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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Penn Virginia Resource Partners, L.P.
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(Name of Issuer)
Common units, representing limited partner interests
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(Title of Class of Securities)
707884102
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(CUSIP Number)
Nancy M. Snyder
Penn Virginia Resource GP, LLC
Three Radnor Corporate Center
100 Matsonford Road
Suite 230
Radnor, Pennsylvania 19087
(610) 687-8900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 19, 2002 and July 29, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (11-03)
CUSIP No. 707884102
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Peabody Natural Resources Company
51-0332232
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
2,710,458
Units -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,710,458
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,710,458
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
26.0%*
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14. Type of Reporting Person (See Instructions)
PN
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* Based on 10,425,488 Common Units outstanding as of November 1, 2003 as
reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003. Excludes 52,700 shares held in escrow by, and registered in
the name of, U.S. Bank National Association, as escrow agent.
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CUSIP No. 707884102
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Gold Fields Mining Corporation
36-2079582
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
NA
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
2,710,458
Units -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,710,458
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,710,458
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
26.0%*
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14. Type of Reporting Person (See Instructions)
CO
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* Based on 10,425,488 Common Units outstanding as of November 1, 2003 as
reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003. Excludes 52,700 shares held in escrow by, and registered in
the name of, U.S. Bank National Association, as escrow agent.
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--------------------------------------------------------------------------------
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CUSIP No. 707884102
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Peabody Energy Corporation
13-4004153
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
2,710,458
Units -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,710,458
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,710,458
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
26.0%*
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14. Type of Reporting Person (See Instructions)
HC/CO
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* Based on 10,425,488 Common Units outstanding as of November 1, 2003 as
reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003. Excludes 52,700 shares held in escrow by, and registered in
the name of, U.S. Bank National Association, as escrow agent.
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ITEM 1. SECURITY AND ISSUER
This Statement relates to common units, representing limited partner interests
("Common Units") of Penn Virginia Resource Partners, L.P., a Delaware limited
partnership (the "Issuer"). The address of the principal executive offices of
Issuer is Three Radnor Corporate Center, 100 Matsonford Road, Suite 230, Radnor,
Pennsylvania 19087.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of the following entities, which are
collectively referred to as the "Reporting Persons" in this Statement:
Peabody Energy Corporation, a Delaware corporation ("Parent"),
701 Market Street
Suite 760
St. Louis, Missouri 63101
Parent is the largest private-sector coal company in the world. Parent is a
holding company and, through its subsidiaries, owns interests in coal operations
located throughout all major U.S. coal producing regions.
Gold Fields Mining Corporation, a Delaware corporation ("Gold Fields"),
14062 Denver West Parkway
Suite 110
Golden, Colorado 80401-3301
Gold Fields is a direct wholly owned subsidiary of Parent and the 97% general
partner of PNRC.
Peabody Natural Resources Company, a Delaware general partnership ("PNRC"),
701 Market Street
Suite 718
St. Louis, Missouri 63101
PNRC is an indirect wholly owned subsidiary of Parent and of Gold Fields, and is
engaged in the coal business.
Appendix A to this Statement includes the name, state of incorporation,
principal business, and principal place of business of each general partner of
PNRC. Appendix A also includes the names, residence or business addresses,
citizenship and present principal occupations or employment of the executive
officers and directors of (1) Parent, (2) Gold Fields and (3) each other
general partner of PNRC.
None of the Reporting Persons, nor to the best knowledge of the Reporting
Persons any of the persons listed in Appendix A hereto, during the last five
years (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
The Reporting Persons may be deemed to constitute a "group" for the purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act").
The Reporting Persons expressly disclaim that they have agreed to act as a group
other than as described in this Statement.
