position of the Company. (7) Supplemental Guarantor/Non-guarantor Financial Information In accordance with the indentures governing the Senior Notes and Senior Subordinated Notes, certain wholly-owned U.S. subsidiaries of the Company have fully and unconditionally guaranteed the debt associated with the purchase on a joint and several basis. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management believes that such information is not material to investors. The following condensed historical financial statement information is provided for such Guarantor/Non-guarantor Subsidiaries. P&L Coal Holdings Corporation Unaudited Supplemental Condensed Statements of Consolidated Operations For the Quarter Ended September 30, 1999 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- Total revenues $ - 500,414 $ 149,369 $ (1,791) $ 647,992 Costs and expenses: Operating costs and expenses - (418,402) (107,235) 1,791 (523,846) Depreciation, depletion and amortization - (44,792) (16,011) - (60,803) Selling and administrative expenses - (17,085) (3,594) - (20,679) Interest expense (33,862) (12,197) (4,998) - (51,057) Interest income - 976 108 - 1,084 --------------- --------------- --------------- --------------- --------------- Income (loss) before income taxes (33,862) 8,914 17,639 - (7,309) Income tax (provision) benefit 10,130 (3,576) (6,358) - 196 Minority interests - - (1,626) - (1,626) --------------- --------------- --------------- --------------- --------------- Net income (loss) $ (23,732) $ 5,338 $ 9,655 $ - $ (8,739) =============== =============== =============== =============== ===============
P&L Coal Holdings Corporation Unaudited Supplemental Condensed Statements of Consolidated Operations For the Quarter Ended September 30, 1998 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- Total revenues $ - $ 519,104 $ 38,394 $ - $ 557,498 Costs and expenses: Operating costs and expenses - (435,611) (28,923) - (464,534) Depreciation, depletion and amortization - (44,290) (7,493) - (51,783) Selling and administrative expenses - (16,392) (398) - (16,790) Interest expense (49,560) (2,368) (764) - (52,692) Interest income 1,193 5,443 90 - 6,726 --------------- --------------- --------------- --------------- --------------- Income (loss) before income taxes (48,367) 25,886 906 - (21,575) Income tax (provision) benefit 12,098 (3,962) (1,233) - 6,903 --------------- --------------- --------------- --------------- --------------- Net income (loss) $ (36,269) $ 21,924 $ (327) $ - $ (14,672) =============== =============== =============== =============== ===============
P&L Coal Holdings Corporation Unaudited Supplemental Condensed Statements of Consolidated Operations For the Six Months Ended September 30, 1999 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- Total revenues $ - $ 1,004,627 $ 277,322 $ (3,297) $ 1,278,668 Costs and expenses: Operating costs and expenses - (838,574) (199,918) 3,297 (1,035,195) Depreciation, depletion and amortization - (94,845) (30,454) - (125,299) Selling and administrative expenses - (33,831) (7,336) - (41,167) Interest expense (78,056) (14,513) (8,283) - (100,852) Interest income - 1,905 190 - 2,095 --------------- --------------- --------------- --------------- --------------- Income (loss) before income taxes (78,056) 24,785 31,521 - (21,750) Income tax (provision) benefit 21,107 (7,474) (11,153) - 2,480 Minority interests - - (3,121) - (3,121) --------------- --------------- --------------- --------------- --------------- Net income (loss) $ (56,949) $ 17,311 $ 17,247 $ - $ (22,391) =============== =============== =============== =============== ===============
P&L Coal Holdings Corporation Unaudited Supplemental Condensed Statements of Consolidated Operations For the Period Ended September 30, 1998 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- Total revenues $ - $ 753,837 $ 66,328 $ - $ 820,165 Costs and expenses: Operating costs and expenses - (633,040) (44,241) - (677,281) Depreciation, depletion and amortization - (66,339) (11,135) - (77,474) Selling and administrative expenses - (25,105) (643) - (25,748) Interest expense (69,261) (5,525) (1,060) - (75,846) Interest income 1,836 5,817 100 - 7,753 --------------- --------------- --------------- --------------- --------------- Income (loss) before income taxes (67,425) 29,645 9,349 - (28,431) Income tax (provision) benefit 17,108 (4,950) (3,686) - 8,472 --------------- --------------- --------------- --------------- --------------- Net income (loss) $ (50,317) $ 24,695 $ 5,663 $ - $ (19,959) =============== =============== =============== =============== ===============
