Patriot Coal Corp - Filing of certain prospectuses and communications in connection with business combination transactions (425)
09 April 2008 - 6:13PM
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 to employees of Patriot Coal Corporation on
April 9, 2008.
Dear
Fellow Employee:
Enclosed
is Patriot Coal’s first annual report. I’d like to refer you to the
front section of the report, in particular, where Patriot’s strategy and
strengths are discussed. We believe Patriot has the Right Plan, the
Right Team and the Right Assets, and we believe this is the Right Time for us to
excel as an independent company.
One of our
key strategies is to grow the company, both organically and through acquisitions
and joint ventures. The acquisition of Magnum Coal we announced last
week is a concrete example of the benefits of this strategy. We
believe a Patriot/Magnum combination makes Patriot a stronger company and
provides opportunities to further participate in the currently favorable coal
markets, both here in the U.S. and overseas.
I continue
to be very enthusiastic about our future. With Patriot’s skilled
workforce, broad reserve base, metallurgical and thermal coal capabilities, and
now with the planned addition of Magnum, we are an important producer of a vital
resource. As a Patriot employee, you are an integral part of our
success, both Right Now and in the future. Your daily efforts to work
safely and productively are essential for us to maintain and enhance our
operating performance as we move forward.
I thank
you for your dedication, and I look forward to sharing our successes in
2008.
|
Sincerely,
|
|
|
|
|
|
Richard
M. Whiting
|
|
President
& Chief Executive Officer
|
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 Coal Company
(“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 Janine Orf, Director, Investor Relations, at (314)
275-3680. 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, Magnum and
certain of their respective directors, 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 potential participants in the proxy solicitation and 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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