The Reporting Persons have entered into a Joint Filing Agreement (a copy of
which is filed with this Statement as Exhibit 1 and is incorporated in this
Statement by reference) pursuant to which the Reporting Persons have agreed to
file this Statement jointly in accordance with the provisions of Rule
13d-1(k)(1) promulgated under the Act.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 2,710,458 Common Units reported in this Statement were acquired by PNRC as
part of the consideration for its sale to the Issuer of all of PNRC's interest
in Fieldcrest Resources LLC, which owned certain coal properties. The
acquisition was made under a Purchase and Sale Agreement ("Purchase and Sale
Agreement") (a copy of which is filed with this Statement as Exhibit 2 and is
incorporated in this Statement by reference). Such number of units includes
1,240,833 Common Units that were issued to PNRC on July 29, 2003 on conversion
of a like number of class B common units that were issued to PNRC in connection
with the acquisition.
ITEM 4. PURPOSE OF TRANSACTION
The foregoing acquisition of Common Units was made for investment purposes only.
The acquisition of Common Units was made as part of a larger transaction under
the Purchase and Sale Agreement whereby Issuer purchased approximately 120
million tons of coal reserves and related assets from subsidiaries of Parent,
including PNRC, for $72.5 million of cash and 2,763,158 Common Units, consisting
of the 2,710,458 units reported by this Statement and 52,700 units held in
escrow. As part of the larger transaction, Issuer also leased or subleased the
coal reserves it purchased to subsidiaries of Parent.
PNRC currently intends to sell 1,000,000 Common Units in an underwritten
transaction, plus up to 150,000 additional Common Units subject to the
underwriter's overallotment option. Except for that proposed sale, none of the
Reporting Persons nor, to the knowledge of the Reporting Persons, any of the
5
persons listed on Appendix A hereto, has any current plans or proposals which
relate to or would result in any transaction, event or action enumerated in
paragraphs (a) through (j) of Item 4 of Schedule 13D promulgated under the Act.
A director of the general partner of the Issuer, Richard M. Whiting, is employed
by Parent as executive vice president for sales and trading. In his capacity as
director, he will participate, and have the opportunity to vote on matters that
are presented to the board of directors of the general partner of Issuer,
including sales of assets, extraordinary corporate transactions, and changes to
Issuer's capitalization, business or partnership structure. Mr. Whiting
currently owns 2,000 Common Units. The Reporting Persons disclaim beneficial
ownership of those units.
Each of the Reporting Persons expects to evaluate on an ongoing basis Issuer's
financial condition, business, operations and prospects, the market price of the
Common Units, conditions in the securities markets generally, general economic
and industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, any or all of the Reporting Persons (and their
respective affiliates) may purchase additional Common Units or other securities
of Issuer or may sell or transfer Common Units beneficially owned by them from
time to time in public or private transactions. Any such transactions may be
effected at any time or from time to time subject to any applicable limitations
imposed on the sale of Issuer securities by the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder or other
applicable law, as well as the Registration Rights Agreement described in Item 6
below. To the knowledge of each Reporting Person, each of the persons listed on
Appendix A hereto may make similar evaluations from time to time or on an
ongoing basis.
In connection with the foregoing acquisition of Common Units, Parent is
entitled, for so long as it and its affiliates own Common Units representing at
least 5% of the number of outstanding Common Units of Issuer, to designate one
director to the Board of Issuer's general partner. If the number of directors
constituting Issuer's general partner increases to or exceeds eleven and the 5%
ownership condition remains satisfied, then Parent would become entitled to
designate to the board an aggregate number of directors equal to the product
obtained by multiplying (x) one-sixth by (y) the total number of directors
constituting the board (such product to be rounded up or down, as appropriate,
to the nearest whole number and rounded up for 0.50). Parent designated Mr.
Whiting as its nominee and he was elected to the board of directors of Issuer's
general partner in January 2003. The full terms of these designation rights are
provided in the Third Amended and Restated Limited Liability Company Agreement
of Penn Virginia Resource GP, LLC (a copy of which is filed with this Statement
as Exhibit 3 and is incorporated in this Statement by reference).