P&L Coal Holdings Corporation Unaudited Supplemental Condensed Consolidated Balance Sheet As of September 30, 1999 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- ASSETS Current assets Cash and cash equivalents $ 20 $ 71,511 $ 54,781 $ - $ 126,312 Accounts receivable 732 241,126 167,829 (25,515) 384,172 Inventories - 184,799 60,808 - 245,607 Assets from power trading activities - - 955,359 - 955,359 Other current assets 342 49,311 28,420 - 78,073 --------------- --------------- --------------- --------------- --------------- Total current assets 1,094 546,747 1,267,197 (25,515) 1,789,523 Property, plant, equipment and mine development - at cost - 4,344,435 763,113 - 5,107,548 Less accumulated depreciation, depletion and amortization - (248,034) (59,056) - (307,090) --------------- --------------- --------------- --------------- --------------- - 4,096,401 704,057 - 4,800,458 Investments and other assets 1,943,792 1,448,121 155,085 (3,155,454) 391,544 --------------- --------------- --------------- --------------- --------------- Total assets $ 1,944,886 $ 6,091,269 $ 2,126,339 $ (3,180,969) $ 6,981,525 =============== =============== =============== =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt $ 20,367 $ 21,601 $ 49,060 $ - $ 91,028 Payable to affiliates, net (329,407) 331,152 (1,745) - - Income taxes payable - - 6,054 - 6,054 Liabilities from power trading activities - - 547,623 - 547,623 Accounts payable and accrued 67,364 427,527 231,802 (25,515) 701,178 --------------- --------------- --------------- --------------- --------------- Total current liabilities (241,676) 780,280 832,794 (25,515) 1,345,883 Long-term debt, less current maturities 1,707,625 177,551 548,006 - 2,433,182 Deferred income taxes - 701,786 68,982 - 770,768 Other noncurrent liabilities - 1,884,756 39,037 - 1,923,793 --------------- --------------- --------------- --------------- --------------- Total liabilities 1,465,949 3,544,373 1,488,819 (25,515) 6,473,626 Minority interests - - 28,962 - 28,962 Stockholders' equity 478,937 2,546,896 608,558 (3,155,454) 478,937 --------------- --------------- --------------- --------------- --------------- Total liabilities and stockholders' equity $ 1,944,886 $ 6,091,269 $ 2,126,339 $ (3,180,969) $ 6,891,525 =============== =============== =============== =============== ===============
P&L Coal Holdings Corporation Unaudited Supplemental Condensed Consolidated Balance Sheet As of March 31, 1999 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- ASSETS Current assets Cash and cash equivalents $ - $ 130,861 $ 63,217 $ - $ 194,078 Accounts receivable - 220,287 107,770 (15,309) 312,748 Inventories - 202,749 47,148 - 249,897 Assets from power trading activities - - 1,037,300 - 1,037,300 Other current assets - 24,293 14,145 - 38,438 --------------- --------------- --------------- --------------- --------------- Total current assets - 578,190 1,269,580 (15,309) 1,832,461 Property, plant, equipment and mine development - at cost - 4,298,203 693,234 - 4,991,437 Less accumulated depreciation, depletion and amortization - (158,295) (35,197) - (193,492) --------------- --------------- --------------- --------------- --------------- - 4,139,908 658,037 - 4,797,945 Investments and other assets 2,461,362 1,464,147 158,912 (3,690,896) 393,525 --------------- --------------- --------------- --------------- --------------- Total assets $ 2,461,362 $ 6,182,245 $ 2,086,529 $ (3,706,205) $ 7,023,931 =============== =============== =============== =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt $ 19,670 $ 21,666 $ 31,068 $ - $ 72,404 Payable to affiliates, net 152,364 (151,199) (1,165) - - Income taxes payable - 229 7,079 - 7,308 Liabilities from power trading - - 638,062 - 638,062 Accounts payable and accrued expenses 56,562 440,331 146,150 (15,309) 627,734 --------------- --------------- --------------- --------------- --------------- Total current liabilities 228,596 311,027 821,194 (15,309) 1,345,508 Long-term debt, less current maturities 1,737,536 173,364 559,075 - 2,469,975 Deferred income taxes - 711,932 68,243 - 780,175 Other noncurrent liabilities - 1,886,337 22,796 - 1,909,133 --------------- --------------- --------------- --------------- --------------- Total liabilities 1,966,132 3,082,660 1,471,308 (15,309) 6,504,791 Minority interests - - 23,910 - 23,910 Stockholders' equity 495,230 3,099,585 591,311 (3,690,896) 495,230 --------------- --------------- --------------- --------------- --------------- Total liabilities and stockholders' equity $ 2,461,362 $ 6,182,245 $ 2,086,529 $ (3,706,205) $ 7,023,931 =============== =============== =============== =============== ===============
P&L Coal Holdings Corporation Unaudited Supplemental Condensed Statements of Consolidated Cash Flows For the Six Months Ended September 30, 1999 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- Net cash provided by (used in) operating activities $ (58,463) $ 70,474 $ 34,954 $ - $ 46,965 --------------- --------------- --------------- --------------- --------------- Additions to property, plant, equipment and mine development - (70,630) (18,693) - (89,323) Acquisition, net - - (30,239) - (30,239) Contribution from minority interests - - 704 - 704 Proceeds from coal contract restructuring - 750 - - 750 Proceeds from property and equipment disposals - 3,773 479 - 4,252 Proceeds from sale-leaseback transactions - 24,245 - - 24,245 --------------- --------------- --------------- --------------- --------------- Net cash used in investing activities - (41,862) (47,749) - (89,611) --------------- --------------- --------------- --------------- --------------- Change