As filed with the Securities and Exchange Commission on September 29, 2006

Registration No. 333-136108

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Peabody Energy Corporation

Delaware		13-4004153
(State or Other jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

701 Market Street
St. Louis, Missouri 63101-1826
(314) 342-3400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

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)

With a Copy to:
Risë B. Norman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017

     Approximate date of commencement of proposed sale of the Securities to the public: From time to time after the registration statement becomes effective.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

     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, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: þ

     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. o

     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. o

     If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 

						Address, Including Zip Code,
		State or Other				and Telephone Number,
		Jurisdiction of		IRS Employer		Including Area Code, of
Exact Name of Registrant		Incorporation or		Identification		Registrant's Principal
as Specified in its Charter		Organization		Number		Executive Offices
Affinity Mining Company		West Virginia		25-1207512		202 Laidley Tower P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
American Land Development, LLC		Delaware		20-3405570		701 Market Street St. Louis, MO 63101 (314) 342-3400
American Land Holdings of Illinois, LLC		Delaware		43-1898527		701 Market Street Suite 974 St. Louis, MO 63101 (314) 342-3400
American Land Holdings of Indiana, LLC		Delaware		20-2514299		701 Market Street Suite 737 St. Louis, MO 63101 (314) 342-3400
American Land Holdings of Kentucky, LLC		Delaware		20-0766113		701 Market Street Suite 719 St. Louis, MO 63101 (314) 342-3400
Appalachia Mine Services, LLC		Delaware		20-1680233		202 Laidley Tower P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Arclar Company, LLC		Indiana		31-1566354		420 Long Lane Road Equality, IL 62934 (618) 273-4314
Arid Operations Inc.		Delaware		84-1199578		14062 Denver West Parkway Suite 110 Golden, CO 80401-3301 (760) 337-5552
Beaver Dam Coal Company		Delaware		61-0129825		701 Market Street Suite 725 St. Louis, MO 63101 (314) 342-3400
Big Ridge, Inc.		Illinois		37-1126950		420 Long Lane Road Equality, IL 62934 (618) 273-4314
Big Sky Coal Company		Delaware		81-0476071		P.O. Box 97 Colstrip, MT 59323 (406) 748-5750
Black Beauty Coal Company		Indiana		35-1799736		P.O. Box 312 Evansville, IN 47702 (812) 424-9000
Black Beauty Equipment Company		Indiana		35-1975683		7100 Eagle Crest Blvd. Evansville, IN 47715 (812) 434-8500
Black Beauty Holding Company, LLC		Delaware		73-1663373		701 Market Street Suite 703 St. Louis, MO 63101 (314) 342-3400
Black Beauty Resources, LLC		Indiana		35-1471083		7100 Eagle Crest Blvd. Evansville, IN 47715 (812) 434-8500
Black Hills Mining Company, LLC		Illinois		32-0049741		701 Market Street, Suite 779 St. Louis, MO 63101 (314) 342-3400
Black Stallion Coal Company, LLC		Delaware		20-0657792		701 Market Street, Suite 778 St. Louis, MO 63101 (314) 342-3400
Black Walnut Coal Company		Delaware		68-0541705		701 Market Street Suite 777 St. Louis, MO 63101 (314) 342-3400
Bluegrass Mine Services, LLC		Delaware		43-1540253		701 Market Street Suite 710 St. Louis, MO 63101 (314) 342-3400
BTU Empire Corporation		Delaware		74-1869420		701 Market Street Suite 733 St. Louis, MO 63101 (314) 342-3400
BTU Western Resources, Inc.		Delaware		20-1019486		701 Market Street Suite 735 St. Louis, MO 63101 (314) 342-3400

