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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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(Amendment
No.2)
1
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Patriot
Coal Corporation
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(Name
of Issuer)
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Common
Stock, $0.01 par value per share
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(Title
of Class of Securities)
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70336T
10 4
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(CUSIP
Number)
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John
A. Tisdale, Esq.
General
Counsel
ArcLight
Capital Partners, LLC
200
Clarendon Street, 55
th
Floor
Boston,
MA 02117
Telephone:
(617) 531−6300
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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December
30, 2008
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e), 13d-1(f) or
240.13d-1(g),
check the following box [ ].
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Note:
Schedules filed
in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule 13d-7 for
other parties to whom copies are to be sent.
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1
The remainder of this cover page shall be filled out for a reporting
person’s initial filling on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the
Notes).
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SCHEDULE
13D
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CUSIP
No.
70336T
10 4
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Page 2
of 12 Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
Energy Partners Fund I, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
7,328,714
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
7,328,714
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,328,714
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
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CUSIP
No.
70336T
10
4
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Page 3
of 12 Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
Energy Partners Fund II, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
5,868,610
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
5,868,610
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,868,610
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
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CUSIP
No.
70336T
10
4
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Page 4of 12
Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
PEF GP, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|
NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
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|
BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER
7,328,714*
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EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
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PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER
7,328,714
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|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,328,714
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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* Solely
in its capacity as the general partner of ArcLight Energy Partners Fund I,
L.P.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
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Page 5of 12
Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
PEF GP II, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
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3
|
SEC
USE ONLY
|
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
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7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
5,868,610*
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EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER
5,868,610
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,868,610
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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* Solely
in its capacity as the general partner of ArcLight Energy Partners Fund II,
L.P.
SCHEDULE
13D
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CUSIP
No.
70336T
10
4
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Page
6 of 12 Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
Capital Holdings, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
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3
|
SEC
USE ONLY
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4
|
SOURCE
OF FUNDS (See Instructions)
OO
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
|
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER
13,197,324*
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
13,197,324
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,197,324
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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* Solely
in its capacity as the manager of ArcLight PEF GP, LLC, the general partner of
ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general
partner of ArcLight Energy Partners Fund II, L.P.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
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Page
7 of 12 Pages
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1
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NAME
OF REPORTING PERSON
Daniel
R. Revers*
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
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3
|
SEC
USE ONLY
|
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4
|
SOURCE
OF FUNDS (See Instructions)
OO
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|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
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NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
13,197,324*
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|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
13,197,324
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,197,324
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
|
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Solely
in his capacity as the manager of ArcLight Capital Partners, LLC, the manager of
ArcLight PEF GP, LLC which is the general partner of ArcLight Energy
Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of
ArcLight Energy Partners Fund II, L.P. Mr. Revers disclaims
beneficial ownership of the shares of Common Stock held by the ArcLight Funds,
except to the extent of his pecuniary interest in such funds.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
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Page 8
of 12 Pages
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1
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NAME
OF REPORTING PERSON
Robb
E. Turner*
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
13,197,324*
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
13,197,324
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,197,324
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Solely
in his capacity as the manager of ArcLight Capital Partners, LLC, the manager of
ArcLight PEF GP, LLC which is the general partner of ArcLight Energy
Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P. Mr.
Turner disclaims beneficial ownership of the shares of Common Stock held by the
ArcLight Funds, except to the extent of his pecuniary interest in such
funds.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
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Page 9
of 12 Pages
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1
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NAME
OF REPORTING PERSON
John
F. Erhard*
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
13,197,324*
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
13,197,324
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,197,324
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Solely
in his capacity as a principal of ArcLight Capital Partners, LLC an affiliate of
ArcLight Capital Partners, LLC, the manager of ArcLight PEF GP,
LLC which is the general partner of ArcLight Energy Partners Fund I,
L.P. and ArcLight Energy Partners Fund II, L.P. Mr. Erhard disclaims
beneficial ownership of the shares of Common Stock held by the ArcLight Funds,
except to the extent of his pecuniary interest in such funds.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
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Page 10
of 12 Pages
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1
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NAME
OF REPORTING PERSON
Paul
Vining
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
167,138
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
167,138
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,138
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This Amendment No. 2 to the Schedule
13D relating to shares of common Stock of Patriot Coal Corporation (the
"Issuer") filed on August 1, 2008, as amended by Amendment No. 1 thereto (the
"Schedule 13D"), is being filed by Mr. Vining and the ArcLight Funds (as defined
below) and amends the Schedule 13D which was filed on behalf of the following
persons (collectively, the "Reporting Persons"): ArcLight Energy Partners Fund
I, L.P. ("ArcLight Fund I"), ArcLight Energy Partners Fund II, L.P. ("ArcLight
Fund II", and together with ArcLight Fund I, the "ArcLight Funds"), ArcLight PEF
GP, LLC ("ArcLight PEF GP"), ArcLight PEF GP II, LLC ("ArcLight PEF GP II"),
ArcLight Capital Holdings, LLC ("ArcLight Capital Holdings", and together with
the ArcLight Funds, ArcLight PEF GP and ArcLight PEF GP II the "ArcLight
Entities"), Daniel R. Revers ("Mr. Revers"), Robb E. Turner ("Mr. Turner"), John
F. Erhard (Mr. Erhard"), Caisse de Dépôt et Placement du Québec ("Caisse"),
Cascade Investment, L.L.C. ("Cascade"), William H. Gates III (“Mr. Gates”),
Citigroup Capital Partners II 2006 Citigroup Investment, L.P. ("Citigroup
Investment"), Citigroup Capital Partners II Employee Master Fund, L.P.