in short-term borrowings - - 7,165 - 7,165 Proceeds from long term debt - - 8,291 - 8,291 Payments of long-term debt (30,000) (59) (9,596) - (39,655) Dividends paid to minority interests - - (1,093) - (1,093) Net change in due to/from affiliates 88,483 (87,903) (580) - - --------------- --------------- --------------- --------------- --------------- Net cash provided by (used in) financing activities 58,483 (87,962) 4,187 - (25,292) Effect of exchange rate changes on cash and equivalents - - 172 - 172 --------------- --------------- --------------- --------------- --------------- Net increase (decrease) in cash and equivalents 20 (59,350) (8,436) - (67,766) Cash and cash equivalents at beginning of period - 130,861 63,217 - 194,078 --------------- --------------- --------------- --------------- --------------- Cash and cash equivalents at end of period $ 20 $ 71,511 $ 54,781 $ - $ 126,312 =============== =============== =============== =============== ===============
P&L Coal Holdings Corporation Unaudited Supplemental Condensed Statements of Consolidated Cash Flows For the Period Ended September 30, 1998 (In thousands) Parent Guarantor Non-guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated --------------- --------------- --------------- --------------- --------------- Net cash provided by (used in) operating activities $ (68,617) $ 271,259 $ 2,941 $ - 4 205,583 --------------- --------------- --------------- --------------- --------------- Additions to property, plant, equipment and mine development - (53,989) (28,475) - (82,464) Acquisitions, net (1,994,635) - - - (1,994,635) Proceeds from coal contract restructuring - 3,881 - - 3,881 Proceeds from sale-leaseback transactions - 5,002 168 - 5,170 --------------- --------------- --------------- --------------- --------------- Net cash used in investing activities (1,994,635) (45,106) (28,307) - (2,068,048) --------------- --------------- --------------- --------------- --------------- Change in short-term borrowings - - 29,743 - 29,743 Proceeds from long-term debt 1,817,390 - 16,365 - 1,833,755 Payments of long-term debt (52,500) (76,324) (25,718) - (154,542) Capital contribution 398,000 - 82,000 - 480,000 Net change in due to/from (22,489) 76,677 (54,100) - 88 --------------- --------------- --------------- --------------- --------------- Net cash provided by financing activities 2,140,401 353 48,290 - 2,189,044 Effect of exchange rate changes on cash and equivalents - - (329) - (329) --------------- --------------- --------------- --------------- --------------- Net increase in cash and cash equivalents 77,149 226,506 22,595 - 326,250 Cash and cash equivalents at beginning of period - - - - - --------------- --------------- --------------- --------------- --------------- Cash and cash equivalents at end of period $ 77,149 $ 226,506 $ 22,595 $ - $ 326,250 =============== =============== =============== =============== ===============
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. For purposes of comparison to prior year operating results, the results of operations and cash flows for the six months ended September 30, 1998 reflect the results of the Company from April 1 to September 30, 1998 (the Company acquired the Predecessor Company on May 19, 1998 and prior to such date had no separate operations) and the results of the Predecessor Company from April 1 to May 19, 1998. The results of operations and cash flows for the period ended September 30, 1999 may not be directly comparable to the other periods indicated as a result of the effects of restatement of assets and liabilities to their estimated fair market value in accordance with the application of purchase accounting pursuant to Accounting Principles Board Opinion No. 16. Quarter Ended Quarter Ended Six Months Ended Six Months Ended September 30, September 30, September 30, September 30, 1999 1998 1999 1998 --------------- --------------- --------------- --------------- (In thousands) Revenues: Sales $ 621,638 $ 535,860 $ 1,224,003 $ 1,059,807 Other revenues 26,354 21,638 54,665 52,766 --------------- --------------- --------------- --------------- Total revenues 647,992 557,498 1,278,668 1,112,573 Operating costs and expenses (605,328) (533,107) (1,201,661) (1,065,539) --------------- --------------- --------------- --------------- Operating profit 42,664 24,391 77,007 47,034 Interest expense (51,057) (52,692) (100,852) (80,068) Interest income 1,084 6,726 2,095 9,420 --------------- --------------- --------------- --------------- Loss before income taxes (7,309) (21,575) (21,750) (23,614) Income tax benefit 196 6,903 2,480 4,131 Minority interests (1,626) - (3,121) - --------------- --------------- --------------- --------------- Net loss $ (8,739) $ (14,672) $ (22,391) $ (19,483) =============== =============== =============== =============== Other Data: EBITDA $ 103,467 $ 76,174 $ 202,306 $ 150,726 Cash provided by (used in): Operating activities $ 46,965 $ 175,124 Investing activities (89,611) (2,087,296) Financing activities (25,292) 2,212,581 Tons sold (In millions) 47.9 42.4 94.5 83.8 Represents the combination of the