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Alpha Natural Resources 8-K 2009 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):July 10, 2009
ALPHA
NATURAL RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
One
Alpha Place, P.O. Box 2345
Abingdon,
VA 24212
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (276) 619-4410
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 (see General Instruction A.2.):
Item
8.01 Other Events.
As
previously disclosed, on May 11, 2009, Alpha Natural Resources, Inc. (“Alpha”)
and Foundation Coal Holdings, Inc. (“Foundation”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) pursuant to which Alpha and Foundation
will merge (the “Merger”), and the surviving corporation of the Merger (the
“Surviving Corporation”) will be named Alpha Natural Resources,
Inc. On June 24, 2009, the Securities and Exchange Commission
declared effective Foundation's registration statement on Form S-4, as amended,
(the “Registration Statement”). Also as previously disclosed, on June
25, 2009, a putative class action and derivative lawsuit was commenced in the
Circuit Court of the State of Maryland for Anne Arundel County against
Foundation as a nominal defendant, Alpha, and all of the members of Foundation’s
board of directors seeking, among other things, class action status,
compensatory and/or rescissory damages and attorney’s fees and costs in an
amount to be determined at trial (the "Action"). On June 29, 2009, plaintiff
filed a motion for a Temporary Restraining Order, expedited discovery and a date
for a preliminary injunction hearing. The court scheduled a hearing
on plaintiff's motion for July 2, 2009. In advance of the hearing,
plaintiff and Foundation reached an agreement on a schedule for expedited
discovery.
On July
10, 2009, the parties agreed in principle to settle the Action. Under
the terms of the proposed settlement, all claims relating to the Merger and the
Registration Statement will be dismissed and released on behalf of the
settlement class. The proposed settlement is subject to certain
conditions, including but not limited to consummation of the Merger and court
approval. As part of the proposed settlement the defendants have
agreed not to oppose a request by plaintiff's counsel for no more than $600,000
for their fees and expenses, subject to final approval of the settlement and
such fees and expenses by the court and the consummation of the
Merger. The proposed settlement will not change any terms of the
Merger or Merger Agreement or affect the amount of merger consideration to be
paid to Foundation's stockholders in the Merger.
About
Alpha
Alpha
Natural Resources, Inc. is a leading supplier of high-quality Appalachian coal
to the steel industry, electric utilities and other industries. Approximately 88
percent of the company's reserve base is high Btu coal and 83 percent is low
sulfur, qualities that are valued by electric utilities that use steam coal.
Alpha is also the nation's largest supplier and exporter of metallurgical coal,
a key ingredient in steel manufacturing. Alpha and its subsidiaries currently
operate mining complexes in four states, consisting of 50 mines supplying 10
coal preparation and blending plants. Alpha and its subsidiaries employ more
than 3,600 people.
About
Foundation
Foundation
Coal Holdings, Inc., through its affiliates, is a major U.S. coal producer
operating mines and associated processing and loading facilities in
Pennsylvania, West Virginia, and Wyoming. Through its subsidiaries Foundation
Coal employs approximately 3,000 people and produces approximately 70 million
tons of coal annually, largely for utilities generating electricity.
Foundation's corporate offices are in Linthicum Heights, Md.
Forward Looking
Statements
Information
set forth herein contains forward-looking statements, which involve a number of
risks and uncertainties. Alpha and Foundation caution readers that
any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include,
but are not limited to, statements about the benefits of the business
combination transaction involving Alpha and Foundation, including future
financial and operating results, the combined company’s plans, objectives,
expectations and intentions and other statements that are not historical
facts.
The
following factors, among others, could cause actual results to differ from those
set forth in the forward-looking statements: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule; the failure of
Alpha or Foundation stockholders to approve the transaction; the risk that the
businesses will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; the calculations of, and
factors that may impact the calculations of, the acquisition price in connection
with the proposed merger and the allocation of such acquisition price to the net
assets acquired in accordance with applicable accounting rules and
methodologies; general economic conditions that are less favorable than
expected; changes in, renewal of and acquiring new long term coal supply
arrangements; and competition in coal markets. Additional factors that may
affect future results are contained in Alpha’s and Foundation’s filings with the
Securities and Exchange Commission (the “SEC”), which are available at the SEC’s
web site http://www.sec.gov. Alpha and Foundation disclaim any
obligation to update and revise statements contained in these materials based on
new information or otherwise.
Important Additional
Information and Where to Find It
In
connection with the proposed merger, Foundation has filed with the SEC a
registration statement on Form S-4 (commission file number 333-159801), as
amended, that includes a preliminary joint proxy statement/prospectus of Alpha
and Foundation regarding the proposed merger. The registration
statement was declared effective by the SEC on June 24, 2009, and a definitive
joint proxy statement/prospectus has been mailed to Foundation and Alpha
stockholders on or about June 26, 2009 in connection with the proposed
merger. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING
TO THE MERGER FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may
obtain copies of all documents filed with the SEC regarding the proposed merger,
free of charge, at the SEC’s website (http://www.sec.gov). Free
copies may also be obtained by accessing Foundation’s website
(http://www.foundationcoal.com) under “Investors/Financial Information & SEC
Filings” or Alpha’s website (http://www.alphanr.com) under “Investor
Relations/SEC Filings”, or by directing a request to Foundation at 999 Corporate
Boulevard, Suite 300, Linthicum Heights, Maryland 21090, Attn: Investor
Relations or to Alpha at One Alpha Place, P.O. Box 2345, Abingdon, Virginia
24212, Attn: Investor Relations.
Participants in
Solicitation
Alpha,
Foundation and their respective directors, executive officers and certain other
members of management and employees may be deemed to be participants in the
solicitation of proxies in favor of the proposed merger. Information regarding
the persons who may, under the rules of the SEC, be considered participants in
the solicitation of proxies in favor of the proposed merger may be found in the
definitive joint proxy statement/prospectus filed by Alpha and Foundation with
the SEC on June 25, 2009. You can find information about Alpha’s and
Foundation’s directors and executive officers in their respective definitive
proxy statements filed with the SEC on April 3, 2009. You can obtain free copies
of these documents from Alpha or Foundation using the contact information
above.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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