UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
JULY 23, 2002
(Date of Report
Date of earliest event reported)
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-16463 13-4004153
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
701 MARKET STREET
ST. LOUIS, MISSOURI 63101
(Address of principal executive offices, including Zip Code)
(314) 342-3400
(Registrant's telephone number, including area code)
ITEM 5 - OTHER EVENTS.
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
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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 (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 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
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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 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 7(C) - 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.
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(Incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 8-A, filed 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). (Incorporated herein by reference
to Exhibit 4.1 to the Company's Registration Statement on Form 8-A,
filed on July 24, 2002.)
99.1 Press release, dated July 23, 2002, issued by the Company.
(Incorporated herein by reference to Exhibit 99.1 to the Company's
Registration Statement on Form 8-A, filed on July 24, 2002.)
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SIGNATURES
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 hereunto duly authorized.
PEABODY ENERGY CORPORATION
Date: July 24, 2002
By: /s/ Richard A. Navarre
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Name: Richard A. Navarre
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT LIST
EXHIBIT DESCRIPTION
NO. -----------
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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.
(Incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 8-A, filed 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).
(Incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A, filed on July
24, 2002.)
99.1 Press release, dated July 23, 2002, issued by the Company.
(Incorporated herein by reference to Exhibit 99.1 to the
Company's Registration Statement on Form 8-A, filed on July
24, 2002.)