results of operations for the period from May 20, 1998 to September 30, 1998 with those of the Predecessor Company for the period from April 1 to May 19, 1998. EBITDA is defined as income before deducting net interest expense, income taxes, minority interests and depreciation, depletion and amortization. EBITDA has been reduced by costs associated with reclamation, retiree health care and workers' compensation. EBITDA is not a substitute for operating income, net income and cash flow from operating activities as determined in accordance with generally accepted accounting principles as a measure of profitability or liquidity. EBITDA is presented as additional information because management believes it to be a useful indicator of the Company's ability to meet debt service and capital expenditure requirements. Because EBITDA is not calculated identically by all companies, the presentation herein may not be comparable to other similarly titled measures of other companies. The amounts presented include EBITDA for Citizens Power of a $4.4 million loss, a $3.2 million loss and $0.4 million profit for the quarter ended September 30, 1998, the six months ended September 30, 1999 and the six months ended September 30, 1998, respectively. Citizens Power had EBITDA of zero for the quarter ended September 30, 1999.
Sales. Sales increased $85.7 million for the three months ended September 30, 1999 to $621.6 million, an increase of 16.0%. The current year results include sales from Black Beauty Coal Company (Black Beauty) of $84.3 million, which was accounted for under the equity method (and included as "Other Revenues") in the prior year. The Company increased its ownership interest in Black Beauty to 81.7% effective January 1, 1999. In addition, sales in Australia increased $19.2 million based upon higher customer demand and the acquisition of the Moura Mine. Overall sales volume increased 13.0% to 47.9 million tons for the three months ended September 30, 1999, primarily as a result of the inclusion of Black Beauty's 4.5 million tons in the current year and higher coal sales volumes in Australia. U.S. sales excluding Black Beauty declined $4.6 million as compared to the prior quarter, with improved pricing in the Powder River Basin more than offset by lower production due to operational difficulties, and weak demand and pricing in Appalachia. Sales from brokerage and trading activities declined $13.1 million, mainly due to the expiration of third party brokerage agreements. For the six month period, sales increased $164.2 million, or 15.5%, with $164.9 million of the increase attributable to Black Beauty. Sales in Australia increased $20.6 million as a result of 27.1% higher sales volumes, partially offset by a decrease of $17.9 million in the U.S. due to the operational difficulties and weak demand in Appalachia offsetting higher pricing in the Powder River Basin. Sales volumes increased 12.8% to 94.5 million tons on a year-to-date basis, including 8.7 million tons at Black Beauty. Other Revenues. Other revenues increased $4.8 million for the three month period, due to the completion of a power contract restructuring by Citizens Power during the second quarter and higher coal royalty income. For the six months ended September 30, 1999, other revenues increased $1.9 million as a result of higher coal royalty income that was partially offset by lower revenues at Citizens Power on a year-to-date basis. Operating Profit. Operating profit for the second quarter increased $18.3 million to $42.7 million. At the U.S. mining locations, operating profit improved $13.1 million, which includes an increase related to Black Beauty's consolidated results of $6.9 million. The remainder of the increase in the U.S. mining operations was due to higher productivity and lower costs in the Midwest and improved pricing in the Powder River Basin, partially offset by lower profitability in the Southwest due to lower production to reduce coal inventories. In addition, unfavorable operating difficulties in Appalachia were partially offset by the recognition of $4.6 million as a credit for Black Lung excise tax overpayments on export shipments in prior periods. Operating profit in Australia increased $4.4 million, primarily as a result of higher volumes and lower repair and maintenance expenses, while Citizens Power's operating profit increased $4.3 million due to improved power contract restructuring results. For the six months ended September 30, 1999, operating profit increased $30.0 million over the prior year, or 63.8%. Operating profit in the U.S. increased $36.6 million, including a $12.4 million increase associated with Black Beauty, lower costs and higher productivity in the Midwest and improved pricing at Powder River, partially offset by lower profitability due to the inventory reductions in the Southwest discussed above. In addition, the Midwest operations include a $5.1 million reduction in reclamation costs as a result of receiving regulatory approval for a less costly reclamation plan at a Midwestern mine during the first quarter of fiscal year 2000, and the Appalachian operations include $4.6 