AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2002.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEABODY ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1222 13-4004153
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
701 MARKET STREET
ST. LOUIS, MISSOURI 63101-1826
(314) 342-3400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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JEFFERY L. KLINGER, ESQ.
PEABODY ENERGY CORPORATION
701 MARKET STREET
ST. LOUIS, MISSOURI 63101-1826
(314) 342-3400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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WITH COPIES TO:
RISE B. NORMAN, ESQ. THOMAS A. LITZ, ESQ. JEREMY W. DICKENS, ESQ.
SIMPSON THACHER & BARTLETT THOMPSON COBURN LLP WEIL, GOTSHAL & MANGES LLP
425 LEXINGTON AVENUE ONE U.S. BANK PLAZA 767 FIFTH AVENUE
NEW YORK, NEW YORK 10017 ST. LOUIS, MISSOURI 63101 NEW YORK, NY 10153-0119
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[X] 333-84174
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE(1)
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Common stock, par value $0.01 per share..... 1,880,067 $28.60 $53,769,917 $4,947
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(1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933,
as amended.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
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INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The Registrant hereby incorporates herein by reference the contents of
its Registration Statement on Form S-3 (Registration No. 333-84174), which was
declared effective by the Securities and Exchange Commission on March 15, 2002.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
All exhibits filed with or incorporated by reference into Registration
Statement No. 333-84174 are incorporated by reference into, and shall be deemed
part of, this Registration Statement, except for the following, which are filed
herewith.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Simpson Thacher & Bartlett (Incorporated by reference to
Exhibit 5.1 of the Registrant's Form S-3 Registration No. 333-84174).
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on April 4, 2002.
PEABODY ENERGY CORPORATION
By: *
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Irl F. Engelhardt
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 4th day of April, 2002 by the
following persons in the capacities indicated:
SIGNATURE
* Chairman, Chief Executive Officer
------------------------------ and Director
Irl F. Engelhardt (Principal Executive Officer)
* President, Chief Operating Officer and Director
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Richard M. Whiting
* Executive Vice President and
------------------------------ Chief Financial Officer
Richard A. Navarre (Principal Financial and Accounting Officer)
* Vice President, Assistant Secretary
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Henry E. Lentz and Director
* Director
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Bernard J. Duroc-Danner
* Director
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Roger H. Goodspeed
* Director
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Felix P. Herlihy
* Director
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William E. James
* Director
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William C. Rusnack
* Director
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James R. Schlesinger
* Director
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Blanche M. Touhill
* Director
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Alan H. Washkowitz
*By: Jeffery L. Klinger
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Attorney-in-Fact
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