Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported):
July 1, 2009
ALPHA
NATURAL RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-32423
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02-0733940
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(State
or other jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
Number)
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One
Alpha Place, P.O. Box 2345
Abingdon,
VA 24212
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(276) 619-4410
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
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þ
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
8.01 Other Events.
On July
1, 2009, Alpha Natural Resources, Inc. (“Alpha”) issued a press release
announcing that it is commencing a consent solicitation (the “Consent
Solicitation”) to amend the indenture under which Foundation PA Coal Company,
LLC (the “Issuer”) issued its 7 ¼% Senior Notes due August 1,
2014. The terms and conditions of the Consent Solicitation are
described in the Consent Solicitation Statement, dated July 1, 2009, and the
related Letter of Consent.
The
Consent Solicitation is being conducted in connection with the previously
announced proposed merger (the “Merger”) between Alpha and Foundation Coal
Holdings, Inc., a Delaware corporation and an indirect parent of the Issuer,
pursuant to a previously announced Agreement and Plan of Merger dated as of
May 11, 2009. However, consummation of the Merger is not
conditioned on the success of the Consent Solicitation. A copy of the
press release issued on July 1, 2009 is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
About
Alpha
Alpha
Natural Resources, Inc. is a leading supplier of high-quality Appalachian coal
to the steel industry, electric utilities and other industries. Approximately 88
percent of the company's reserve base is high Btu coal and 83 percent is low
sulfur, qualities that are valued by electric utilities that use steam coal.
Alpha is also the nation's largest supplier and exporter of metallurgical coal,
a key ingredient in steel manufacturing. Alpha and its subsidiaries currently
operate mining complexes in four states, consisting of 50 mines supplying 10
coal preparation and blending plants. Alpha and its subsidiaries employ more
than 3,600 people.
About
Foundation
Foundation
Coal Holdings, Inc., through its affiliates, is a major U.S. coal producer
operating mines and associated processing and loading facilities in
Pennsylvania, West Virginia, and Wyoming. Through its subsidiaries Foundation
Coal employs approximately 3,000 people and produces approximately 70 million
tons of coal annually, largely for utilities generating electricity.
Foundation's corporate offices are in Linthicum Heights, Md.
Forward Looking
Statements
Information
set forth herein contains forward-looking statements, which involve a number of
risks and uncertainties. Alpha and Foundation caution readers that
any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include,
but are not limited to, statements about the benefits of the business
combination transaction involving Alpha and Foundation, including future
financial and operating results, the combined company’s plans, objectives,
expectations and intentions and other statements that are not historical
facts.
The
following factors, among others, could cause actual results to differ from those
set forth in the forward-looking statements: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule; the failure of
Alpha or Foundation stockholders to approve the transaction; the risk that the
businesses will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; the calculations of, and
factors that may impact the calculations of, the acquisition price in connection
with the proposed merger and the allocation of such acquisition price to the net
assets acquired in accordance with applicable accounting rules and
methodologies; general economic conditions that are less favorable than
expected; changes in, renewal of and acquiring new long term coal supply
arrangements; and competition in coal markets. Additional factors that may
affect future results are contained in Alpha’s and Foundation’s filings with the
Securities and Exchange Commission (the “SEC”), which are available at the SEC’s
web site http://www.sec.gov. Alpha and Foundation disclaim any
obligation to update and revise statements contained in these materials based on
new information or otherwise.
Important Additional
Information and Where to Find It
In
connection with the proposed merger, Foundation has filed with the SEC a
registration statement on Form S-4 (commission file number 333-159801), as
amended, that includes a preliminary joint proxy statement/prospectus of Alpha
and Foundation regarding the proposed merger. The registration
statement was declared effective by the SEC on June 24, 2009, and a definitive
joint proxy statement/prospectus has been mailed to Foundation and Alpha
stockholders on or about June 26, 2009 in connection with the proposed
merger. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING
TO THE MERGER FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may
obtain copies of all documents filed with the SEC regarding the proposed merger,
free of charge, at the SEC’s website (http://www.sec.gov). Free
copies may also be obtained by accessing Foundation’s website
(http://www.foundationcoal.com) under “Investors/Financial Information & SEC
Filings” or Alpha’s website (http://www.alphanr.com) under “Investor
Relations/SEC Filings”, or by directing a request to Foundation at 999 Corporate
Boulevard, Suite 300, Linthicum Heights, Maryland 21090, Attn: Investor
Relations or to Alpha at One Alpha Place, P.O. Box 2345, Abingdon, Virginia
24212, Attn: Investor Relations.
