Arch Coal Inc – ‘8-B12B’ on 6/17/97

As of:  Tuesday, 6/17/97   ·   Accession #:  898431-97-158   ·   File #:  1-13105

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Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B      Registration of Securities of a Successor Issuer       5     25K 

Document Table of Contents

8-B12B
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM 8-B  

REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS 
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

ARCH MINERAL CORPORATION  
(to be renamed ARCH COAL, INC.) 
(Exact name of registrant as specified in its charter)  

Delaware                                      43-0921172    
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                  

--------------------------------- 

CityPlace One, Suite 300
 Creve Coeur, Missouri 63141
 (Address, including zip code, of principal executive offices)

 Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be        Name of each exchange on which 
       so registered              which each class is to be registered
   -------------------------      ------------------------------------

 Common Stock, par value         New York Stock Exchange, Inc.
$0.01 per share                                       

 Securities to be registered pursuant to Section 12(g) of the Act:
NONE

8-B12B
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INFORMATION REQUIRED IN REGISTRATION STATEMENT  

ITEM 1.   GENERAL INFORMATION.                                                  

          (a) The registrant  was organized as Arch Mineral  Corporation on June
20,  1969  as a  Delaware  corporation.  Upon  consummation  of  the  succession
transaction (the "Merger") described in Item 2 below, the registrant will change
its name to Arch Coal, Inc.                                                     

(b)   The registrant's fiscal year ends on December 31.     

ITEM 2.   TRANSACTION OF SUCCESSION.                                            

          (a)  Prior to  consummation  of the  Merger,  Ashland  Coal,  Inc.,  a
Delaware corporation and the predecessor to the registrant ("Ashland Coal"), had
securities  registered  pursuant to Section 12(b) of the Securities Exchange Act
of 1934, as amended.                                                            

          (b)  Reference  is made to the  description  of the  Merger  under the
captions   "  THE   MERGER"   and   "THE   MERGER   AGREEMENT"   in  the   Proxy
Statement/Prospectus  filed with the Securities and Exchange  Commission as part
of the  registrant's  Registration  Statement on Form S-4 (No.  333-28149)  (the
"Proxy  Statement/Prospectus"),  which  description  is  incorporated  herein by
reference.                                                                      

ITEM 3.   SECURITIES TO BE REGISTERED.                                          

          The  registrant  is presently  authorized  to issue up to  100,000,000
shares of Common Stock, $0.01 par value per share ("Common Stock"). Prior to the
effectiveness of the Merger,  20,948,463  shares of Common Stock were issued and
outstanding.  Upon the  effectiveness of the Merger,  up to 19,337,043 shares of
Common Stock will be issued in exchange for all issued and outstanding shares of
Common  Stock,  par value  $0.01 per share,  of Ashland  Coal and all issued and
outstanding  shares of Class B Preferred  Stock,  par value $100 per share,  and
Class C Preferred Stock, par value $100 per share, of Ashland Coal. No shares of
Common Stock are held by or for the account of the registrant.                  

ITEM 4.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.              

          Reference  is  made  to the  description  of the  Common  Stock  to be
registered  hereby under the caption  "DESCRIPTION  OF COMPANY CAPITAL STOCK" in
the Proxy  Statement/Prospectus,  which  description is  incorporated  herein by
reference.                                                                      

ITEM 5.   FINANCIAL STATEMENTS AND EXHIBITS.                                    

(a) Financial Statements.                                   

          Pursuant  to  Instruction  (b)  to   "Instructions   as  to  Financial
Statements," no financial statements are filed herewith.    

          Reference  is  made  to the  financial  statements  of the  registrant
          appearing  following  "INDEX TO COMPANY  FINANCIAL  STATEMENTS" in the
          Proxy  Statement/Prospectus  and to the unaudited pro forma  financial
          information appearing under the caption "UNAUDITED PRO FORMA FINANCIAL
INFORMATION" in the Proxy Statement/Prospectus.             