Caballo Coal Company		Delaware		83-0309633		1013 Boxelder Caller Box 3037 Gillette, WY 82717 (307) 687-6900
Central States Coal Reserves of Illinois, LLC		Delaware		43-1869432		701 Market Street Suite 973 St. Louis, MO 63101 (314) 342-3400
Central States Coal Reserves of Indiana, LLC		Delaware		20-3960696		701 Market Street Suite 983 St. Louis, MO 63101 (314) 342-3400
Central States Coal Reserves of Kentucky, LLC		Delaware		20-3960681		701 Market Street Suite 962 St. Louis, MO 63101 (314) 342-3400
Charles Coal Company, LLC		Delaware		04-2698757		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Cleaton Coal Company		Delaware		43-1887526		701 Market Street Suite 705 St. Louis, MO 63101 (314) 342-3400
Coal Properties, LLC		Delaware		04-2702708		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Coal Reserve Holding Limited Liability Company No. 1		Delaware		43-1922737		701 Market Street Suite 960 St. Louis, MO 63101 (314) 342-3400
Coal Reserve Holding Limited Liability Company No. 2		Delaware		43-1922735		701 Market Street Suite 961 St. Louis, MO 63101 (314) 342-3400
COALSALES, LLC		Delaware		20-1759740		701 Market Street Suite 831 St. Louis, MO 63101 (314) 342-3400
COALSALES II, LLC		Delaware		43-1610419		701 Market Street Suite 830 St. Louis, MO 63101 (314) 342-3400
COALTRADE International, LLC		Delaware		20-1435716		701 Market Street Suite 836 St. Louis, MO 63101 (314) 342-3400
COALTRADE, LLC		Delaware		43-1666743		701 Market Street Suite 835 St. Louis, MO 63101 (314) 342-3400
Colony Bay Coal Company		West Virginia		55-0604613		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Colorado Coal Resources, LLC		Delaware		20-2561644		701 Market Street Suite 832 St. Louis, MO 63101 (314) 342-3400
Colorado Yampa Coal Company		Delaware		95-3761211		701 Market Street Suite 732 St. Louis, MO 63101 (314) 342-3400
Cook Mountain Coal Company, LLC		Delaware		55-0732291		202 Laidley Tower P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Cottonwood Land Company		Delaware		43-1721982		701 Market Street Suite 972 St. Louis, MO 63101 (314) 342-3400
Coulterville Coal Company, LLC		Delaware		20-0217834		701 Market Street Suite 723 St. Louis, MO 63101 (314) 342-3400
Cyprus Creek Land Company		Delaware		73-1625890		701 Market Street Suite 772 St. Louis, MO 63101 (314) 342-3400
Cyprus Creek Land Resources, LLC		Delaware		75-3058264		701 Market Street Suite 775 St. Louis, MO 63101 (314) 342-3400

Dixon Mining Company, LLC		Kentucky		62-1872287		435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002
Dodge Hill Holding JV, LLC		Delaware		05-0575436		435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002
Dodge Hill Mining Company, LLC		Kentucky		61-1378899		435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002
Dodge Hill of Kentucky, LLC		Delaware		02-0697247		435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002
Dyson Creek Coal Company, LLC		Delaware		43-1898526		701 Market Street Suite 952 St. Louis, MO 63101 (314) 342-3400
EACC Camps, Inc.		West Virginia		25-0600150		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Eastern Associated Coal, LLC		West Virginia		25-1125516		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Eastern Coal Company, LLC		Delaware		20-4099004		701 Market Street Suite 912 St. Louis, MO 63101 (314) 342-3400
Eastern Coal Holding Company, Inc.		Delaware		20-5622045		701 Market Street Suite 913 St. Louis, Missouri 63101 (314) 342-3400
Eastern Royalty Corp.		Delaware		04-2698759		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Falcon Coal Company		Indiana		35-2006760		7100 Eagle Crest Blvd. Evansville, IN 47715 (812) 434-8500
Fort Energy, LLC		Delaware		20-4623308		701 Market Street St. Louis, MO 63101 (314) 342-3400
Gallo Finance Company		Delaware		43-1823616		701 Market Street Suite 713 St. Louis, MO 63101 (314) 342-3400
Gold Fields Chile, LLC		Delaware		13-3004607		14062 Denver West Parkway Suite 110 Golden, CO 63102 (303) 271-3600
Gold Fields Mining, LLC		Delaware		36-2079582		14062 Denver West Parkway Suite 110 Golden, CO 63102 (303) 271-3600
Gold Fields Ortiz, LLC		Delaware		22-2204381		14062 Denver West Parkway Suite 110 Denver, CO 80401 (303) 271-3600
Grand Eagle Mining, Inc.		Kentucky		61-1250622		19070 Highway 1078 South Henderson, KY 42420 (502) 546-7926
Hayden Gulch Terminal, Inc.		Delaware		86-0719481		701 Market Street Suite 714 St. Louis, MO 63101 (314) 342-3400
Highland Mining Company, LLC		Delaware		43-1869675		701 Market Street Suite 724 St. Louis, MO 63101 (314) 342-3400
Highwall Mining Services Company		Delaware		20-0010659		701 Market Street Suite 805 St. Louis, MO 63101 (314) 342-3400
Hillside Mining Company		West Virginia		55-0695451		202 Laidley Tower Charleston, WV 25324 (304) 340-1830
HMC Mining, LLC		Delaware		43-1875853		701 Market Street Suite 911 St. Louis, MO 63101 (314) 342-3400
Independence Material Handling, LLC		Delaware		43-1750064		701 Market Street Suite 840 St. Louis, MO 63101 (314) 342-3400

