Filed by Patriot
Coal Corporation
Pursuant to Rule 425
under the Securities Act of 1933
Subject Company:
Patriot Coal Corporation
The following press
release was distributed by Patriot Coal Corporation on July 22,
2008.
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CONTACT:
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Janine
Orf
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(314)
275-3680
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FOR
IMMEDIATE RELEASE
PATRIOT COAL STOCKHOLDERS APPROVE
ISSUANCE OF COMMON STOCK IN CONNECTION WITH THE ACQUISITION OF MAGNUM COAL
COMPANY
ST.
LOUIS, July 22 – Patriot Coal Corporation (NYSE: PCX) (the “Company”) announced
that its stockholders have approved the issuance of common stock in connection
with the pending acquisition of Magnum Coal Company (“Magnum”), at a special
meeting held today in St. Louis. Over 80% of the Company's
outstanding shares were represented at the
meeting, and 98% of the represented shares were voted in favor of the
issuance. The Company expects to close the transaction on Wednesday,
July 23.
Under the terms of
the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 2,
2008, among the Comapny, Magnum, Colt Merger Corporation, and ArcLight Energy
Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly
as the Stockholder Representative, Magnum’s stockholders will receive
approximately 11.9 million shares of newly-issued Patriot Coal common
stock.
About
Patriot Coal
Patriot Coal
Corporation (the “Company”) is the third largest producer and marketer of coal
in the eastern United States, with 21 Company-operated mines and numerous
contractor-operated mines in Appalachia and the Illinois Basin, following the
closing of the acquisition of Magnum. The Company ships to domestic
and international electric utilities, industrial users and metallurgical coal
customers, and controls approximately 1.9 billion tons of proven and probable
coal reserves, including Magnum. The Company’s common stock trades on
the New York Stock Exchange under the symbol PCX.
Forward
Looking Statements
Certain statements
in this press release are forward-looking as defined in the Private Securities
Litigation Reform Act of 1995. These statements involve certain risks
and uncertainties that may be beyond our control and may cause our actual future
results to differ materially from
expectations. We
do not undertake to update our forward-looking statements. Factors
that could affect our results include, but are not limited to: changes in laws
or regulations; changes in general economic conditions, including coal and power
market conditions; the outcome of commercial negotiations involving sales
contracts or other transactions; the Company’s dependence on coal supply
agreements with Peabody Energy Corporation in the near future; geologic,
equipment and operational risks associated with mining; supplier and contract
miner performance and the availability and cost of key equipment and
commodities; the Company’s ability to replace coal reserves; labor availability
and relations; availability and costs of transportation; weather patterns
affecting energy demand; legislative and regulatory developments; risks
associated with environmental laws and compliance; the outcome of pending or
future litigation; and the availability and costs of competing energy
resources. The Company undertakes no obligation (and expressly
disclaims any such obligation) to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. For additional information concerning factors that could
cause actual results to materially differ from those projected herein, please
refer to the Company’s Form 10-K, 10-Q and 8-K reports.
Important
Information for Stockholders
The
Company has filed Amendment No. 2 to its Registration Statement on Form S-4 (the
“Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) in connection with the proposed issuance of Company common stock in the
transaction with Magnum Coal Company (“Magnum”) that includes a definitive proxy
statement/prospectus. Investors and stockholders are urged to read
the definitive proxy statement/prospectus and any other relevant documents filed
with the SEC because they contain important information about the proposed
issuance. Investors and stockholders may obtain these documents free
of charge at the website maintained by the SEC at www.sec.gov. In
addition, documents filed with the SEC by the Company are available free of
charge by contacting investor relations by phone at 314-275-3680, in writing to
Janine A. Orf, Director of Investor Relations, or by email to
jorf@patriotcoal.com.
This communication
shall not constitute an offer to sell or the solicitation of an offer to buy
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
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