million of excise tax credits recognized as discussed above. Operating profit in Australia for the six months ended September 30, 1999 increased $8.4 million as a result of higher sales volumes, lower than anticipated repair and maintenance expenses, and the inclusion of the results of operations of the Moura Mine that was acquired during the second quarter. Citizens Power experienced a decline of $3.6 million, due to lower trading gains and power contract restructuring activity compared to the prior year. Interest Expense. Interest expense increased $20.9 million over the prior six month period, as the prior year period only includes indebtedness from the May 20, 1998 acquisition date forward. Income Taxes. The Company's effective book income tax rate for the quarter and six months ended September 30, 1999 was 2.7% and 11.4%, respectively, as compared to 32.0% and 17.5% for the corresponding periods of fiscal year 1999. The prior year income tax provision reflects higher deferred tax expense as a result of the reduction in the deferred tax asset related to employee liabilities (without a corresponding current tax benefit). The effective tax rate is primarily impacted by two factors - the percentage depletion tax deduction utilized by the Company and its U.S. subsidiaries that creates an alternative minimum tax situation, and the level of contribution by the Australian business to the consolidated results of operations, which is taxed at a higher rate than the U.S. Based upon these factors, the Company anticipates that adjustments to the effective tax rate will be necessary on a quarterly basis. Liquidity and Capital Resources Net cash provided by operating activities was $47.0 million for the first half of fiscal year 2000, a decrease of $128.1 million. The prior year results include the monetization of a royalty stream that resulted in a prepayment of $135.9 million. Excluding acquisitions, net cash used in investing activities improved $33.3 million, mainly as a result of higher proceeds from asset sales, and sale-leaseback transactions. The prior year results also include the acquisition of the Predecessor Company for approximately $2 billion, while the current year results include the acquisition of the Moura Mine in Australia for $30.2 million. As of September 30, 1999, the Company had $112.0 million of committed capital expenditures that are primarily related to coal reserves and mining equipment. It is anticipated these capital expenditures will be funded through available cash and credit facilities. Net cash used in financing activities for the six months ended September 30, 1999 was $25.3 million, as compared to the prior year's proceeds of $2.2 billion. The prior year results include the financing of the acquisition of the Predecessor Company of $1.8 billion and the related equity contribution of $480.0 million, while the current year results include borrowings to fund the Moura acquisition. As of September 30, 1999, the Company had total indebtedness of $2,524.2 million, consisting of the following: (In millions) Term loans under senior credit facilities $ 810.0 9.625% Senior Subordinated Notes due 2008 ("Senior Subordinated Notes") 498.7 8.875% Senior Notes due 2008 ("Senior Notes") 398.9 Non-Recourse Debt (Citizens Power) 325.9 5.000% Subordinated Note (Peabody Holding Company) 195.2 Senior unsecured notes under various agreements (Black Beauty Coal Company) 107.1 Project finance facility (Peabody Resources) 73.2 Bank loan facility (Black Beauty Coal Company) 36.3 Capital lease obligations 26.2 Other 52.7 --------------- $ 2,524.2 =============== The Senior Credit Facilities include a Revolving Credit Facility that provides for aggregate borrowings of up to $150.0 million and letters of credit of up to $330.0 million. The Company had no borrowings outstanding under the Revolving Credit Facility during either period. Interest rates on the revolving loans under the Revolving Credit Facility are based on the Base Rate (as defined in the Senior Credit Facilities), or LIBOR (as defined in the Senior Credit Facilities) at the Company's option. On October 1, 1998, the Company entered into two interest rate swaps to fix the interest cost on $500 million of long-term debt outstanding under the Term Loan Facility. The Company will pay a fixed rate of approximately 7.0% on $300 million of such long-term debt for a period of three years ending October 1, 2001, and on $200 million of such long-term debt for two years ending October 1, 2000. The Revolving Credit Facility commitment matures in fiscal year 2005. The Revolving Credit Facility and related Term Loan Facility also contain certain restrictions and limitations including, but not limited to, financial covenants that will require the Company to maintain and achieve certain levels of financial performance and limit the payment of cash dividends and similar restricted payments. In addition, the Senior Credit Facilities prohibit the Company from allowing its Restricted Subsidiaries (which include all Guarantors) to create or otherwise cause any encumbrance or restriction on the ability of any such Restricted