UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
Arch Coal, Inc.
and the
co-applicants listed on the following pages
(Name of applicants)
One CityPlace Drive, Ste. 300
St. Louis, Missouri 63141
(Address of principal executive offices)
Securities to be Issued Under the Indenture to be Qualified
|
Title of Class |
|
Amount |
|
8.000% Senior Secured Notes due 2022 |
|
Up to $184,223,600 aggregate principal amount(1) |
Approximate date of proposed public offering: Such securities are expected to be issued as soon as practicable after the effective date of this Application for Qualification
Name and address of agent for service:
Robert G. Jones
Senior Vice President—Law, General Counsel and Secretary
Arch Coal, Inc.
One CityPlace Drive, Ste. 300
St. Louis, Missouri 63141
With a copy to:
Michael Kaplan, Esq.
Byron B. Rooney, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
The Company hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon written request.
(1) Includes 8.000% Senior Secured Notes due 2022 to be issued in transactions exempt from registration under the Securities Act of 1933 as amended (the “Securities Act”), pursuant to the provisions of Section 3(a)(9) of the Securities Act. The amount of 8.000% Senior Secured Notes due 2022 to be issued in such transactions in reliance upon Section 3(a)(9) of the Securities Act may be less than $184,223,600. Does not include 8.000% Senior Secured Notes due 2022 that may be issued in transactions exempt from qualification under the Trust Indenture Act, including any issuance in transactions exempt from registration under the Securities Act pursuant to the provisions of Section 4(a)(2) of the Securities Act.
The following direct and indirect subsidiaries of Arch Coal, Inc. are guarantors of the 8.000% Senior Secured Notes due 2022 and are co-applicants on this Form T-3.
|
Name of Co-Applicant |
|
Jurisdiction of Incorporation or Organization |
|
ACI Terminal, LLC |
|
Delaware |
|
Allegheny Land Company |
|
Delaware |
|
Arch Coal Sales Company, Inc. |
|
Delaware |
|
Arch Coal West, LLC |
|
Delaware |
|
Arch Development, LLC |
|
Delaware |
|
Arch Energy Resources, LLC |
|
Delaware |
|
Arch Reclamation Services, Inc. |
|
Delaware |
|
Arch Western Acquisition Corporation |
|
Delaware |
|
Arch Western Acquisition, LLC |
|
Delaware |
|
Arch Western Bituminous Group, LLC |
|
Delaware |
|
Arch Western Finance, LLC |
|
Delaware |
|
Arch Western Resources, LLC |
|
Delaware |
|
Arch Of Wyoming, LLC |
|
Delaware |
|
Ark Land Company |
|
Delaware |
|
Ark Land KH, Inc. |
|
Delaware |
|
Ark Land LT, Inc. |
|
Delaware |
|
Ark Land WR, Inc. |
|
Delaware |
|
Ashland Terminal, Inc. |
|
Delaware |
|
Bronco Mining Company, Inc. |
|
West Virginia |
|
Catenary Coal Holdings, Inc. |
|
Delaware |
|
Coal-Mac, Inc. |
|
Kentucky |
|
CoalQuest Development LLC |
|
Delaware |
|
Cumberland River Coal Company |
|
Delaware |
|
Hawthorne Coal Company, Inc. |
|
West Virginia |
|
Hunter Ridge, Inc. |
|
Delaware |
|
Hunter Ridge Coal Company |
|
Delaware |
|
Hunter Ridge Holdings, Inc. |
|
Delaware |
|
ICG, Inc. |
|
Delaware |
|
ICG, LLC |
|
Delaware |
|
ICG Beckley, LLC |
|
Delaware |
|
ICG East Kentucky, LLC |
|
Delaware |
|
ICG Eastern, LLC |
|
Delaware |
|
ICG Eastern Land, LLC |
|
Delaware |
|
ICG Illinois, LLC |
|
Delaware |
|
ICG Knott County, LLC |
|
Delaware |
|
ICG Natural Resources, LLC |
|
Delaware |
|
ICG Tygart Valley, LLC |
|
Delaware |
|
International Coal Group, Inc. |
|
Delaware |
|
Juliana Mining Company, Inc. |
|
West Virginia |
|
King Knob Coal Co., Inc. |
|
West Virginia |
|
Lone Mountain Processing, Inc. |
|
Delaware |
|
Marine Coal Sales Company |
|
Delaware |
|
Melrose Coal Company, Inc. |
|
West Virginia |
|
Mingo Logan Coal Company |
|
Delaware |
|
Mountain Coal Company, L.L.C. |
|
Delaware |
|
Mountain Gem Land, Inc. |
|
West Virginia |
|
Mountain Mining, Inc. |
|
Delaware |
|
Mountaineer Land Company |
|
Delaware |
|
Otter Creek Coal, LLC |
|
Delaware |
|
Patriot Mining Company, Inc. |
|
West Virginia |
|
Powell Mountain Energy, LLC |
|
Delaware |
|
Prairie Holdings, Inc. |
|
Delaware |
|
Shelby Run Mining Company, LLC |
|
Delaware |
|
Name of Co-Applicant |
|
Jurisdiction of Incorporation or Organization |
|