For as long as either of Issuer's Lee Ranch or Federal #2 leases with Parent and
its subsidiaries is in effect, Parent has the right, upon a change in control
(as defined in the Purchase and Sale Agreement) of Issuer, Penn Virginia
Corporation or Issuer's general partner to purchase all of the coal reserves and
other related assets that Parent and its subsidiaries sold to Issuer, to the
extent those assets are then owned by Issuer, at a price to be agreed upon at
that time or, if the parties are unable to agree, at the fair market value as
determined based on the average valuations of three designated investment banks.
After December 19, 2006, as long as either of Issuer's Lee Ranch or Federal #2
leases with Parent and its subsidiaries is in effect, if Issuer receives a bona
fide arms-length written offer in cash from a third party that Issuer desires to
accept for the sale of (1) all of the coal reserves and other related assets
that Issuer acquired from Parent and its subsidiaries, (2) all, but not less
than all, of the coal reserves and other assets relating to the Lee Ranch
property in New Mexico or (3) all, but not less than all, of the coal reserves
and other assets relating to the Federal #2 mine in West Virginia, Issuer is
required to give Parent the opportunity to purchase those assets at the price
offered by the third party.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information set forth, or incorporated by reference, in Items 3, 4 and 6 of
this Statement is hereby incorporated by reference.
(a) Based on the information reported by Issuer in its Quarterly Report on Form
10-Q for the quarter ended September 30, 2003, there were 10,425,488 Common
Units outstanding as of November 1, 2003.
As of December 8, 2003, PNRC owns 2,710,458 Common Units, representing
26.0% of the outstanding Common Units of Issuer, based on the number of Common
Units outstanding as of November 1, 2003.
As of December 8, 2003, Gold Fields may be deemed to beneficially own,
by virtue of its ownership of PNRC as described above, the same 2,710,458 Common
Units, representing 26.0% of the outstanding Common Units of Issuer, based on
the number of Common Units outstanding as of November 1, 2003.
As of December 8, 2003, Parent may be deemed to beneficially own, by
virtue of its ownership of PNRC and Gold Fields as described above, the same
2,710,458 Common Units, representing 26.0% of the outstanding Common Units of
Issuer, based on the number of Common Units outstanding as of November 1, 2003.
In connection with the foregoing acquisition of Common Units by PNRC,
Issuer placed 52,700 Common Units in escrow pending transfer to Issuer of
certain coal mineral estates in certain parcels and tracts of land. These Common
Units are registered in the name of U.S. Bank National Association, as escrow
agent. If the coal mineral estates are transferred to Issuer prior to the
deadline in the escrow agreement, these units will be released from escrow to
PNRC.
(b) PNRC has sole power to vote or direct the vote and to dispose or to direct
the disposition of the Common Units beneficially owned by it as indicated above.
Gold Fields, by virtue of its ownership of PNRC as described above, may be
deemed to have the power to vote or direct the vote and to dispose or to direct
the disposition of the Common Units beneficially owned by PNRC as indicated
above. Parent, by virtue of its ownership of PNRC and Gold Fields as described
above,
6
may be deemed to have the power to vote or direct the vote and to dispose or to
direct the disposition of the Common Units beneficially owned by PNRC as
indicated above.
(c) No transactions in Common Units were effected by the Reporting Persons, or
to their knowledge, any of the persons listed on Appendix A hereto, during the
past sixty days.
(d) No person is known by any Reporting Person to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any Common Units owned by any Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The information set forth, or incorporated by reference, in Items 3 through 5 of
this Statement is hereby incorporated by reference.
