As filed with the Securities and Exchange Commission on July 29, 2003.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEABODY ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1222 13-4004153
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or 701 Market Street
Organization) St. Louis, Missouri 63101-1826
(314) 342-3400
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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Jeffery L. Klinger, Esq.
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101-1826
(314) 342-3400
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
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With copies to:
Rise B. Norman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-102516
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each
Class of
Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee(1)
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Common stock, par
value $0.01
per share..... 704,339 $31.61 $22,264,155 $1,802
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Preferred stock
purchase
rights(2)...... ___ ___ ____ ___
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Total.......... 704,339 $31.61 $22,264,155 $1,802
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(1) Calculated in accordance with Rule 457(o) under the Securities Act of
1933, as amended.
(2) The preferred stock purchase rights initially will trade together with
the common stock. The value attributable to the preferred stock purchase
rights, if any, is reflected in the offering price of the common stock.
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This registration statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933,
as amended.
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The Registrant hereby incorporates herein by reference the contents of its
Registration Statement on Form S-3 (Registration No. 333-102516, which
constitutes Post-Effective Amendment No. 1 to Registration No. 333-85564 and
Post-Effective Amendment No. 1 to Registration No. 333-84174), which was
declared effective by the Securities and Exchange Commission on January 21,
2003.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
All exhibits filed with or incorporated by reference into Registration
Statement No. 333-102516 are incorporated by reference into, and shall be deemed
part of, this Registration Statement, except for the following, which are filed
herewith.
Exhibit
No. Description of Exhibit
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5.1 Opinion of Simpson Thacher & Bartlett (Incorporated by reference to
Exhibit 5.1 of the Registrant's Form S-3 Registration No. 333-102516).
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on July 29, 2003.
PEABODY ENERGY CORPORATION
By: *
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Irl F. Engelhardt
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 29th day of July, 2003 by the
following persons in the capacities indicated:
Signature
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* Chairman, Chief Executive Officer
------------------------------------ and Director
Irl F. Engelhardt (Principal Executive Officer)
* Executive Vice President and
------------------------------------ Chief Financial Officer
Richard A. Navarre (Principal Financial and
Accounting Officer)
* Director
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Bernard J. Duroc-Danner
* Director
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Roger H. Goodspeed
* Director
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William E. James
* Director
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Robert B. Karn III
* Director
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Henry E. Lentz
* Director
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William C. Rusnack
* Director
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James R. Schlesinger
* Director
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Blanche M. Touhill
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* Director
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Sandra Van Trease
* Director
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Alan H. Washkowitz
*By: /s/ Jeffery L. Klinger
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Attorney-in-Fact
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