Simba Group, Inc. |
|
Delaware |
|
Thunder Basin Coal Company, L.L.C. |
|
Delaware |
|
Triton Coal Company, L.L.C. |
|
Delaware |
|
Upshur Property, Inc. |
|
Delaware |
|
Vindex Energy Corporation |
|
West Virginia |
|
Western Energy Resources, Inc. |
|
Delaware |
|
White Wolf Energy, Inc. |
|
Virginia |
|
Wolf Run Mining Company |
|
West Virginia |
|
|
PAGE |
|
|
|
|
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|
7 | |
|
9 | |
|
31 | |
|
34 | |
|
41 | |
|
54 |
1. General Information
|
Name of Applicant |
|
Form of Organization |
|
State of Organization |
|
Arch Coal, Inc. |
|
Corporation |
|
Delaware |
|
ACI Terminal, LLC |
|
Limited Liability Company |
|
Delaware |
|
Allegheny Land Company |
|
Corporation |
|
Delaware |
|
Arch Coal Sales Company, Inc. |
|
Corporation |
|
Delaware |
|
Arch Coal West, LLC |
|
Limited Liability Company |
|
Delaware |
|
Arch Development, LLC |
|
Limited Liability Company |
|
Delaware |
|
Arch Energy Resources, LLC |
|
Limited Liability Company |
|
Delaware |
|
Arch Reclamation Services, Inc. |
|
Corporation |
|
Delaware |
|
Arch Western Acquisition Corporation |
|
Corporation |
|
Delaware |
|
Arch Western Acquisition, LLC |
|
Limited Liability Company |
|
Delaware |
|
Arch Western Bituminous Group, LLC |
|
Limited Liability Company |
|
Delaware |
|
Arch Western Finance, LLC |
|
Limited Liability Company |
|
Delaware |
|
Arch Western Resources, LLC |
|
Limited Liability Company |
|
Delaware |
|
Arch Of Wyoming, LLC |
|
Limited Liability Company |
|
Delaware |
|
Ark Land Company |
|
Corporation |
|
Delaware |
|
Ark Land KH, Inc. |
|
Corporation |
|
Delaware |
|
Ark Land LT, Inc. |
|
Corporation |
|
Delaware |
|
Ark Land WR, Inc. |
|
Corporation |
|
Delaware |
|
Ashland Terminal, Inc. |
|
Corporation |
|
Delaware |
|
Bronco Mining Company, Inc. |
|
Corporation |
|
West Virginia |
|
Catenary Coal Holdings, Inc. |
|
Corporation |
|
Delaware |
|
Coal-Mac, Inc. |
|
Corporation |
|
Kentucky |
|
CoalQuest Development LLC |
|
Limited Liability Company |
|
Delaware |
|
Cumberland River Coal Company |
|
Corporation |
|
Delaware |
|
Hawthorne Coal Company, Inc. |
|
Corporation |
|
West Virginia |
|
Hunter Ridge, Inc. |
|
Corporation |
|
Delaware |
|
Hunter Ridge Coal Company |
|
Corporation |
|
Delaware |
|
Hunter Ridge Holdings, Inc. |
|
Corporation |
|
Delaware |
|
ICG, Inc. |
|
Corporation |
|
Delaware |
|
ICG, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG Beckley, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG East Kentucky, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG Eastern, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG Eastern Land, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG Illinois, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG Knott County, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG Natural Resources, LLC |
|
Limited Liability Company |
|
Delaware |
|
ICG Tygart Valley, LLC |
|
Limited Liability Company |
|
Delaware |
|
International Coal Group, Inc. |
|
Corporation |
|
Delaware |
|
Juliana Mining Company, Inc. |
|
Corporation |
|
West Virginia |
|
King Knob Coal Co., Inc. |
|
Corporation |
|
West Virginia |
|
Lone Mountain Processing, Inc. |
|
Corporation |
|
Delaware |
|
Marine Coal Sales Company |
|
Corporation |
|
Delaware |
|
Melrose Coal Company, Inc. |
|
Corporation |
|
West Virginia |
|
Mingo Logan Coal Company |
|
Corporation |
|
Delaware |
|
Mountain Coal Company, L.L.C. |
|
Limited Liability Company |
|
Delaware |
|
Mountain Gem Land, Inc. |
|
Corporation |
|
West Virginia |
|
Mountain Mining, Inc. |
|
Corporation |
|
Delaware |
|
Mountaineer Land Company |
|
Corporation |
|
Delaware |
|
Otter Creek Coal, LLC |
|
Limited Liability Company |
|
Delaware |
|
Name of Applicant |
|
Form of Organization |
|
State of Organization |
|
Patriot Mining Company, Inc. |
|
Corporation |
|
West Virginia |
|
Powell Mountain Energy, LLC |
|
Limited Liability Company |
|
Delaware |
|
Prairie Holdings, Inc. |
|
Corporation |
|
Delaware |
|
Shelby Run Mining Company, LLC |
|
Limited Liability Company |
|
Delaware |
|
Simba Group, Inc. |
|
Corporation |
|
Delaware |
|
Thunder Basin Coal Company, L.L.C. |
|
Limited Liability Company |
|
Delaware |
|
Triton Coal Company, L.L.C. |
|