PNRC has entered into a registration rights agreement (a copy of which is filed
with this Statement as Exhibit 4 and is incorporated in this Statement by
reference) covering the 2,763,158 Common Units of the Issuer that it owns or
that are held in escrow. The registration rights agreement grants PNRC the
right, subject to certain conditions, (1) to include its Common Units in certain
underwritten offerings of securities of Issuer for Issuer's own account or for
the account of affiliates of Issuer and (2) to demand that Issuer file a shelf
registration statement for PNRC's Common Units and permit up to four
underwritten offerings from that registration statement. The registration rights
agreement contains restrictions, subject to exceptions, on the Reporting Persons
ability to transfer Common Units, including (1) lock-up restrictions in
connection with underwritten public offerings of Common Units for the account of
Issuer or other persons and (2) restrictions on resales of Common Units prior to
December 20, 2003. Issuer has agreed to waive compliance with the full holding
period with respect to restrictions on resales prior to December 20, 2003 in
connection with an underwritten offering under the shelf registration statement
on Form S-3 (No. 333-106239) covering resales of PNRC's Common Units.
Parent and its affiliates in the future may sell additional coal assets to
Issuer. In contemplation of this possibility, Issuer's general partner issued a
special membership interest to Parent, that entitles Parent to increased
percentages, starting at 0% and increasing up to 40%, of any payments made by
Issuer to its general partner in respect of Issuer's general partner's incentive
distribution rights in Issuer if Parent sells to Issuer additional coal assets
during the term of Issuer's leases with Parent and its subsidiaries. This
special membership interest does not require Issuer to purchase any assets from
Parent and the parties are not obligated to negotiate or to enter into any
definitive agreement relating to any such acquisition or to consummate any such
acquisition. Parent's special membership interest also may be increased in the
future, to the extent, if any, that Issuer and Parent so agree if Parent
identifies opportunities to Issuer that Issuer was not otherwise considering to
purchase coal assets owned by third parties and Issuer acquires those assets.
The full terms of the special membership interest are provided in the Third
Amended and Restated Limited Liability Company Agreement of Penn Virginia
Resource GP, LLC (a copy of which is filed with this Statement as Exhibit 3 and
is incorporated in this Statement by reference). The special membership interest
generally is a non-voting interest in Issuer's general partner.
In connection with the creation of this special membership interest, Issuer also
amended its partnership agreement to require the prior written consent of
Parent, as the special member of Issuer's general partner, for any amendments to
Issuer's partnership agreement that would have a material adverse effect on
incentive distributions to Issuer's general partner with respect to the special
member's interest in those distributions relative to the interest of the
managing member of Issuer's general partner in those distributions.
To the best of each Reporting Person's knowledge, except as described in this
Statement, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 above, and between any such persons and any
person, with respect to any securities of Issuer.
7
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit Description
1 Joint Filing Agreement dated December 8, 2003 among
Peabody Natural Resources Company, Peabody Energy
Corporation and Gold Fields Mining Corporation.
2 Purchase and Sale Agreement by and among Peabody
Energy Corporation, Eastern Associated Coal Corp.,
Peabody Natural Resources Company and Penn Virginia
Resource Partners, L.P. dated as of December 19, 2002
(incorporated by reference to Exhibit 10.11 of the
Issuer's Annual Report on Form 10-K/A for the year
ended December 31, 2002).
3 Third Amended and Restated Limited Liability Company
Agreement of Penn Virginia Resource GP, LLC
(incorporated by reference to Exhibit 3.7 of the
Issuer's Annual Report on Form 10-K/A for the year
ended December 31, 2002).
4 Registration Rights Agreement dated as of December 19,
2002, by and between Penn Virginia Resource Partners,
L.P. and Peabody Natural Resource Partners
(incorporated by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-K filed on January
2, 2003).
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: December 8, 2003
PEABODY NATURAL RESOURCES COMPANY
/s/ Roger B. Walcott, Jr.
------------------------------------------
Roger B. Walcott, Jr.
