UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 6, 2006 (October 3, 2006)
Arch Coal, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-13105
|
|
43-0921172 |
| (State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
| incorporation) |
|
|
|
|
CityPlace One
One CityPlace Drive, Suite 300
St. Louis, Missouri 63141
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (314) 994-2700
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:
| |
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
|
|
|
| Item 1.01 |
|
Entry Into a Material Definitive Agreement. |
On October 3, 2006, Arch Coal, Inc. (the “Company”) entered into an amendment (the “Credit
Amendment”) to its credit agreement, dated December 22, 2004, as amended (the “Credit Agreement”),
with the banks named in the Credit Agreement and PNC Bank, National Association, as administrative
agent for the banks party thereto.
The purpose of the Credit Amendment was to eliminate the dollar limitation on the amount of
payments the Company was permitted to make annually with respect to its outstanding capital stock
and instead to limit the Company’s ability to make those payments by requiring the Company to
comply with certain specified financial ratios, calculated in accordance with the Credit Agreement,
at the time such payments are made.
As of September 30, 2006, the Company had approximately $70.0 million and $28.1 million of
borrowings and letters of credit, respectively, outstanding under the Credit Agreement.
Some of the banks under the Credit Agreement and/or their affiliates have or may have had
various relationships with the Company and its subsidiaries involving the provision of a variety of
financial services, including investment banking, underwriting and commercial banking services,
including issuances of letters of credit, for which the financial institutions and/or affiliates
receive customary fees, and, in some cases, out-of-pocket expenses.
The Company described the material terms of the Credit Agreement in Item 1.01 of its Current
Report on Form 8-K filed on December 28, 2004 and in Item 1.01 of its Current Report on Form 8-K
filed on June 27, 2006, and incorporates the descriptions therein by this reference, appropriately
modified as set forth above.
The foregoing description is only a summary and is qualified in its entirety by the provisions
of the Credit Amendment. Since the terms of the Credit Amendment may differ from the general
information contained herein, you should rely on the actual terms of the Credit Amendment, which is
filed with this report as Exhibit 10.1 and is incorporated by reference herein.
|
|
|
| Item 2.03 |
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
Information concerning the amounts for which the Company has become obligated under the Credit
Agreement, as amended by the Credit Amendment, set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03.
|
|
|
| Item 9.01 |
|
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is attached hereto and filed herewith.
| |
|
|
| Exhibit |
|
|
| No. |
|
Description |
10.1
|
|
Second Amendment to Credit Agreement, dated as of October 3, 2006,
by and among Arch Coal, Inc., the banks party thereto, Citicorp
USA, Inc., JPMorgan Chase Bank, N.A. and Wachovia Bank, National
Association, each in its capacity as syndication agent, Bank of
America, N.A. (as successor-by-merger to Fleet National Bank), as
documentation agent, and PNC Bank, National Association, as
administrative agent for the banks. |
1