Limited Liability Company |
|
Delaware |
|
Upshur Property, Inc. |
|
Corporation |
|
Delaware |
|
Vindex Energy Corporation |
|
Corporation |
|
West Virginia |
|
Western Energy Resources, Inc. |
|
Corporation |
|
Delaware |
|
White Wolf Energy, Inc. |
|
Corporation |
|
Virginia |
|
Wolf Run Mining Company |
|
Corporation |
|
West Virginia |
Except for Arch Coal, Inc. (the “Company”), each of the foregoing entities shall be referred to herein collectively as the “Guarantors.” The Company and the Guarantors shall be referred to collectively as the “Applicants.”
2. Securities Act Exemption Applicable
On or promptly after the date of the Application for Qualification on Form T-3 (the “Application”), the Company intends to offer new 8.000% Senior Secured Notes due 2022 (the “New Notes”) in exchange for the Company’s outstanding 7.25% Senior Notes due 2020 (the “Old Notes”) which are held by holders of the Old Notes (“Holders”) who are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder and “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act and the rules and regulations thereunder (each such person, an “Eligible Holder”). The Company is offering, for each $1,000 of a Holder’s Old Notes, to exchange (i) $837.38 of the New Notes, (ii) a cash payment of 50% of the total amount of accrued and unpaid interest on the Old Notes from and including the prior interest payment date to, but excluding, the applicable closing date of the exchange (the “Interest Payment”), and (iii) a cash payment (the “Cash Payment”) of $60 if the Holder agrees to an exchange and executes an exchange agreement by 5:00 p.m. July 16, 2015, or $30 if the Holder agrees to exchange and execute an exchange agreement thereafter but prior to midnight New York City time at the end of July 30, 2015. The Company calls this transaction the “Exchange Transaction.”
In connection with the Exchange Transaction, the Company is requesting that Holders consent to certain proposed amendments to the indenture, dated as of August 9, 2010, as supplemented by a first supplemental indenture dated as of August 9, 2010 by and among the Company, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, governing the Old Notes (the “Old Indenture”) and to the related execution of a supplemental indenture (the “Supplemental Indenture”) embodying the proposed amendments. The proposed amendments would allow the incurrence of additional secured debt under the Old Indenture. If the Exchange Transaction is completed, the New Notes will be governed by the indenture (the “New Indenture”) to be qualified under this Application for Qualification on Form T-3. For more detailed information regarding the New Indenture, please see Item 8 of this Application.
As the New Notes are proposed to be offered for exchange by the Company with its existing noteholders exclusively and solely for the Old Notes of the Company, the transaction is exempt from registration under the Securities Act, pursuant to the provisions of Section 3(a)(9) thereof. No soliciting activities will be conducted in connection with this offer other than a notice in a Company press release that invites holders that are not Qualified Institutional Buyers and Qualified Purchasers to contact the Company. Only after confirming their status as such will Holders receive the materials related to this offer. No fees will be paid, directly or indirectly, to any person in connection with this Exchange Transaction for which the Section 3(a)(9) exemption is claimed, except for customary fees and payments to be made in respect of preparation, printing and mailing of the Offer to Exchange Notice (a form of which is attached hereto as Exhibit T3E), the payments of the fees and expenses of the Company’s legal advisors and the engagement of U.S. Bank National Association, as trustee and collateral agent under the New Indenture and trustee under the Old Indenture (the “Trustee”). No Holder of the Old Notes has made or will be requested to make any cash payment to the Company in connection with the Exchange Transaction. No advisor was retained to or did make recommendations or solicitations with respect to the proposed Exchange Transaction or encouragements to participate in any particular manner.