("Citigroup Employee Master Fund"), Citigroup Capital Partners II Onshore, L.P.
("Citigroup Onshore"), Citigroup Capital Partners II Cayman Holdings, L.P.
("Citigroup Cayman", and together with Citigroup Investment, Citigroup Employee
Master Fund, Citigroup Onshore, the "Citigroup Funds") Citigroup Private Equity
LP ("Citigroup PE") Citigroup Alternative Investments LLC ("CAI"), Citigroup
Investments Inc. ("CII") and Citigroup Inc. ("Citigroup" and together with
Citigroup Funds, CAI and CII, the "Citigroup Entities"), Howard Hughes Medical
Institute ("HHMI"), The Northwestern Mutual Life Insurance Company
("Northwestern"), The Board of Trustees of the Leland Stanford Junior University
(“Stanford University”), Paul Vining ("Mr. Vining"), Timothy Elliott ("Mr.
Elliott"), David Turnbull ("Mr. Turnbull"), Richard Verheij ("Mr. Verheij"), Tom
McQuade ("Mr. McQuade"), B. Scott Spears ("Mr. Spears"), Keith St. Clair ("Mr.
St. Clair"), Robert Bennett ("Mr. Bennett"), and Dwayne Francisco ("Mr.
Francisco").
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 to the Schedule 13D is hereby
amended to add the following under "Letter Agreement":
"On
December 30, 2008, Vining, the Issuer and the ArcLight Funds entered into an
amendment (the "Letter Agreement Amendment") to the Letter Agreement, such that
the transfer of shares of Common Stock to Vining contemplated thereunder will be
deferred to January 22, 2010. The foregoing discussion of the Letter
Agreement Amendment is not intended to be a complete statement of all of the
terms thereof and is qualified in its entirety by the Letter Agreement Amendment
which is filed herewith as Exhibit 99.7 and incorporated by reference
herein."
Item
7. Material to Be Filed as Exhibits
Item
7 is hereby amended by adding the following as an Exhibit to the Schedule
13D:
|
Exhibit
99.7:
|
Letter
Agreement Amendment, among ArcLight Energy Partners Fund I, L.P., ArcLight
Energy Partners Fund II, L.P., Paul Vining and the
Issuer.
|
* * * *
Each of the undersigned is responsible
for the accuracy and completeness of the information in this Amendment No. 2 to
Schedule 13D concerning himself or itself, and is not responsible for the
accuracy or completeness of the information in this Schedule 13D concerning any
other signatories.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: January
15, 2009
|
ARCLIGHT
ENERGY PARTNERS FUND I, L.P.
|
|
|
By:
ArcLight PEF GP, LLC, its
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|
|
General
Partner
|
|
|
By:
ArcLight Capital Holdings,
|
|
|
LLC,
its Manager
|
|
|
By:
_
/s/Daniel R.
Revers
___________________
|
|
|
Name:
Daniel R. Revers
|
|
|
Title:
Manager
|
|
|
|
|
|
|
|
|
ARCLIGHT
ENERGY PARTNERS FUND II, L.P.
|
|
|
By:
ArcLight PEF GP II, LLC,
|
|
|
its
General Partner
|
|
|
By:
ArcLight Capital Holdings, LLC,
|
|
|
its
Manager
|
|
|
By:
_
/s/Daniel R.
Revers
___________________
|
|
|
Name:
Daniel R. Revers
|
|
|
Title:
Manager
|
|
|
|
|
|
|
|
|
/s/ Paul
Vining___________________________
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Paul
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Patriot Coal Corp. (NYSE:PCX)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Patriot Coal Corp. (NYSE:PCX)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