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(b) Exhibits.*                                              

              2.1  Proxy  Statement of Ashland Coal,  Inc./Prospectus  of Arch
Mineral Corporation, dated May 30, 1997 
              2.2  Form of Voting Agreement  between Arch Mineral  Corporation
                  and each of  Ashland Inc. and  Carboex International, Ltd.
              3.1  Restated  Certificate  of  Incorporation  of  Arch  Mineral
Corporation                             
              3.2  Form  of  Restated  Certificate  of  Incorporation  of Arch
Coal, Inc.                              
3.3  Bylaws of Arch Mineral Corporation           
         3.4  Form of Restated and Amended Bylaws of Arch Coal, Inc.
              4.1  Stockholders  Agreement,  dated as of April 4, 1997,  among
                   Carboex   International,   Ltd.,  Ashland  Inc.,  and  Arch
Mineral Corporation                     
              4.2  Registration  Rights Agreement,  dated as of April 4, 1997,
                   among  Arch  Mineral  Corporation,  Ashland  Inc.,  Carboex
                   International,  Ltd. and the entities listed on Schedules I
and II thereto                          
              4.3  Agreement  Relating to Nonvoting  Observer,  executed as of
                   April 4, 1997, among Carboex  International,  Ltd., Ashland
             Inc., Ashland Coal, Inc. and Arch Mineral Corporation
              4.4  Agreement for  Termination of the Arch Mineral  Corporation
                   Voting Agreement and for Nomination of Directors,  dated as
                   of April 4, 1997, among Hunt Coal  Corporation,  Petro-Hunt
                   Corporation,  each  of the  trusts  listed  on  Schedule  I
          thereto, Ashland Inc. and Arch Mineral Corporation
             10.1  Coal Off-Take  Agreement executed April 4, 1997, among Arch
                   Mineral  Corporation,  Carboex  International,   Ltd.,  and
Ashland Coal, Inc.                      
             10.2  Sales  Agency  Agreement,  executed  as of April  4,  1997,
                   among Arch Mineral  Corporation,  Ashland Coal,  Inc.,  and
Carboex S.A.                            
              10.3  Assignment,  Assumption  and  Amendment of Coal Sales Agency
                    Agreement,  executed  April  4,  1997,  among  Arch  Mineral
                    Corporation,  Ashland  Coal,  Inc.,  Saarbergwerke  AG,  and
Carboex International, Ltd.             
              10.4  Shareholder Services Contract, executed as of April 4, 1997,
                    among Arch Mineral Corporation,  Ashland Coal, Inc., Carboex
International, Ltd., and Ashland Inc.   
              10.5  Lease  between  Pocahontas  Land  Corporation  and Ark  Land
                    Company, dated January 31, 1994, as amended as of October 2,
                    1995,  Partial Release and Surrender of Lease dated February
1, 1996, as amended October 21, 1996    
              10.6  Lease  Contract  by  and  between  William  C.  Francis  and
                    Mountain Land and Reclamation, Inc. (predecessor to Ark Land
                    Company), dated November 16, 1988; Supplemental Leases dated
                    May 16,  1989,  August 25, 1991,  Assignment  of Lease dated
                    September  13,  1991,  amended  as  of  December  23,  1992,
September 1, 1995, and March 17, 1997   
              10.7  Lease  Contract by and between  Virgil  Eversole  Estate and
                    Mountain Land and Reclamation, Inc. (predecessor to Ark Land
                    Company), dated November 21, 1988, Assignment of Lease dated
                    September 13, 1991 amended as of December 23, 1992, November
11, 1994 and August 26, 1995            
              10.8  Deed of Lease and Agreement between Dingess-Rum Coal Company
                    and Amherst Coal Company  (predecessor to Ark Land Company),
                    dated June 1, 1962, as supplemented January 1, 1968, June 1,
                    1973,  July 1,  1974,  November  12,  1987,  Lease  Exchange
                    Agreement  dated July 2, 1979  amended as of January 1, 1984
                    and January 7, 1993,  February  24,  1993;  Partial  Release
                    dated May 6, 1988; Assignments dated March 15, 1990, October
5, 1990                                 
              10.9  Agreement  of  Lease  by and  between  Shonk  Land  Company,
                    Limited Partnership and Lawson Hamilton  (predecessor to Ark
                    Land Company), dated February 8, 1983, as amended October 7,
                    1987,  March 9,  1989,  April 1,  1992,  October  31,  1992,
                    December 5, 1992, February 16, 1993, August 4, 1994, October
    1, 1995, July 31, 1996 and November 27, 1996

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             10.10 United  States  Department  of the Interior  Bureau of Land
                   Management  Modified  Coal  Lease  with  Medicine  Bow Coal
Company, effective September 1, 1981    
              10.11 Amended  and  Restated  Mining  Lease  by and  between  Rock
                    Springs Royalty Company and Ark Land Company, dated December
                    13, 1988 amended June 23, 1994, January 1, 1996 and February
20, 1996                                
             10.12 Employment  Agreement between Arch Mineral  Corporation and
Steven F. Leer, dated March 1, 1992     
              10.13 Consulting  Agreement  between Arch Mineral  Corporation and
                    Ronald E. Samples,  effective  September 1, 1992, as amended
                    by letter  agreements  dated  October 6, 1992,  September 1,
                    1993,  September 1, 1994, September 1, 1995, August 31, 1996
and March 30, 1997                      
        10.14 Form of At Will Employee Retention/Severance Agreement
             10.15 Form of Indemnity  Agreement  between  Arch Coal,  Inc. and
Indemnitee (as defined therein)         
             10.16 Arch Mineral Corporation 1993 Incentive  Compensation Plan;
             as amended by Amendment No. 1 dated December 12, 1995
     10.17 Arch Mineral Corporation Deferred Compensation Plan
             10.18 Arch Coal, Inc.  Deferred  Compensation Plan for Directors'
Fees                                    
10.19 Arch Coal, Inc. 1997 Stock Incentive Plan     
     10.20 Arch Mineral Corporation 1996 ERISA Forfeiture Plan
  21.1  List of Subsidiaries of Arch Mineral Corporation

            *  Incorporated by reference from the Registration Statement on Form
S-4 (No. 333-28149)                               

8-B12B
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SIGNATURE 

      Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.                      

                              ARCH MINERAL CORPORATION

                            By: /s/ Steven F. Leer
                                             ---------------------------------
                          Steven F. Leer
                                         President and Chief Executive
                   Officer

Date: June 17, 1997                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

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