Indian Hill Company		Delaware		20-0066123		701 Market Street Suite 706 St. Louis, MO 63101 (314) 342-3400
Interior Holdings, LLC		Delaware		43-1700075		701 Market Street St. Louis, MO 63101 (314) 342-3400
James River Coal Terminal, LLC		Delaware		55-0643770		701 Market Street, Suite 702 St. Louis, MO 63101 (314) 342-3400
Jarrell’s Branch Coal Company		Delaware		73-1625894		701 Market Street Suite 774 St. Louis, MO 63101 (314) 342-3400
Juniper Coal Company		Delaware		43-1744675		701 Market Street, Suite 716 St. Louis, MO 63101-1826 (314) 342-3400
Kanawha River Ventures I, LLC		West Virginia		20-0089445		P.O. Box 1233 Charleston, WV 25324 (304) 344-0300
Kayenta Mobile Home Park, Inc.		Delaware		86-0773596		P.O. Box 605 Kayenta, AZ 86033 (928) 677-3201
Logan Fork Coal Company		Delaware		73-1625895		701 Market Street Suite 773 St. Louis, MO 63101 (314) 342-3400
Martinka Coal Company, LLC		Delaware		55-0716084		202 Laidley Tower, P.O. Box 815 Charleston, WV 25324-0004 (304) 344-0300
Midco Supply and Equipment Corporation		Illinois		43-6042249		P.O. Box 14542 St. Louis, MO 63178 (314) 342-3400
Midwest Coal Acquisition Corp.		Delaware		20-0217640		701 Market Street Suite 722 St. Louis, MO 63101 (314) 342-3400
Midwest Coal Reserves of Illinois, LLC		Delaware		20-3960648		701 Market Street Suite 964 St. Louis, MO 63101 (314) 342-3400
Midwest Coal Reserves of Indiana, LLC		Delaware		20-3405958		701 Market Street Suite 963 St. Louis, MO 63101 (314) 342-3400
Midwest Coal Resources, LLC		Delaware		20-3405619		701 Market Street St. Louis, MO 63101 (314) 342-3400
Mountain View Coal Company, LLC		Delaware		25-1474206		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324-0004 (304) 344-0300
Mustang Energy Company, L.L.C.		Delaware		43-1898532		701 Market Street Suite 953 St. Louis, MO 63101 (314) 342-3400
New Mexico Coal Resources, LLC		Delaware		20-3405643		701 Market Street St. Louis, MO 63101 (314) 342-3400
North Page Coal Corp.		West Virginia		31-1210133		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25334-0004 (304) 344-0300
Ohio County Coal Company		Kentucky		61-1176239		19070 Highway 1078 South Henderson, KY 42420 (502) 546-9430
Patriot Coal Company, L.P.		Delaware		61-1258748		19070 Highway 1078 South Henderson, KY 42420 (502) 546-9430
Patriot Midwest Holdings, LLC		Delaware		20-4370400		701 Market Street St. Louis, MO 63101 (314) 342-3400
PDC Partnership Holdings, LLC		Delaware		20-0480135		701 Market Street, Suite 709 St. Louis, MO 63101 (314) 342-3400
Peabody America, Inc.		Delaware		93-1116066		701 Market Street, Suite 720 St. Louis, MO 63101-1826 (314) 342-3400
Peabody Archveyor, L.L.C.		Delaware		43-1898535		701 Market Street
						Suite 751

