Arch Coal Inc – ‘SC 13D’ on 4/14/97 re: Ashland Coal Inc – EX-7

As of:  Monday, 4/14/97   ·   Accession #:  898431-97-117   ·   File #:  5-39980

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             10     31K 
 2: EX-7        Ex-7.2                                                 6     23K 

EX-7   —   Ex-7.2
Exhibit Table of Contents

EX-7
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                                                                     EXHIBIT 7.2

VOTING AGREEMENT
----------------

            THIS  VOTING  AGREEMENT,  dated as of April 4, 1997,  by and between
Arch Mineral  Corporation.,  a Delaware corporation ("AMC"), and the stockholder
identified on the signature page hereof (the "Stockholder");                    

 WITNESSETH:

            WHEREAS, the Stockholder,  as of the date hereof, is the owner of or
has the sole right to vote the number of shares of Common Stock,  par value $.01
per share ("Common  Stock"),  Class B Preferred  Stock, par value $100 per share
("Class B Preferred  Stock") and/or Class C Preferred  Stock, par value $100 per
share  ("Class C Preferred  Stock" and,  together  with Common Stock and Class B
Preferred Stock,  "Capital Stock") of Ashland Coal, Inc., a Delaware corporation
(the  "Company"),  set forth below the name of the  Stockholder on the signature
page hereof (the "Shares"); and                                                 

            WHEREAS,  in  reliance  upon  the  execution  and  delivery  of this
Agreement,  AMC will enter into an Agreement and Plan of Merger, dated as of the
date  hereof  (the  "Merger  Agreement"),   with  the  Company  and  AMC  Merger
Corporation which provides,  among other things, that upon the terms and subject
to the conditions  thereof the Company will become a wholly owned  subsidiary of
AMC (the "Merger"); and                                                         

            WHEREAS,  to induce AMC to enter into the  Merger  Agreement  and to
incur the obligations  set forth therein,  the Stockholder is entering into this
Agreement  pursuant  to which  the  Stockholder  agrees  to vote in favor of the
Merger, and to make certain agreements with respect to the Shares upon the terms
and conditions set forth herein;                                                

            NOW THEREFORE,  in  consideration of the foregoing and of the mutual
covenants  and  agreements  set forth  herein  and for other  good and  valuable
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
parties hereto agree as follows:                                                

            Section 1. VOTING OF SHARES;  PROXY. (a) The Stockholder agrees that
until the earlier of (i) the Effective Time (as defined in the Merger Agreement)
or (ii) the date on which the  Merger  Agreement  is  terminated  (the  earliest
thereof being hereinafter referred to as the "Expiration Date"), the Stockholder
shall vote all Shares owned by the  Stockholder  at any meeting of the Company's
stockholders (whether annual or special and whether or not an adjourned meeting)
for  adoption  and  approval  of  the  Merger  Agreement  and  the  transactions
contemplated  thereby,  including  the Merger as such  Merger  Agreement  may be
modified or amended from time to time. Any such vote shall be cast in           

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accordance with such procedures relating thereto as shall ensure that it is duly
counted for purposes of determining that a quorum is present and for purposes of
recording the results of such vote or consent.                                  

            (b) At the request of AMC, the  Stockholder,  in  furtherance of the
transactions  contemplated  hereby and by the Merger Agreement,  and in order to
secure the  performance by the  Stockholder of its duties under this  Agreement,
shall promptly  execute,  in accordance with the provisions of Section 212(e) of
the Delaware General  Corporation Law, and deliver to AMC, an irrevocable proxy,
substantially in the form of Annex A hereto, and irrevocably  appoint AMC or its
designees,  with full power of substitution,  its attorney and proxy to vote all
of the Shares  owned by the  Stockholder  in respect of any of the  matters  set
forth in, and in accordance with the provisions of Section 1(a). The Stockholder
acknowledges  that the proxy  executed and delivered by it shall be coupled with
an interest,  shall  constitute,  among other things,  an inducement  for AMC to
enter  into  the  Merger  Agreement,  shall  be  irrevocable  and  shall  not be
terminated by operation of law or upon the occurrence of any event.             

           Section 2. COVENANTS OF THE  STOCKHOLDER. The Stockholder covenants
and agrees for the benefit of AMC that,  until the Expiration  Date, it will:   

            (a) not  sell,  transfer,  pledge,  hypothecate,  encumber,  assign,
      tender or otherwise dispose of, or other than as expressly contemplated by
      the Merger Agreement, enter into any contract, option or other arrangement
      or   understanding   with   respect   to  the  sale,   transfer,   pledge,
      hypothecation,  encumbrance,  assignment,  tender or other disposition of,
any of the Shares owned by it or any interest therein; and          

