Patriot Coal Corp - Filing of certain prospectuses and communications in connection with business combination transactions (425)
02 April 2008 - 11:29PM
Edgar (US Regulatory)
Filed by
Patriot Coal Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
and deemed
filed pursuant to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company: Patriot Coal Corporation
(Commission
File No. 001-33466)
The
following letter was distributed by Patriot Coal Corporation on April 2,
2008.
With great
pleasure, today we announced the proposed acquisition by Patriot Coal
Corporation of Magnum Coal Company. Magnum is a large,
well-established coal producer in southern West Virginia which operates 12 mines
and 7 preparation plants, with a significant presence in surface
mining.
Magnum
sold over 18 million tons in 2007 and has more than 600 million tons of reserves
in Central Appalachia. As a combined company, together we would have
sold over 40 million tons in 2007, with a combined 1.9 billion tons of
reserves. With the addition of Magnum, Patriot will be the second
largest coal producer in Central Appalachia and number seven in the
U.S.
Patriot’s
three stated core strategies encompass the following:
·
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To
maintain and enhance our operational performance through a continued
emphasis on safety, productivity, cost control and environmental
stewardship;
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·
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To
maximize customer satisfaction, while also optimizing profitability;
and
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·
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To
pursue value-enhancing growth opportunities through organic growth,
acquisitions and joint ventures.
|
The
acquisition of Magnum fits squarely with these core strategies. This acquisition
further strengthens Patriot’s position in the eastern United States, providing
additional production and valuable reserves.
Like
Patriot, Magnum also places a high priority on the safety of its
miners. As we looked at a possible combination with Magnum, this was
very important to us – to find a partner with the same core safety values and
principles.
As a
Patriot supplier, I want to assure you that we continue to value our
relationship and business with you. I believe this transaction with
Magnum will make Patriot an even stronger company that values the products and
services that you provide.
The actual
closing of the Magnum acquisition is targeted for this summer, following
regulatory and stockholder approval. I will be communicating with you
further in the next few months to let you know our progress toward closing the
transaction.
I
appreciate your commitment to Patriot, and I look forward to continuing our
relationship in the future.
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Sincerely,
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|
|
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Richard
M. Whiting
President
& Chief Executive Officer
Patriot
Coal Corporation
|
* * * *
*
Important
Information for Stockholders
Patriot
Coal Corporation (the “Company”) will file a proxy statement/prospectus with the
Securities and Exchange Commission (the “SEC”) in connection with the proposed
issuance of Company common stock in the transaction with
Magnum. Investors and stockholders are urged to read the proxy
statement/prospectus when it becomes available and any other relevant documents
filed with the SEC because they will contain important information about the
proposed issuance. Investors and stockholders may obtain these
documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, documents filed with the SEC by the Company
are available free of charge by contacting investor relations by phone at (314)
275-3680, in writing to Janine A. Orf, Director of Investor Relations, or by
email to jorf@patriotcoal.com. The final proxy statement/prospectus
will be mailed to stockholders.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such
jurisdiction.
The
Company and its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of the Company in connection with the proposed
issuance. Information about the Company’s directors and executive
officers is set forth in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2007 filed with the SEC
on March
14, 2008 and in the Information Statement filed as Exhibit 99.1 to the Report on
Form 8-K filed by the Company with the SEC on October 24,
2007. Additional information regarding the interests of such
potential participants will be included in the proxy statement/prospectus and
the other relevant documents filed with the SEC when they become
available.
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