Subsidiary to pay any dividends or make certain other upstream payments subject to certain exceptions. The following table sets forth the amortization schedule for the Senior Credit Facilities: (In millions) Term Loan A Term Loan B --------------- ---------------- Fiscal Year: 2000 $ - $ - 2001 - - 2002 22.50 - 2003 68.75 - 2004 93.75 - 2005 25.00 64.00 2006 - 408.25 2007 - 127.75 --------------- --------------- $ 210.00 $ 600.00 =============== =============== The indentures governing the Senior Notes and Senior Subordinated Notes permit the Company and its Restricted Subsidiaries (which include all subsidiaries of the Company except Citizens Power and its subsidiaries) to incur additional indebtedness, including secured indebtedness, subject to certain limitations. In addition, among other customary restrictive covenants, the indentures prohibit the Company and its Restricted Subsidiaries from creating or otherwise causing any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or to make certain other upstream payments to the Company or any of its Restricted Subsidiaries (subject to certain exceptions). The Company was in compliance with all of the restrictive covenants of its loan agreements as of September 30, 1999. Other Mine Suspensions. In July 1999, the Company announced the suspension of operations at the Marissa Operating Unit in Illinois effective October 1999. The Marissa Operating Unit, which shipped 4.4 million tons of coal in fiscal year 1999, has been unsuccessful in attempts to secure additional business after its principal customer began shifting its supply to lower-sulfur coal from the Company's Powder River operations. However, the Company is attempting to identify additional sources of revenue that would allow the mine to continue to operate. The Company does not anticipate a material adverse impact on its results of operations or financial position from the mine suspension. In addition, in October 1999 the Company provided notices to employees at the Lynnville and Hawthorn mines in Indiana that each of the mines would suspend operations on or before December 31, 1999. The suspension of operations at these locations is not anticipated to materially affect the consolidated results of operations or financial position, as the Company anticipates these mines' primary customers will purchase coal from Black Beauty Coal Company. Finally, the Company is evaluating the possibility of closing other mines due to market conditions. Such suspensions are not expected to have a material adverse impact on the Company's results of operations or financial condition. Status of West Virginia Mountaintop Mining. On October 20, 1999, the U.S. District Court for the Southern District of West Virginia issued a permanent injunction against the West Virginia Department of Environmental Protection in a mountaintop-mining lawsuit. As interpreted by the Director of the Department of Environmental Protection, the injunction prohibits the Department from approving any new permits that would authorize the placement of excess spoil in intermittent and perennial streams for the primary purpose of waste disposal. The Department also interpreted the injunction to affect certain existing coal refuse ponds, sediment ponds and mountaintop mining operations. The Department has filed an appeal of the decision with the Fourth Circuit Court of Appeals. On October 29, 1999, the District Court issued a stay of its decision pending a resolution of the appeal. The Company does not believe this court order will have any immediate effect on its West Virginia mines. The Company is analyzing the potential long-term impact on its mines and coal reserves. Recent Accounting Pronouncements. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 requires the recognition of all derivatives as assets or liabilities within the balance sheet, and requires both the derivatives and the underlying exposure to be recorded at fair value. Any gain or loss resulting from changes in fair value will be recorded as part of the results of operations, or as a component of comprehensive income or loss, depending upon the intended use of the derivative. The Financial Accounting Standards Board recently issued SFAS No. 137, which defers the effective date of SFAS No. 133 to all fiscal quarters of fiscal years beginning after June 15, 2000 (effective April 1, 2001 for the Company). The Company is evaluating the requirements of this Statement and has not determined the impact of adoption on the consolidated financial statements. Year 2000 Issue. The Company is preparing for the impact of the arrival of the Year 2000 on its business, as well as on the businesses of its customers, suppliers and business partners. The "Year 2000 Issue" is a term used to describe the problems created by systems that are unable to accurately interpret dates after December 31, 1999. These problems are derived predominantly from the fact that many software programs have historically categorized the "year" in a two-digit format. The Year 2000 Issue creates potential risks for the Company, including potential problems in the Company's products as