            (b) other than as  expressly  contemplated  by this  Agreement,  not
      grant any powers of  attorney  or proxies or consents in respect of any of
      the  Shares  owned by it,  deposit  any of the  Shares  owned by it into a
      voting  trust,  enter into a voting  agreement  with respect to any of the
      Shares owned by it or otherwise  restrict the ability of the holder of any
      of the  Shares  owned by it freely to  exercise  all  voting  rights  with
respect thereto.                                                    

            Section  3.  COVENANTS  OF AMC.  AMC  covenants  and  agrees for the
benefit  of  the  Stockholder  that  (a)  immediately  upon  execution  of  this
Agreement,  it  shall  enter  into  the  Merger  Agreement,  and (b)  until  the
Expiration  Date, it shall use best efforts to take,  or cause to be taken,  all
action,  and do, or cause to be done, all things necessary or advisable in order
to consummate and make effective the transactions contemplated by this Agreement
and the Merger Agreement,  consistent with the terms and conditions of each such
Agreement;  PROVIDED, HOWEVER, that nothing in this Section 3, Section 12 or any
other  provision of                                                             

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this  Agreement is intended,  nor shall it be construed,  to limit or in any way
restrict  AMC's right or ability to exercise  any of its rights under the Merger
Agreement.                                                                      

            Section 4.  REPRESENTATIONS  AND WARRANTIES OF THE STOCKHOLDER.  The
Stockholder represents and warrants to AMC that: (a) the execution, delivery and
performance by the Stockholder of this Agreement will not conflict with, require
a consent,  waiver or approval under, or result in a breach of or default under,
any of the terms of any  contract,  commitment or other  obligation  (written or
oral) to which  the  Stockholder  is  bound;  (b) this  Agreement  has been duly
executed and delivered by the  Stockholder  and  constitutes a legal,  valid and
binding  obligation of the Stockholder,  enforceable  against the Stockholder in
accordance  with its terms;  (c) the Stockholder is the sole owner of or has the
sole right to vote the Shares  and the  Shares  represent  all shares of Capital
Stock which the  Stockholder  is the sole owner of or has the sole right to vote
at the date hereof, and the Stockholder does not have any right to acquire,  nor
is it the  "beneficial  owner" (as such term is defined in Rule 13d-3  under the
Securities  Exchange Act of 1934,  as amended) of, any other shares of any class
of  capital  stock  of  the  Company  or  any  securities  convertible  into  or
exchangeable  or exercisable for any shares of any class of capital stock of the
Company;  (d) the Stockholder has full right, power and authority to execute and
deliver this  Agreement and to perform its  obligations  hereunder;  and (e) the
Stockholder  owns the  Shares  free and  clear of all  liens,  claims,  pledges,
charges, proxies, restrictions,  encumbrances, proxies, voting trusts and voting
agreements of any nature whatsoever other than as provided by this Agreement and
other than the Restated  Shareholders  Agreement  among  Ashland  Inc.,  Carboex
International,  Ltd. and the Company dated  December 12, 1991, as amended August
6, 1993. The representations and warranties contained herein shall be made as of
the date  hereof and as of each day from the date hereof  through and  including
the Effective Time (as defined in the Merger Agreement).                        

            Section 5. ADJUSTMENTS;  ADDITIONAL  SHARES. In the event (a) of any
stock dividend,  stock split,  merger (other than the Merger)  recapitalization,
reclassification, conversion, combination, exchange of shares or the like of any
of the Capital  Stock of the Company on, of or affecting  the Shares or (b) that
the Stockholder  shall become the beneficial  owner of any additional  shares of
Capital Stock or other  securities  entitling the holder thereof to vote or give
consent  with  respect to the  matters set forth in Section 1, then the terms of
this Agreement  shall apply to the shares of Capital Stock or other  instruments
or documents held by the Stockholder  immediately following the effectiveness of
the events  described in clause (a) or the  Stockholder  becoming the beneficial
owner thereof as described in clause (b), as though,  in either case,  they were
Shares hereunder.                                                               

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            Section 6. SPECIFIC PERFORMANCE.  The Stockholder  acknowledges that
the  agreements  contained  in  this  Agreement  are  an  integral  part  of the
transactions  contemplated  by the Merger  Agreement,  and that,  without  these
agreements, AMC would not enter into the Merger Agreement, and acknowledges that
damages would be an inadequate  remedy for any breach by it of the provisions of
this  Agreement.  Accordingly,  the  Stockholder  and AMC  each  agree  that the
obligations  of the parties  hereunder  shall be  specifically  enforceable  and
neither  party shall take any action to impede the other from seeking to enforce
such right of specific performance.                                             

            Section 7. NOTICES. All notices, requests, claims, demands and other
communications  hereunder  shall  be  effective  upon  receipt  (or  refusal  of
receipt),  shall be in writing and shall be delivered in person,  by telecopy or
telefacsimile,  by telegram, by next-day courier service, or by mail (registered
or certified mail, postage prepaid, return receipt requested) to the Stockholder
at the address  listed on the  signature  page hereof,  and to AMC at Suite 300,
CityPlace One, St. Louis, Missouri 63141, Attention:  Secretary, telecopy number
(314)  994-2734,  or to such other  address or telecopy  number as any party may
have furnished to the other in writing in accordance herewith.                  