President
PEABODY ENERGY CORPORATION
/s/ Richard A. Navarre
------------------------------------------
Richard A. Navarre
Executive Vice President and
Chief Financial Officer
GOLD FIELDS MINING CORPORATION
/s/ Robert L. Reilly
------------------------------------------
Robert L. Reilly
Vice President
9
APPENDIX A
PEABODY NATURAL RESOURCES COMPANY
GENERAL PARTNERS
Gold Fields Mining Corporation, a Delaware corporation
14062 Denver West Parkway
Suite 110
Golden, Colorado 80401-3301
Gold Fields Mining Corporation is a direct wholly owned subsidiary of Parent.
Peabody America, Inc., a Delaware corporation
701 Market Street
Suite 720
St. Louis, Missouri 63101-1826
Peabody America, Inc. is a direct wholly owned subsidiary of Gold Fields and an
indirect wholly owned subsidiary of Parent.
A-1
GOLD FIELDS MINING CORPORATION
BOARD OF DIRECTORS
NAME/TITLE BUSINESS ADDRESS
---------- ----------------
C.C. Kennedy Gold Fields Mining Corporation
Vice President, Secretary 14062 Denver West Parkway, Suite 110
and General Counsel Golden, Colorado 80401-3301
Richard A. Navarre Peabody Energy Corporation
Executive Vice President and 701 Market Street, Suite 760
Chief Financial Officer St. Louis, Missouri 63101
Peabody Energy Corporation
Roger B. Walcott, Jr. Peabody Energy Corporation
Executive Vice President -- 701 Market Street, Suite 760
Corporate Development St. Louis, Missouri 63101
Peabody Energy Corporation
EXECUTIVE OFFICERS
NAME/TITLE BUSINESS ADDRESS
---------- ----------------
Roger B. Walcott, Jr. Gold Fields Mining Corporation
President 14062 Denver West Parkway, Suite 110
Golden, Colorado 80401-3301
Walter L. Hawkins, Jr. Gold Fields Mining Corporation
Vice President and Assistant Treasurer 14062 Denver West Parkway, Suite 110
Golden, Colorado 80401-3301
C.C. Kennedy Gold Fields Mining Corporation
Vice President, Secretary and 14062 Denver West Parkway, Suite 110
General Counsel Golden, Colorado 80401-3301
Richard A. Navarre Gold Fields Mining Corporation
Vice President 14062 Denver West Parkway, Suite 110
Golden, Colorado 80401-3301
Robert L. Reilly Gold Fields Mining Corporation
Vice President 14062 Denver West Parkway, Suite 110
Golden, Colorado 80401-3301
Steven F. Schaab Gold Fields Mining Corporation
Vice President and Treasurer 14062 Denver West Parkway, Suite 110
Golden, Colorado 80401-3301
All above individuals are citizens of the United States.
A-2
PEABODY AMERICA, INC.
BOARD OF DIRECTORS
NAME/TITLE BUSINESS ADDRESS
---------- ----------------
Richard A. Navarre Peabody Energy Corporation
Executive Vice President and 701 Market Street, Suite 760
Chief Financial Officer St. Louis, Missouri 63101
Peabody Energy Corporation
Roger B. Walcott, Jr. Peabody Energy Corporation
Executive Vice President -- 701 Market Street, Suite 760
Corporate Development St. Louis, Missouri 63101
Peabody Energy Corporation
EXECUTIVE OFFICERS
NAME/TITLE BUSINESS ADDRESS
---------- ----------------
Roger B. Walcott, Jr. Peabody America, Inc.
President 701 Market Street, Suite 720
St. Louis, Missouri 63101-1826
Walter L. Hawkins, Jr. Peabody America, Inc.
Vice President and Assistant Treasurer 701 Market Street, Suite 720
St. Louis, Missouri 63101-1826
C.C. Kennedy Peabody America, Inc.
Vice President and Secretary 701 Market Street, Suite 720
St. Louis, Missouri 63101-1826
Jeffery L. Klinger Peabody America, Inc.
Vice President and Assistant Secretary 701 Market Street, Suite 720
St. Louis, Missouri 63101-1826
Robert L. Reilly Peabody America, Inc.