						St. Louis, MO 63101 (314) 342-3400
Peabody Cardinal Gasification, LLC		Delaware		20-5047955		701 Market Street Suite 931 St. Louis, MO 63101 (314) 342-3400
Peabody Coal Company, LLC		Delaware		13-2606920		701 Market Street Suite 765 St. Louis, MO 63101 (314) 342-3400
Peabody Development Company, LLC		Delaware		43-1265557		701 Market Street Suite 970 St. Louis, MO 63101 (314) 342-3400
Peabody Electricity, LLC		Delaware		20-3405744		701 Market Street St. Louis, MO 63101 (314) 342-3400
Peabody Energy Generation Holding Company		Delaware		73-1625891		St. Louis, MO 63101 701 Market Street Suite 930 (314) 342-3400
Peabody Energy Investments, Inc.		Delaware		68-0541702		701 Market Street Suite 717 St. Louis, MO 63101 (314) 342-3400
Peabody Energy Solutions, Inc.		Delaware		43-1753832		701 Market Street, Suite 845 St. Louis, MO 63101 (314) 342-7600
Peabody Holding Company, LLC		Delaware		74-2666822		701 Market Street, Suite 741 St. Louis, MO 63101 (314) 342-3400
Peabody Investments Corp.		Delaware		20-0480084		701 Market Street Suite 707 St. Louis, MO 63101 (314) 342-3400
Peabody Natural Gas, LLC		Delaware		43-1890836		701 Market Street Suite 740 St. Louis, MO 63101 (314) 342-3400
Peabody Natural Resources Company		Delaware		51-0332232		701 Market Street, Suite 708 St. Louis, MO 63101 (314) 342-3400
Peabody PowerTree Investments, LLC		Delaware		20-0116980		701 Market Street Suite 954 St. Louis, MO 63101 (314) 342-3400
Peabody Recreational Lands, L.L.C.		Delaware		43-1898382		701 Market Street Suite 920 St. Louis, MO 63101 (314) 342-3400
Peabody Southwestern Coal Company		Delaware		43-1898372		St. Louis, MO 63101-1826 701 Market Street Suite 739 (314) 342-3400
Peabody Terminals, LLC		Delaware		31-1035824		701 Market Street, Suite 712 St. Louis, MO 63101 (314) 342-3400
Peabody Venezuela Coal Corp.		Delaware		43-1609813		701 Market Street, Suite 715 St. Louis, MO 63101-1826 (314) 342-3400
Peabody Venture Fund, LLC		Delaware		20-3405779		701 Market Street St. Louis, MO 63101 (314) 342-3400
Peabody-Waterside Development, L.L.C.		Delaware		75-3098342		701 Market Street Suite 921 St. Louis, MO 63101 (314) 342-3400
Peabody Western Coal Company		Delaware		86-0766626		P.O. Box 605 Kayenta, AZ 86033 (928) 677-3201
PEC Equipment Company, LLC		Delaware		20-0217950		701 Market Street Suite 726 St. Louis, MO 63101 (314) 342-3400
Pine Ridge Coal Company, LLC		Delaware		55-0737187		202 Laidley Tower Charleston, WV 25324 (304) 344-0300
Point Pleasant Dock Company, LLC		Delaware		20-0117005		701 Market Street Suite 708 St. Louis, MO 63101 (314) 342-3400