Participants in
Solicitation
Alpha,
Foundation and their respective directors, executive officers and certain other
members of management and employees may be deemed to be participants in the
solicitation of proxies in favor of the proposed merger. Information regarding
the persons who may, under the rules of the SEC, be considered participants in
the solicitation of proxies in favor of the proposed merger may be found in the
definitive joint proxy statement/prospectus filed by Alpha and Foundation with
the SEC on June 25, 2009. You can find information about Alpha’s and
Foundation’s directors and executive officers in their respective definitive
proxy statements filed with the SEC on April 3, 2009. You can obtain free copies
of these documents from Alpha or Foundation using the contact information
above.
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.
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Alpha
Natural Resources, Inc.
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July
7, 2009
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By:
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/s/ Vaughn R.
Groves
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Name:
Vaughn R. Groves
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Title:
Senior Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
Exhibit
No. Description
Alpha
Natural Resources, Inc.
FOR
IMMEDIATE RELEASE
Alpha
Natural Resources, Inc. Commences Consent Solicitation to Amend Indenture
Governing Foundation PA Coal Company, LLC’s
Outstanding
7 ¼% Senior Notes Due 2014
ABINGDON, Va., July 1, 2009 –
Alpha Natural Resources, Inc. (NYSE: ANR) (“Alpha”) today announced that
it is commencing a consent solicitation (the “Consent Solicitation”) to amend
the indenture (the “Indenture”) under which Foundation PA Coal Company, LLC (the
“Issuer”) issued its 7 ¼% Senior Notes due August 1, 2014 (the
“Notes”).
The
Consent Solicitation is being conducted in connection with the previously
announced proposed merger (the “Merger”) between Alpha and Foundation Coal
Holdings, Inc. (NYSE: FCL), a Delaware corporation (“Foundation”) and an
indirect parent of the Issuer, pursuant to an Agreement and Plan of Merger dated
as of May 11, 2009 (the “Merger Agreement”). However,
consummation of the Merger is not conditioned on the success of the Consent
Solicitation.
Promptly
following the consummation of the Merger and so long as the other conditions to
the Consent Solicitation are satisfied and Alpha has not terminated the Consent
Solicitation, Alpha or its designee will pay, either directly or indirectly, to
The Depository Trust Company or the tabulation agent for the Consent
Solicitation the aggregate consent payment due to each Holder (as defined below)
who has validly delivered and not validly revoked a consent prior to the
Expiration Time (as defined below). The consent payment will be in an
amount equal to $7.50 for each $1,000 principal amount of Notes with respect to
which a consent has been validly delivered. Other than the Consent
Payment, Holders will receive no consideration for granting any consent
solicited by Alpha pursuant to the Consent Solicitation Statement.
Subject
to certain conditions set forth in the Merger Agreement, Alpha will merge with
and into Foundation upon consummation of the Merger. Foundation,
which will be the surviving corporation, will be renamed Alpha Natural
Resources, Inc. (“New Alpha”). After the Merger is consummated, the
Issuer will be a wholly owned indirect subsidiary of New
Alpha. Pursuant to the Merger Agreement, Foundation has agreed to
cooperate, and to cause its subsidiaries (including the Issuer) to cooperate,
with Alpha to effect the Consent Solicitation.
The terms
and conditions of the Consent Solicitation are described in the Consent
Solicitation Statement dated July 1, 2009 (the “Consent Solicitation Statement”)
and the related Letter of Consent, both of which will be distributed to Holders
(as defined below) of the Notes. The purpose of the amendments being
proposed (the “Proposed Amendments”) is to provide New Alpha with greater
operating and financial flexibility upon the consummation of the Merger by
modifying the terms of certain financial covenants contained in the
Indenture. For more information regarding the Proposed Amendments,
please refer to the Consent Solicitation Statement.
Alpha
Natural Resources, Inc.
Add
1
The
Consent Solicitation will expire at 5:00 p.m., New York City time, on July 14,
2009, unless earlier terminated or extended (such time and date, as they may be
extended, the “Expiration Time”). Persons in whose name Notes were
registered as of the close of business on June 29, 2009 (the “Record Date”) or
any other person who has been validly authorized to vote Notes by such
registered person (each, a “Holder”) are eligible to deliver their consent to
the Proposed Amendments. Consents delivered may be revoked at any
time prior to time when the supplemental indenture reflecting the Proposed
Amendments is executed (the “Effective Time”). It is expected that
the Effective Time will occur promptly after receipt (without valid revocation)
prior to the Expiration Time of duly executed consents representing not less
than a majority of the principal amount of the Notes outstanding.
If the
Proposed Amendments become effective, each Holder of the Notes, including those
who did not deliver a consent, will be bound by the Proposed Amendments, but
those who did not deliver a consent prior to the Expiration Date will not be
eligible to receive the consent payment.