            Section 8. BINDING EFFECT;  SURVIVAL. Upon execution and delivery of
this  Agreement  by  AMC,  this  Agreement  shall  become  effective  as to  the
Stockholder at the time the  Stockholder  executes and delivers this  Agreement.
This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto and their respective successors and assigns.                             

            Section 9. GOVERNING  LAW. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
agreements made and to be performed entirely within such State.                 

          Section 10.  COUNTERPARTS.  This  Agreement may be executed in two
counterparts,  both of which shall be an original  and both of which  together  
shall constitute one and the same agreement.                                    

          Section 11. EFFECT OF HEADINGS.  The  Section headings  herein are
for  convenience  of  reference  only and shall not  affect  the  construction  
hereof.                                                                         

            Section 12. ADDITIONAL AGREEMENTS; FURTHER ASSURANCE. Subject to the
terms and conditions  herein provided,  each of the parties hereto agrees to use
all reasonable  efforts to take, or cause to be taken,  all action and to do, or
cause to be done,  all things  necessary,  proper or advisable to consummate and
make effective the transactions  contemplated by this Agreement. The Stockholder
will provide AMC with all documents which may reasonably be requested by AMC and
will take reasonable steps to                                                   

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enable AMC to obtain fully all rights and benefits provided it hereunder.       

            Section  13.  AMENDMENT;  WAIVER.  No  amendment  or  waiver  of any
provision of this Agreement or consent to departure therefrom shall be effective
unless  in  writing  and  signed by AMC and the  Stockholder,  in the case of an
amendment,  or by the party which is the beneficiary of any such  provision,  in
the case of a waiver or a consent to depart therefrom.                          

            IN WITNESS  WHEREOF,  this  Agreement  has been duly executed by the
parties hereto all as of the day and year first above written.                  

                            ARCH MINERAL CORPORATION

                              By:    /s/ Jeffry N. Quinn
                                          ------------------------
                          Name:  Jeffry N. Quinn
                                          ------------------------
                                Title: Senior Vice President
                                          ------------------------
Ashland Inc.                                                                    
----------------------                                                          
Name of Stockholder                                                             

By:   /s/ Thomas L. Feazell                                                     
---------------------                                               
Senior Vice President,                                              
General Counsel and Secretary                                       

Address:    Ashland Inc.                                                        
P.O. Box 391                                            
Ashland, KY 41114                                       
----------------------                                  

Number of Shares:                                                               

7,529,686         (Common Stock)                                    
---------                                                           

150               (Class B Preferred Stock)                         
---------                                                           

0                 (Class C Preferred Stock)                         
---------                                                           

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                                                                         ANNEX A

 [Form of Proxy]

 IRREVOCABLE PROXY
 -----------------

            In order to secure the  performance of the duties of the undersigned
pursuant to the Voting Agreement,  dated as of             , 1997  (the  "Voting
Agreement"),  between the undersigned and Arch Mineral  Corporation,  a Delaware
corporation,  a copy of such agreement being attached hereto and incorporated by
reference herein, the undersigned hereby irrevocably  appoints and , and each of
them, the attorneys, agents and proxies, with full power of substitution in each
of  them,  for  the  undersigned  and  in  the  name,  place  and  stead  of the
undersigned,  in respect of any of the matters set forth in clauses (i) and (ii)
of Section 1 of the Voting Agreement, to vote or, if applicable, to give written
consent,  in accordance  with the provisions of said Section 1 and otherwise act
(consistent  with the terms of the Voting  Agreement) with respect to all shares
of Common Stock,  par value $.01 per share,  Class B Preferred  Stock, par value
$100 per  share,  and Class C  Preferred  Stock,  par value  $100 per share (the
"Shares"),  of Ashland  Coal,  Inc.,  a Delaware  corporation  (the  "Company"),
whether now owned or  hereafter  acquired,  which the  undersigned  is or may be
entitled  to vote at any  meeting of the  Company  held  after the date  hereof,
whether  annual or special  and  whether  or not an  adjourned  meeting,  or, if
applicable,  to give written consent with respect thereto. This Proxy is coupled
with an interest,  shall be irrevocable and binding on any successor in interest
of the  undersigned  and shall not be terminated by operation of law or upon the
occurrence  of any event.  This Proxy shall operate to revoke any prior proxy as
to the Shares heretofore granted by the undersigned.  This Proxy shall terminate
on , 1997. This Proxy has been executed in accordance with Section 212(e) of the
Delaware General Corporation Law.                                               

Dated:                                                                          
--------------                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

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