Pond Creek Land Resources, LLC		Delaware		75-3058253		701 Market Street Suite 776 St. Louis, MO 63101 (314) 342-3400
Pond River Land Company		Delaware		73-1625893		701 Market Street Suite 771 St. Louis, MO 63101 (314) 342-3400
Porcupine Production, LLC		Delaware		43-1898379		701 Market Street Suite 752 St. Louis, MO 63101 (314) 342-3400
Porcupine Transportation, LLC		Delaware		43-1898380		701 Market Street Suite 753 St. Louis, MO 63101 (314) 342-3400
Powder River Coal, LLC		Delaware		43-0996010		1013 East Boxelder Gillette, WY 82718 (307) 687-6900
Powder River Resources, LLC		Delaware		20-3405797		701 Market Street St. Louis, MO 63101 (314) 342-3400
Prairie State Generating Company, LLC		Delaware		43-1941772		701 Market Street Suite 781 St. Louis, MO 63101 (314) 342-3400
Randolph Land Holding Company, LLC		Delaware		20-2139951		701 Market Street Suite 782 St. Louis, MO 63101 (314) 342-3400
Rivers Edge Mining, Inc.		Delaware		43-1898371		701 Market Street Suite 910 St. Louis, MO 63101 (314) 342-3400
Riverview Terminal Company		Delaware		13-2899722		14062 Denver West Parkway Suite 110 Golden, CO 80401-3301 (606) 739-5752
School Creek Coal Company, LLC		Delaware		20-2902073		701 Market Street Suite 738 St. Louis, MO 63101 (314) 342-3400
School Creek Coal Resources, LLC		Delaware		20-3585831		701 Market Street Suite 742 St. Louis, MO 63101 (314) 342-3400
Seneca Coal Company		Delaware		84-1273892		Drawer D Hayden, CO 81639 (970) 276-3707
Sentry Mining, LLC		Delaware		43-1540251		701 Market Street, Suite 701 St. Louis, MO 63101-1826 (314) 342-3400
Shoshone Coal Corporation		Delaware		25-1336898		701 Market Street Suite 734 St. Louis, MO 63101 (314) 342-3400
Snowberry Land Company		Delaware		43-1721980		701 Market Street Suite 971 St. Louis, MO 63101 (314) 342-3400
Star Lake Energy Company, L.L.C.		Delaware		43-1898533		701 Market Street Suite 951 St. Louis, MO 63101 (314) 342-3400
Sterling Smokeless Coal Company, LLC		West Virginia		55-0463558		202 Laidley Tower, P.O. Box 1233 Charleston, WV 25324 (314) 344-0300
Sugar Camp Properties		Indiana		35-2130006		7100 Eagle Crest Blvd. Evansville, IN 47715 (812) 424-9000
Thoroughbred, L.L.C.		Delaware		43-1686687		701 Market Street Suite 815 St. Louis, MO 63101 (314) 342-3400
Thoroughbred Generating Company, LLC		Delaware		43-1898534		701 Market Street Suite 780 St. Louis, MO 63101 (314) 342-3400
Thoroughbred Mining Company, L.L.C.		Delaware		73-1625889		701 Market Street Suite 721 St. Louis, MO 63101 (314) 342-3400

Twentymile Coal Company		Delaware		95-3811846		701 Market Street Suite 731 St. Louis, MO 63101 (314) 342-3400
Union County Coal Company, LLC		Kentucky		74-3096591		435 Davis Mine Road Sturgis, KY 42459 (270) 333-5002
West Roundup Resources, Inc.		Delaware		20-2561489		701 Market Street Suite 736 St. Louis, MO 63101 (314) 342-3400
Yankeetown Dock, LLC		Indiana		35-0923438		P.O. Box 159 Newburgh, IN 47629-0159 (812) 853-3387

EXPLANATORY NOTE

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Commission File No. 333-136108) (the “Registration Statement”) of Peabody Energy Corporation and certain of its subsidiaries is being filed for the purpose of adding School Creek Coal Resources, LLC and Eastern Coal Holding Company, Inc. as additional registrants. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The following table reflects an itemization of all fees and expenses, other than underwriting discounts and commissions, incurred or expected to be incurred by Peabody Energy Corporation in connection with the issuance and distribution of the securities being registered hereby. All but the Securities and Exchange Commission registration fee are estimates and remain subject to future contingencies.

