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): April 4, 2002
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-16463 13-4004153
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
701 Market Street
St. Louis, Missouri 63101-1826
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 342-3400
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ITEM 5. OTHER EVENTS
On April 4, 2002, Peabody Energy Corporation (the "Company") entered into
an Underwriting Agreement between the Company, certain stockholders named
therein (the "Selling Stockholders") and Lehman Brothers Inc., Bear, Stearns &
Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, UBS Warburg LLC and A.G. Edwards & Sons, Inc., as the
underwriters (the "Underwriters"), pursuant to which the Selling Stockholders
will sell 9,000,000 shares of the Company's common stock pursuant to an
effective shelf registration statement on Form S-3 (Registration No. 333-84174),
as amended and supplemented by the prospectus supplement dated April 4, 2002.
Certain of the Selling Stockholders also granted the Underwriters a 30-day
option to purchase up to an additional 1,100,000 shares of its common stock. The
Underwriting Agreement and the opinion of Simpson Thacher & Bartlett relating to
the sale of the 10,100,000 shares of common stock are filed as Exhibits 1.1 and
5.1, respectively, to this Current Report on Form 8-K.
Some of the information included or incorporated by reference herein
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
and are intended to come within the safe harbor protection provided by those
sections. These statements relate to future events or our future financial
performance. These forward-looking statements are based on numerous assumptions
that we believe are reasonable, but they are open to a wide range of
uncertainties and business risks and actual results may differ materially from
those discussed in these statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
1.1 Underwriting Agreement dated April 4, 2002 by and among
Peabody Energy Corporation, the Selling Stockholders and the
Underwriters.
5.1 Opinion of Simpson Thacher & Bartlett (Incorporated by
reference to Exhibit 5.1 of the Company's Form S-3
Registration No. 333-84174).
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1).
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SIGNATURES
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.
Date: April 9, 2002
PEABODY ENERGY CORPORATION
By:/s/ Jeffery L. Klinger
---------------------------------
Name: Jeffery L. Klinger
Title: Vice President - Legal Services
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1.1 Underwriting Agreement dated April 4, 2002 by and among
Peabody Energy Corporation, the Selling Stockholders and
the Underwriters.
5.1 Opinion of Simpson Thacher & Bartlett (Incorporated by
reference to Exhibit 5.1 of the Company's Form S-3
Registration No. 333-84174).
23.1 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5.1).