well as in the Information Technology ("IT") and non-IT systems that the Company uses in its business operations. The Company may also be exposed to risks from third parties with whom the Company interacts who fail to adequately address their own Year 2000 Issues. The Company's State of Readiness - The Company believes it has taken the necessary steps, including contingency planning, to be prepared for the arrival of the Year 2000. The Company does not anticipate any material adverse financial impacts to its business from the "Year 2000 Issue". However, while the Company's Year 2000 efforts have included communication with its critical business partners, the Company cannot provide a representation on behalf of these third parties. The Costs to Address the Company's Year 2000 Issues - The total cost of the project associated with the Year 2000 issue is estimated at approximately $5.8 million, which includes $2.4 million for the purchase of new software and hardware that will be capitalized and $3.4 million that will be expensed as incurred. To date, the Company has incurred approximately $5.3 million primarily for assessment of the Year 2000 issue, development of a modification plan, and correcting non-compliant items. The Company believes that the total costs associated with these modifications will not have a material adverse effect on its results of operations or financial position. However, the costs of the project are based on management's best estimates, which were derived utilizing numerous assumptions. The Risks of the Company's Year 2000 Issues - There can be no assurance that the Company will be completely successful in its efforts to address Year 2000 Issues. If some of the Company's systems are not Year 2000 compliant, the Company could suffer a disruption of operations (including delivery of coal pursuant to sales contracts) or other negative consequences, including, but not limited to, diversion of resources, damage to the Company's reputation and increased litigation, any of which could materially adversely affect the Company's results of operations or financial position. The Company is also dependent on third parties such as its customers, suppliers, service providers and other business partners. If these or other third parties with whom the Company conducts business fail to adequately address Year 2000 Issues, the Company could experience a negative impact on its results of operations and financial position. For example, the failure of carriers, power generators and/or telecommunications companies to have Year 2000 compliant internal systems could impact the Company's production and/or shipment of coal. The Company's Contingency Plans - The Company has developed and will continue to refine comprehensive contingency plans to address situations that may result if the Company or any of the third parties upon which the Company is dependent is unable to achieve Year 2000 readiness. This effort is ongoing and will continue to be evaluated as new information becomes available. Forward Looking Statements. This quarterly report and certain press releases and statements the Company makes from time to time include statements of the Company's and management's expectations, intentions, plans and beliefs that constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to come within the safe harbor protection provided by those sections. Forward looking statements involve risks and uncertainties, and a variety of factors could cause actual results to differ materially from the Company's current expectations, including but not limited to: coal and power market conditions and fluctuations in the demand for coal as an energy source, weather conditions, the continued availability of long-term coal supply contracts, railroad performance, foreign currency translation, changes in the government regulation of the mining industry, risks inherent to mining, changes in the Company's leverage position, the ability to successfully implement operating strategies, the impact of Year 2000 compliance by the Company or those entities with which the Company does business and other factors discussed in the Company's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to such forward looking statements that may be made to reflect events or circumstances after the date hereof, or thereof, as the case may be, or to reflect the occurrence of anticipated events. PART II - OTHER INFORMATION Item 1. Legal Proceedings. The Navajo Nation On June 18, 1999, The Navajo Nation served the Company's subsidiaries, Peabody Holding Company, Inc., Peabody Coal Company and Peabody Western Coal Company, with a complaint that had been filed in the U. S. District Court for the District of Columbia. Other defendants in the litigation are two utilities, two current employees and one former employee. The Navajo Nation has alleged sixteen claims including civil Racketeer Influenced and Corrupt Organizations Act, or RICO, claims, fraud and tortious interference with contractual relationships. The plaintiff is seeking various remedies including actual damages of at least $600 million which could be trebled under