Vice President 701 Market Street, Suite 720
St. Louis, Missouri 63101-1826
Steven F. Schaab Peabody America, Inc.
Vice President and Treasurer 701 Market Street, Suite 720
St. Louis, Missouri 63101-1826
L.B. Stottlemyre Peabody America, Inc.
Vice President 701 Market Street, Suite 720
St. Louis, Missouri 63101-1826
All above individuals are citizens of the United States.
A-3
PEABODY ENERGY CORPORATION
BOARD OF DIRECTORS
NAME/TITLE BUSINESS ADDRESS
---------- ----------------
Bernard J. Duroc-Danner Peabody Energy Corporation
Chairman, President and 701 Market Street, Suite 760
Chief Executive Officer St. Louis, Missouri 63101
Weatherford International, Inc.
Irl F. Engelhardt Peabody Energy Corporation
Chairman and Chief Executive Officer 701 Market Street, Suite 760
St. Louis, Missouri 63101
William E. James Peabody Energy Corporation
Founding Partner of 701 Market Street, Suite 760
RockPort Capital Partners LLC St. Louis, Missouri 63101
Robert B. Karn, III Peabody Energy Corporation
Financial Consultant 701 Market Street, Suite 760
St. Louis, Missouri 63101
Henry E. Lentz Peabody Energy Corporation
Consultant to Lehman Brothers Inc. 701 Market Street, Suite 760
St. Louis, Missouri 63101
William C. Rusnack Peabody Energy Corporation
Former President and CEO of 701 Market Street, Suite 760
Premcor Inc. St. Louis, Missouri 63101
James R. Schlesinger, PhD Peabody Energy Corporation
Chairman of the Board of Trustees of 701 Market Street, Suite 760
MITRE Corporation St. Louis, Missouri 63101
Blanche M. Touhill, PhD Peabody Energy Corporation
Chancellor Emeritus and Professor Emeritus 701 Market Street, Suite 760
at the University of Missouri -- St. Louis St. Louis, Missouri 63101
Sandra Van Trease Peabody Energy Corporation
President of UNICARE 701 Market Street, Suite 760
St. Louis, Missouri 63101
Alan H. Washkowitz Peabody Energy Corporation
Managing Director of Lehman Brothers Inc. 701 Market Street, Suite 760
St. Louis, Missouri 63101
All above individuals are citizens of the United States.
A-4
PEABODY ENERGY CORPORATION
EXECUTIVE OFFICERS
NAME/TITLE BUSINESS ADDRESS
---------- ----------------
Irl F. Engelhardt Peabody Energy Corporation
Chairman and Chief Executive Officer 701 Market Street, Suite 760
St. Louis, Missouri 63101
Gregory H. Boyce Peabody Energy Corporation
President and Chief Operating Officer 701 Market Street, Suite 760
St. Louis, Missouri 63101
Richard M. Whiting Peabody Energy Corporation
Executive Vice President -- 701 Market Street, Suite 760
Sales and Trading St. Louis, Missouri 63101
Roger B. Walcott, Jr. Peabody Energy Corporation
Executive Vice President -- 701 Market Street, Suite 760
Corporate Development St. Louis, Missouri 63101
Richard A. Navarre Peabody Energy Corporation
Executive Vice President and 701 Market Street, Suite 760
Chief Financial Officer St. Louis, Missouri 63101
Fredrick D. Palmer Peabody Energy Corporation
Executive Vice President -- Legal and 701 Market Street, Suite 760
External Affairs and Secretary St. Louis, Missouri 63101
Sharon D. Fiehler Peabody Energy Corporation
Executive Vice President -- 701 Market Street, Suite 760
Human Resources and Administration St. Louis, Missouri 63101
Jeffery L. Klinger Peabody Energy Corporation
Vice President -- Legal Services and 701 Market Street, Suite 760
Assistant Secretary St. Louis, Missouri 63101
All above individuals are citizens of the United States.
A-5