Securities and Exchange Commission registration fee		$	(1	)
Legal fees and expenses			250,000
Accounting fees and expenses			100,000
Trustees’ fees and expenses			9,000
Printing and engraving fees			130,000
Blue Sky fees and expenses			15,000
Miscellaneous expenses			55,000
Total		$

     Section 145 of the Delaware General Corporation Law provides that, among other things, a corporation may indemnify directors and officers as well as other employees and agents of the

II-1

corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s by-laws, disinterested director vote, stockholder vote, agreement or otherwise.

     Article Sixth of the registrant’s third amended and restated certificate of incorporation (as amended) and Article IV of the registrant’s amended and restated by-laws requires indemnification to the fullest extent permitted by Delaware law. The registrant has also obtained officers’ and directors’ liability insurance which insures against liabilities that officers and directors of the registrant, in such capacities, may incur. The registrant’s third amended and restated certificate of incorporation (as amended) requires the advancement of expenses incurred by officers or directors in relation to any action, suit or proceeding.

     Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability (i) for any transaction from which the director derives an improper personal benefit, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (certain illegal distributions) or (iv) for any breach of a director’s duty of loyalty to the company or its stockholders. Article Sixth of the registrant’s third amended and restated certificate of incorporation (as amended) includes such a provision.

     In connection with the registrant’s existing indemnification procedures and policies and the rights provided for by its third amended and restated certificate of incorporation (as amended) and amended and restated by-laws, the registrant has executed indemnification agreements with its directors and certain senior executive officers.

     Pursuant to those agreements, to the fullest extent permitted by the laws of the State of Delaware, the registrant has agreed to indemnify those persons against any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the indemnified person is or was or has agreed to serve at the request of the registrant as a director, officer, employee or agent of the registrant, or while serving as a director or officer of the registrant, is or was serving or has agreed to serve at the request of the registrant as a director, officer, employee or agent (which, for purposes of the indemnification agreements, includes a trustee, partner, manager or a position of similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. The indemnification provided by these agreements is from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnified person or on his or her behalf in connection with the action, suit or proceeding and any appeal therefrom, but shall only be provided if the indemnified person acted in good faith and in a manner the indemnified person reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe the indemnified person’s conduct was unlawful.

II-2

Item 16.

          (a) Exhibits

Exhibit
No.		Description of Exhibit
1.1**		Form of Underwriting Agreement (Debt)
1.2**		Form of Underwriting Agreement (Equity)
1.3**		Form of Underwriting Agreement (Preferred Stock)
1.4**		Form of Underwriting Agreement (Units)
1.5**		Form of Underwriting Agreement (Warrants)
4.1		Rights Agreement, dated as of July 24, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent (which includes the form of Certificate of Designations of Series A Junior Preferred Stock of the Company as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002)
4.2		Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, filed with the Secretary of State of the State of Delaware on July 24, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed on July 24, 2002)
4.3		Certificate of Adjustment delivered by the Registrant to Equiserve Trust Company, NA., as Rights Agent, on March 29, 2005 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A filed on March 29, 2005)
4.4		Certificate of Adjustment delivered by the Registrant to American Stock Transfer & Trust Company, as Rights Agent, on February 22, 2006 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A filed on February 22, 2006)
4.5		Specimen of stock certificate representing the Registrant’s common stock, $.01 par value (incorporated by reference to Exhibit 4.13 of the Registrant’s Form S-1/A Registration Statement No. 333-55412, filed on May 1, 2002)
4.6		6 7/8% Senior Notes Due 2013 Indenture dated as of March 21, 2003 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.27 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003)
4.7		6 7/8% Senior Notes Due 2013 First Supplemental Indenture dated as of May 7, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-4 Registration Statement No. 333-106208, filed on June 17, 2003)
4.8		6 7/8% Senior Notes Due 2013 Second Supplemental Indenture dated as of September 30, 2003 among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.198 of the Registrant’s Form S-3 Registration Statement No. 333-109906, filed on October 22, 2003)
4.9		6 7/8% Senior Notes Due 2013 Third Supplemental Indenture, dated as of February 24,