the RICO counts, punitive damages of at least $1 billion, a determination that Peabody Western Coal Company's two coal leases for the Kayenta and Black Mesa mines have terminated due to the failure of a condition and a reformation of the two coal leases to adjust the royalty rate to 20%. All defendants have filed a Motion to Dismiss the complaint. The Company believes this matter will be resolved without a material adverse effect on its financial condition or results of operations. Minerals Management Service The Minerals Management Service (MMS) issued a preliminary administrative decision in August 1992, determining that a subsidiary of the Company, subsequently merged into Powder River Coal Company, had underpaid royalties owed to the federal government. On October 15, 1999, the Company signed a settlement agreement with the federal government on all civil claims related to the dispute. The Company agreed to pay $11 million in two installments, which will be charged against a previously established reserve. Environmental Claims Environmental claims have been asserted against a subsidiary of the Company at 18 sites in the United States. Some of these claims are based on the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and on similar state statutes. The majority of these sites are related to activities of former subsidiaries of the Company. The Company's policy is to accrue environmental cleanup-related costs of a noncapital nature when those costs are believed to be probable and can be reasonably estimated. The quantification of environmental exposures requires an assessment of many factors, including changing laws and regulations, advancements in environmental technologies, the quality of information available related to specific sites, the assessment stage of each site investigation, preliminary findings and the length of time involved in remediation or settlement. For certain sites, the Company also assesses the financial capability of other potentially responsible parties and, where allegations are based on tentative findings, the reasonableness of the Company's apportionment. The Company has not anticipated any recoveries from insurance carriers or other potentially responsible third parties in its Consolidated Balance Sheets. The liabilities for environmental cleanup-related costs recorded in the Consolidated Balance Sheet at September 30, 1999 were $57.3 million. This amount represents those costs that the Company believes are probable and reasonably estimable. In the event that future remediation expenditures are in excess of amounts accrued, management does not anticipate that they will have a material adverse effect on the results of operations or financial position of the Company. Other In addition, the Company at times becomes a party to claims, lawsuits, arbitration proceedings and administrative procedures in the ordinary course of business. Management believes that the ultimate resolution of pending or threatened proceedings will not have a material adverse effect on the results of operations or financial position of the Company. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits See the Exhibit Index at page 21 of this report. (b) Reports on Form 8-K None. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. P&L COAL HOLDINGS CORPORATION Date: November 4, 1999 By: /s/ RICHARD A. NAVARRE ---------------------------------------------- Richard A. Navarre Vice President and Chief Financial Officer (Principal Financial Officer) EXHIBIT INDEX The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description of Exhibit 3.1 Second Amended and Restated Certificate of Incorporation of P&L Coal Holdings Corporation (Incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q for the third quarter ended December 31, 1998). 3.2 By-Laws of P&L Coal Holdings Corporation (Incorporated by reference to Exhibit 3.2 of the Company's Form S-4 Registration Statement No. 333-59073). 27 Financial Data Schedule (filed electronically with the SEC only). [ARTICLE] 5 [LEGEND] This schedule contains summary financial information extracted from the consolidated balance sheet and consolidated statement of operations as of September 30, 1999 and for the six months then ended, and is qualified in its entirety by reference to such financial statements. [/LEGEND] [MULTIPLIER] 1000 [PERIOD-TYPE] 6-MOS [FISCAL-YEAR-END] MAR-31-2000 [PERIOD-END] SEP-30-1999 [CASH] 126,312 [SECURITIES] 0 [RECEIVABLES] 384,349 [ALLOWANCES] 177 [INVENTORY] 245,607 [CURRENT-ASSETS] 1,789,523 [PP&E] 5,107,548 [DEPRECIATION] 307,090 [TOTAL-ASSETS] 6,981,525 [CURRENT-LIABILITIES] 1,345,883 [BONDS] 2,433,182 [PREFERRED-MANDATORY] 0 [PREFERRED] 50 [COMMON] 197 [OTHER-SE] 478,690 [TOTAL-LIABILITY-AND-EQUITY] 6,981,525 [SALES] 1,224,003 [TOTAL-REVENUES] 1,278,668 [CGS] 1,035,195 [TOTAL-COSTS] 1,035,195 [OTHER-EXPENSES] 0 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] 100,852 [INCOME-PRETAX] (21,750) [INCOME-TAX] (2,480) [INCOME-CONTINUING] (22,391) [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] (22,391) [EPS-BASIC] 0 [EPS-DILUTED] 0
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