Citigroup
Global Markets Inc. (“Citi”) is acting as solicitation agent for the Consent
Solicitation. For additional information regarding the terms of the
Consent Solicitation, please contact Citi at 800-558-3745 (toll-free) or
212-723-6106 (collect). Requests for documents may be directed to
Global Bondholder Services, which is acting as the information agent and
tabulation agent for the consent solicitation, at 866-387-1500 (toll-free) or
212-430-3774 (collect).
This
press release is for informational purposes only and is not a solicitation of
consent with respect to the Notes. The Consent Solicitation is being
made solely pursuant to the Consent Solicitation Statement and the related
Letter of Consent, which set forth the complete terms of the Consent
Solicitation.
About
Alpha
Alpha is
a leading supplier of high-quality Appalachian coal to the steel industry,
electric utilities and other industries. Approximately 88 percent of
Alpha’s reserve base is high Btu coal and 83 percent is low sulfur, qualities
that are valued by electric utilities that use steam coal. Alpha is
also the nation’s largest supplier and exporter of metallurgical coal, a key
ingredient in steel manufacturing. Alpha and its subsidiaries
currently operate mining complexes in four states, consisting of 50 mines
supplying 10 coal preparation and blending plants. Alpha and its
subsidiaries employ more than 3,600 people.
ANRG
About
Foundation
Foundation,
through its affiliates, is a major U.S. coal producer operating mines and
associated processing and loading facilities in Pennsylvania, West Virginia, and
Wyoming. Through its subsidiaries Foundation employs approximately
3,000 people and produces approximately 70 million tons of coal annually,
largely for utilities generating electricity. Foundation’s corporate
offices are in Linthicum Heights, Md.
Alpha
Natural Resources, Inc.
Add
2
Forward
Looking Statements
Information
set forth herein contains forward-looking statements, which involve a number of
risks and uncertainties. Alpha and Foundation caution readers that any
forward-looking information is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include,
but are not limited to, statements about the benefits of the business
combination transaction involving Alpha and Foundation, including future
financial and operating results, the combined company’s plans, objectives,
expectations and intentions and other statements that are not historical
facts.
The
following factors, among others, could cause actual results to differ from those
set forth in the forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the
failure of Alpha or Foundation stockholders to approve the transaction; the risk
that the businesses will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; the calculations of,
and factors that may impact the calculations of, the acquisition price in
connection with the proposed merger and the allocation of such acquisition price
to the net assets acquired in accordance with applicable accounting rules and
methodologies; general economic conditions that are less favorable than
expected; changes in, renewal of and acquiring new long term coal supply
arrangements; and competition in coal markets. Additional factors
that may affect future results are contained in Alpha’s and Foundation’s filings
with the Securities and Exchange Commission (the “SEC”), which are available at
the SEC’s web site http://www.sec.gov. Alpha and Foundation disclaim
any obligation to update and revise statements contained in these materials
based on new information or otherwise.
Important
Additional Information and Where to Find It
In
connection with the proposed Merger, Foundation has filed with the SEC a
registration statement on Form S-4 (commission file number 333-159801), as
amended, that includes a preliminary joint proxy statement/prospectus of Alpha
and Foundation regarding the proposed Merger. The registration
statement was declared effective by the SEC on June 24, 2009, and a definitive
joint proxy statement/prospectus has been mailed to Foundation and Alpha
stockholders on or about June 26, 2009 in connection with the proposed
merger. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING
TO THE MERGER FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may
obtain copies of all documents filed with the SEC regarding the proposed Merger,
free of charge, at the SEC’s website (http://www.sec.gov). Free
copies may also be obtained by accessing Foundation’s website
(http://www.foundationcoal.com) under “Investors/Financial Information & SEC
Filings” or Alpha’s website (http://www.alphanr.com) under “Investor
Relations/SEC Filings”, or by directing a request to Foundation at 999 Corporate
Boulevard, Suite 300, Linthicum Heights, Maryland 21090, Attn: Investor
Relations or to Alpha at One Alpha Place, P.O. Box 2345, Abingdon, Virginia
24212, Attn: Investor Relations.
Alpha
Natural Resources, Inc.
Add
3
Participants
in Solicitation
Alpha,
Foundation and their respective directors, executive officers and certain other
members of management and employees may be deemed to be participants in the
solicitation of proxies in favor of the proposed Merger. Information
regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies in favor of the proposed Merger may
be found in the definitive joint proxy statement/prospectus filed by Alpha and
Foundation with the SEC on June 25, 2009. You can find information
about Alpha’s and Foundation’s directors and executive officers in their
respective definitive proxy statements filed with the SEC on April 3, 2009. You
can obtain free copies of these documents from Alpha or Foundation using the
contact information above.
Contacts
Alpha
Natural Resources, Inc.
Ted
Pile
VP,
Communications and Corporate Affairs
276-623-2920
tpile@alphanr.com