Exhibit
No.		Description of Exhibit
		2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.211 of the Registrant’s Form S-3/A Registration Statement No. 333-109906, filed on March 4, 2004)
4.10		6 7/8% Senior Notes Due 2013 Fourth Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.57 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004)
4.11		6 7/8% Senior Notes Due 2013 Fifth Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005)
4.12		6 7/8% Senior Notes Due 2013 Sixth Supplemental Indenture dated as of January 20, 2005, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005)
4.13		6 7/8% Senior Notes Due 2013 Seventh Supplemental Indenture, dated as of September 30, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (as defined therein) (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 8, 2005)
4.14		6 7/8% Senior Notes Due 2013 Eighth Supplemental Indenture, dated as of January 20, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.14 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 6, 2006)
4.15		6 7/8% Senior Notes Due 2013 Ninth Supplemental Indenture, dated as of June 13, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006)
4.16		6 7/8% Senior Notes Due 2013 Tenth Supplemental Indenture, dated as of June 30, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006)
4.17		5 7/8% Senior Notes Due 2016 Indenture dated as of March 19, 2004 between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.12 of the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2004, filed on May 10, 2004)
4.18		5 7/8% Senior Notes Due 2016 First Supplemental Indenture dated as of March 23, 2004 between the Registrant and U.S. Bank National Association, as trustee (incorporated by

Exhibit
No.		Description of Exhibit
		reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated March 23, 2004)
4.19		5 7/8% Senior Notes Due 2016 Second Supplemental Indenture, dated as of April 22, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.58 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004)
4.20		5 7/8% Senior Notes Due 2016 Third Supplemental Indenture, dated as of October 18, 2004, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005)
4.21		5 7/8% Senior Notes Due 2016 Fourth Supplemental Indenture, dated as of January 20, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 6, 2005)
4.22		5 7/8% Senior Notes Due 2016 Fifth Supplemental Indenture, dated as of September 30, 2005, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 8, 2005)
4.23		5 7/8% Senior Notes Due 2016 Sixth Supplemental Indenture, dated as of January 20, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 6, 2006)
4.24		5 7/8% Senior Notes Due 2016 Seventh Supplemental Indenture, dated as of June 13, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006)
4.25		5 7/8% Senior Notes Due 2016 Eighth Supplemental Indenture, dated as of June 30, 2006, among the Registrant, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 7, 2006)
4.26		Senior Indenture (incorporated by reference to Exhibit 4.12 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed on May 10, 2004)
4.27*		Form of Subordinated Indenture
4.28*		Form of Senior Security
4.29*		Form of Subordinated Security (included in Exhibit 4.27)
4.30**		Form of Warrant Agreement

Exhibit
No.		Description of Exhibit
4.31**		Form of preferred stock share certificate
5*		Opinion of Simpson Thacher & Bartlett LLP
12*		Computation in support of ratio of earnings to fixed charges
23.1*		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5)
23.2*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24*		Power of Attorney (included on signature pages)
25		Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the indenture with respect to the senior debt securities (incorporated by reference to Exhibit 25.1 of the Registrant’s Current Report on Form 8-K dated March 19, 2004)
26*		Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the indenture with respect to the subordinated debt securities

Item 17. Undertakings.

     The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post effective amendment to this registration statement:

	(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
	(ii)		To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

	(2)		That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4)		That, for the purpose of determining liability under the Securities Act to any purchaser:

	(i)		Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
	(ii)		Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means

of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)		Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)		Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)		The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(6)		That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(7)		Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
	(8)		To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri as of September 29, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President, Chief Executive Officer and Director
Gregory H. Boyce				(Principal Executive Officer)
* Richard A. Navarre				Chief Financial Officer and Executive Vice President of Corporate Development
				(Principal Financial and Accounting Officer)
*				Chairman and Director
Irl F. Engelhardt
*				Director
B. R. Brown
*				Director
William A. Coley

