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 29, 2003
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 July 29, 2003, Peabody Energy Corporation (the "Company") entered
into an Underwriting Agreement between the Company, certain stockholders named
therein (the "Selling Stockholders") and Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Bear,
Stearns & Co. Inc. and A.G. Edwards & Sons, Inc. as the underwriters (the
"Underwriters"), pursuant to which the Selling Stockholders will sell 5,400,000
shares of the Company's common stock pursuant to an effective shelf registration
statement on Form S-3 (Registration No. 333-102516), as amended and supplemented
by the prospectus supplement dated July 29, 2003. Certain of the Selling
Stockholders also granted the Underwriters a 30-day option to purchase up to an
additional 810,000 shares of its common stock. The Underwriting Agreement and
the opinion of Simpson Thacher & Bartlett relating to the sale of the 5,400,000
shares of common stock are filed as Exhibits 1.1 and 5.1, respectively, to this
Current Report on Form 8-K. The press release relating to the pricing of the
5,400,000 shares of common stock is filed as Exhibit 99.1 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 July 29, 2003 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. 333-102516).
23.1 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5.1).
99.1 Press Release of Peabody Energy Corporation dated
July 30, 2003.
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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: August 4, 2003
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 July 29, 2003 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. 333-102516).
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
99.1 Press Release of Peabody Energy Corporation dated July 30, 2003.