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): October 16, 2007
Peabody Energy Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-16463
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13-4004153 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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701 Market Street
St. Louis, Missouri
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63101-1826 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code: |
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(314) 342-3400 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
TABLE OF CONTENTS
2
Item 2.05.
Costs Associated with Exit or Disposal Activities.
Peabody
Energy Corporation (“Peabody”) announced on October 10, 2007, that
its board of directors approved a spin-off of its wholly-owned
subsidiary Patriot Coal Corporation (“Patriot”). The spin-off will be
accomplished through a special dividend of all outstanding shares of
Patriot to be issued to Peabody shareholders.
Peabody
estimates that it will incur transaction costs in connection with the
spin-off. Peabody has determined that at the time of this filing, it
is unable in good faith to make a determination of the estimates
required by paragraphs (b), (c), and (d) of Item 2.05 of the
Form 8-K General Instructions. Peabody will file an amended
report on Form 8-K within four business days of making a
determination of the required estimates.
A copy of the press release relating to our announcement of the record date and expected
distribution date for the spin-off is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
Departures of directors
On October 10, 2007, Irl F. Engelhardt voluntarily resigned from his position as Chairman of the
board of directors of Peabody. In addition, Mr. Engelhardt
submitted his resignation from Peabody’s board of directors, effective only in the event the
proposed spin-off by Peabody of Patriot occurs and Mr. Engelhardt
joins the Patriot board of directors. He will continue to be employed
by Peabody until the spin-off occurs. The Patriot spin-off is expected to occur on October 31,
2007.
On
October 10, 2007, B. R. Brown stepped down from Peabody’s board of directors, effective immediately.
Mr. Brown joined the board of directors of Patriot effective as of October 12, 2007.
Appointment of Gregory H. Boyce as Chairman
On October 10, 2007, the board of
directors of Peabody named President and Chief Executive Officer Gregory H. Boyce to succeed Mr.
Engelhardt in the role of Chairman. A copy of the press release relating to our announcement of
Mr. Boyce’s appointment as Chairman is attached to this
Current Report on Form 8-K as Exhibit 99.2.
Amendments to Peabody benefit plans
The Board of Directors of Peabody approved amendments on October 10, 2007 (the “Amendments”) to the
following three Peabody plans: (1) the Peabody 2004 Long-Term Equity Incentive Plan (the “2004
Plan”); (2) the Peabody 2001 Long-Term Equity Incentive Plan (the “2001 Plan”); and (3) the 1998
Stock Purchase and Option Plan for Key Employees of P&L Coal Holdings Corporation (the “1998 Plan”
and, collectively with the 2001 Plan and the 2004 Plan, the “Plans”).
The Plans, each of which authorizes the award of shares of Peabody common stock to Peabody
employees, were amended to define the “fair market value” of Peabody’s common stock and prohibit
granting any stock options or stock appreciation rights under the Plans that have an exercise price
that is below the fair market value of the underlying Peabody stock on the date of grant, as
required to comply with final regulations promulgated under Section 409A of the Internal Revenue
Code of 1986, as amended.
In addition, each of the Plans was amended with respect to certain awards held by Peabody employees
who transfer directly to employment with Patriot following the spin-off of Patriot from Peabody
(the “Patriot Employees”). The Plans were each amended to provide that the Patriot Employees’
employment with Patriot following the spin-off will be treated as employment with Peabody for
purposes of vesting and retirement eligibility with respect to awards under the Plans. For Patriot
Employees who become Patriot senior management employees following the spin-off (excluding the
Executive Advisor of Patriot), the Amendments provide that, (i) with respect to awards granted to
such employees prior to 2006 under a Plan that are scheduled to vest on or before January 3, 2008,
such employees’ employment periods with Patriot will be treated as employment with Peabody for
purposes of vesting and retirement eligibility under such awards, and (ii) with respect to awards
granted to such employees prior to 2006 under a Plan that are scheduled to vest after January 3,
2008, such awards shall vest as of the effective date of the spin-off (and awards that are stock
options shall cease to be exercisable and shall expire on July 3, 2008). All awards granted under
the Plans held by Patriot Employees shall be immediately vested upon a Change in Control of
Patriot, as defined in the Amendments.
3
Peabody also entered into an amendment to the 2004 Plan which provides that the spin-off of Patriot
from Peabody shall not be considered or treated as a “Recapitalization Event” for purposes of the
2004 Plan.
Finally, the Board approved an amendment on October 10, 2007 to the Peabody Energy Corporation
Employee Stock Purchase Plan (the “ESPP”) that permits any Patriot Employee who is currently
enrolled in the ESPP for the offering period ending December 31, 2007 to remain in the ESPP until the earliest to occur of (i) the end of the
current offering period; (ii) such Patriot Employee’s termination of employment with Patriot or
(iii) three months from the date of the Patriot Employee’s termination of employment with Peabody.
The above descriptions of the Amendments to the Plans and the ESPP are qualified in their entirety
by reference to the texts of the Amendments, which are attached as Exhibits 10.1, 10.2, 10.3, 10.4
and 10.5 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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Description of Exhibit |
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10.1
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Amendment No. 2 to Peabody 2004 Long-Term Equity Incentive Plan |
10.2
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Amendment No. 3 to Peabody 2004 Long-Term Equity Incentive Plan |
10.3
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Amendment to the Peabody 2001 Long-Term Equity Incentive Plan |
10.4
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Amendment to the 1998 Stock Purchase and Option Plan for Key Employees of P&L Coal Holdings
Corporation |
10.5
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Amendment No. 2 to Peabody Employee Stock Purchase Plan |
99.1
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Press release issued by Peabody Energy Corporation, dated October 10, 2007, regarding
approval of the spin-off |
99.2
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Press release issued by Peabody Energy Corporation, dated October 10, 2007, regarding
election of Gregory H. Boyce as Chairman |