Signature				Title
*				Director
Henry Givens, Jr.
*				Director
William E. James
*				Director
Robert B. Karn III
*				Director
Henry E. Lentz
*				Director
William C. Rusnack
*				Director
James R. Schlesinger
*				Director
Blanche M. Touhill
*				Director
John F. Turner
*				Director
Sandra Van Trease
*				Director
Alan H. Washkowitz

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri as of September 29, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President and Director
Jiri Nemec
*				Vice President and Treasurer
Walter L. Hawkins, Jr.
*				Director
Gregory H. Boyce
*				Director
Richard A. Navarre

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		AMERICAN LAND DEVELOPMENT, LLC
		By:		PEABODY INVESTMENTS CORP.,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Roger B. Walcott, Jr.
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		AMERICAN LAND HOLDINGS OF ILLINOIS, LLC
		By:		AMERICAN LAND DEVELOPMENT, LLC,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Roger B. Walcott, Jr.
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		AMERICAN LAND HOLDINGS OF INDIANA, LLC
		By:		AMERICAN LAND DEVELOPMENT, LLC,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Roger B. Walcott, Jr.
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN
		Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		AMERICAN LAND HOLDINGS OF KENTUCKY, LLC
		By:		AMERICAN LAND DEVELOPMENT, LLC,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Gregory H. Boyce
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		APPALACHIA MINE SERVICES, LLC
		By:		EASTERN COAL COMPANY, LLC
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Jiri Nemec
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		ARCLAR COMPANY, LLC
		By:		BLACK BEAUTY COAL COMPANY,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Mark Cavinder
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President and Director
Roger B. Walcott, Jr.
*				Vice President and Treasurer
Walter L. Hawkins, Jr.
*				Director
Richard A. Navarre

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President and Director
James C. Sevem
*				Vice President and Treasurer
Walter L. Hawkins, Jr.
*				Director
L. Brent Stottlemyre
*				Director
Fredrick D. Palmer

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Bryan A. Galli
*				Vice President and Treasurer
Walter L. Hawkins, Jr.
*				Director
Richard A. Navarre
*				Director
Fredrick D. Palmer
*				Director
L. Brent Stottlemyre

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				Vice President and Treasurer
Walter L. Hawkins, Jr.
*				Director
Gregory H. Boyce
*				Director
Richard A. Navarre
*				Director
Kemal Williamson
*				Director
Mark R. Yingling

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		BLACK BEAUTY COAL COMPANY
		By:		BLACK BEAUTY RESOURCES, LLC,
				a General Partner
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer
		By:		THOROUGHBRED, L.L.C.,
				a General Partner
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President — CEO
Bryan A. Galli
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		BLACK BEAUTY EQUIPMENT COMPANY
		By:		BLACK BEAUTY RESOURCES, LLC,
				a General Partner
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer
		By:		THOROUGHBRED, L.L.C.,
				a General Partner
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President — CEO
Bryan Galli
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN
		Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		BLACK BEAUTY HOLDING COMPANY, LLC
		By:		MIDWEST COAL RESOURCES, LLC,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr. Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Roger B. Walcott, Jr.
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		BLACK BEAUTY RESOURCES, LLC
		By:		BLACK BEAUTY HOLDING COMPANY, LLC,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Bryan Galli
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		BLACK HILLS MINING COMPANY, LLC
		By:		MIDWEST COAL RESOURCES, LLC,
				its Sole Member
		By:		/s/ WALTER L. HAWKINS, JR.
				Walter L. Hawkins, Jr.
				Vice President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 29th day of September, 2006 by the following persons in the capacities indicated:

Signature				Title
*				President
Charles A. Ebetino, Jr.
*				Vice President and Treasurer
Walter L. Hawkins, Jr.

*By:		/s/ JOSEPH W. BEAN   Joseph W. Bean
		Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 in the City of St. Louis, State of Missouri on September 29, 2006.

		BLACK STALLION COAL COMPANY, LLC
		BY:		BLACK WALNUT COAL COMPANY,
				its Sole Member
		By:		WALTER L. HAWKINS, JR.   Walter L. Hawkins, Jr.
				Vice President and Treasurer