UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEABODY ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-4004153
(State of Incorporation or Organization) (IRS Employer
Identification Number)
701 MARKET STREET
ST. LOUIS, MISSOURI 63101
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: |_|
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: N/A
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On July 23, 2002, the Board of Directors of Peabody Energy Corporation, a
Delaware corporation (the "Company"), adopted a preferred share purchase rights
plan (the "Rights Plan"). In connection with the Rights Plan, the Board of
Directors of the Company declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $0.01
per share, of the Company (the "Common Shares"). The Rights dividend is payable
on August 12, 2002 (the "Record Date") to the stockholders of record on that
date. The description and terms of the Rights are set forth in an Agreement (the
"Rights Agreement"), dated as of July 24, 2002, between the Company and
EquiServe Trust Company, N.A., as Rights Agent (the "Rights Agent").
Purchase Price
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Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock of the
Company, par value $0.01 per share (the "Preferred Shares"), at a price of $110
per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
Flip-In
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In the event that any person or group of affiliated or associated persons
acquires beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person"), each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.
Flip-Over
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If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
None of Lehman Brothers Holdings Inc., a Delaware corporation, Lehman
Brothers Inc., a Delaware corporation, LB I Group Inc., a Delaware corporation,
Lehman Brothers Merchant Banking Partners II Inc., a Delaware corporation,
Lehman Brothers Offshore Partners II Ltd, a Bermuda company, Lehman Brothers
Merchant Banking Partners II L.P., a Delaware limited partnership, Lehman
Brothers Offshore Investment Partners II L.P., a Bermuda exempted limited
partnership, Lehman Brothers Capital Partners III, L.P., a Delaware limited
partnership, Lehman Brothers Capital Partners IV, L.P., a Delaware limited
partnership, Lehman Brothers MBG partners 1998 (A) L.P., a Delaware limited
partnership, Lehman Brothers MBG partners 1998 (B) L.P., a Delaware limited
partnership, and Lehman Brothers MBG partners 1998 (C) L.P., a Delaware limited
partnership, (collectively the "Lehman Parties") shall be deemed to be an
Acquiring Person, as long as the Lehman Parties and their affiliates in the
aggregate beneficially own no more than the greater of (1) 15% or more of the
Common Shares then outstanding and
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(2) 21,284,994 Common Shares less the sum of all Common Shares disposed of by
the Lehman Parties to non-affiliates after the date of the Rights Agreement.
Distribution Date
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The distribution date (the "Distribution Date") is the earlier of
(1) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired
beneficial ownership of 15% or more of the outstanding
Common Shares; or
(2) 10 business days (or such later date as may be determined
by action of the Board of Directors of the Company prior
to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of
15% or more of the outstanding Common Shares.
Transfer And Detachment
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Until the Distribution Date, the Rights will be evidenced either by book
entry in the direct registration system of the Company or, with respect to any
of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of the Summary of Rights attached thereto.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be transferred with and only with the Common Shares, and
transfer of those shares will also constitute transfer of the Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
Exercisability
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The Rights are not exercisable until the Distribution Date. The Rights will
expire at the earliest of (1) August 11, 2012 (the "Final Expiration Date"),
unless the Final Expiration Date is extended, (2) the time at which the Rights
are redeemed by the Company, as described below or (3) the time at which the
Rights are exchanged by the Company, as described below.
Adjustments
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The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common
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Shares or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional Preferred Shares will be issued (other than fractions which
are integral multiples of one one-hundredth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary receipts) and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
Preferred Shares
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Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
The value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one Common Share.
Exchange
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At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (subject to adjustment).
Redemption
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At any time prior to any person or group becoming an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
Amendments
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (1)
the sum of .001% and the largest percentage of
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the outstanding Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons and (2) 10%, except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Rights And Holders
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Anti-Takeover Effects
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to
any offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the Common Shares.
Further Information
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A copy of the Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company, filed on July 24, 2002; the Rights Agreement,
dated as of July 24, 2002, between the Company and the Rights Agent, specifying
the terms of the Rights and the press release announcing the declaration of the
Rights are attached hereto as Exhibits 3.1, 4.1 and 99.1, respectively, and are
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
ITEM 2. EXHIBITS.
3.1 Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company, filed with the Secretary of State
of the State of Delaware on July 24, 2002.
4.1 Rights Agreement, dated as of July 24, 2002, between the Company
and EquiServe Trust Company, N.A., as Rights Agent (which includes
the form of Certificate of Designations of Series A Junior
Preferred Stock of the Company as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C).
99.1 Press release, dated July 23, 2002, issued by the Company.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: July 24, 2002
PEABODY ENERGY CORPORATION
By: /s/ Richard A. Navarre
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Name: Richard A. Navarre
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX.
3.1 Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company, filed with the Secretary of State
of the State of Delaware on July 24, 2002.
4.1 Rights Agreement, dated as of July 24, 2002, between the Company
and EquiServe Trust Company, N.A., as Rights Agent (which includes
the form of Certificate of Designations of Series A Junior
Preferred Stock of the Company as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C).
99.1 Press release, dated July 23, 2002, issued by the Company.
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