The Company is making an additional concurrent exchange offers to holders of the Company’s securities other than the Old Notes as well as holders of the Old Notes in each case that are able to establish that they are Qualified Institutional Buyers and Qualified Purchasers. Several dealer managers are participating in such concurrent exchange offers. Certain participating holders in these additional concurrent exchange offers will receive New Notes in combination with certain other of the Company’s securities. The Company calls these concurrent exchange offers together, the “Concurrent Exchange Offers.” The Concurrent Exchange Offers are private placement transactions being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, with solicitation fees paid to dealer managers involved therewith. Holders who are eligible to participate in this offer by definition will not be eligible to participate in the Concurrent Exchange Offers and will receive no documentation in respect thereof; similarly holders participating in the Concurrent Exchange Offers will not be solicited using the materials for this offer.
3. Affiliates
(a) For purposes of this Application only, certain directors and executive officers of the Applicants may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”
(b) The Company and each of its subsidiaries are affiliates of each other. Set forth below are the direct and indirect subsidiaries of the Company. Except as otherwise noted, the capital stock or other equity interests of these subsidiaries is wholly-owned, directly or indirectly, by the Company.
|
Name of Subsidiary |
|
State or Other Jurisdiction of |
|
Arch Coal Asia-Pacific PTE. LTD |
|
Singapore |
|
Arch of Australia PTY LTD |
|
Australia |
|
Arch Coal Australia PTY LTD |
|
Australia |
|
Arch Coal Australia Holdings PTY LTD |
|
Australia |
|
Arch Coal Europe Limited |
|
United Kingdom |
|
Arch Reclamation Services, Inc. |
|
Delaware |
|
Arch Western Acquisition Corporation |
|
Delaware |
|
Arch Western Acquisition, LLC |
|
Delaware |
|
Arch Western Resources, LLC |
|
Delaware |
|
Arch of Wyoming, LLC |
|
Delaware |
|
Arch Western Finance, LLC |
|
Delaware |
|
Arch Western Bituminous Group, LLC |
|
Delaware |
|
Mountain Coal Company, L.L.C. |
|
Delaware |
|
Thunder Basin Coal Company, L.L.C. |
|
Delaware |
|
Triton Coal Company, L.L.C. |
|
Delaware |
|
ACI Terminal, LLC |
|
Delaware |
|
Ark Land Company |
|
Delaware |
|
Western Energy Resources, Inc. |
|
Delaware |
|
Ark Land KH, Inc. |
|
Delaware |
|
Ark Land LT, Inc. |
|
Delaware |
|
Ark Land WR, Inc. |
|
Delaware |
|
Allegheny Land Company |
|
Delaware |
|
Apogee Holdco, Inc. |
|
Delaware |
|
Arch Coal Sales Company, Inc. |
|
Delaware |
|
Arch Energy Resources, LLC |
|
Delaware |
|
Arch Coal West, LLC |
|
Delaware |
|
Arch Development, LLC |
|
Delaware |
|
Arch Receivable Company, LLC |
|
Delaware |
|
Ashland Terminal, Inc. |
|
Delaware |
|
Catenary Coal Holdings, Inc. |
|
Delaware |
|
Cumberland River Coal Company |
|
Delaware |
|
Name of Subsidiary |
|
State or Other Jurisdiction of |
|
Lone Mountain Processing, Inc. |
|
Delaware |
|
Powell Mountain Energy, LLC |
|
Delaware |
|
Catenary Holdco, Inc. |
|
Delaware |
|
Coal-Mac, Inc. |
|
Kentucky |
|
Energy Development Co. |
|
Iowa |
|
Hobet Holdco, Inc. |
|
Delaware |
|
International Coal Group, Inc. |
|
Delaware |
|
ICG, LLC |
|
Delaware |
|
ICG, Inc. |
|
Delaware |
|
ICG Beckley, LLC |
|
Delaware |
|
ICG Natural Resources, LLC |
|
Delaware |
|
ICG East Kentucky, LLC |
|
Delaware |
|
ICG Illinois, LLC |
|
Delaware |
|
ICG Knott County, LLC |
|
Delaware |
|
ICG Tygart Valley, LLC |
|
Delaware |
|
Shelby Run Mining Company, LLC |
|
Delaware |
|
ICG Eastern, LLC |
|
Delaware |
|
ICG Eastern Land, LLC |
|
Delaware |
|
CoalQuest Development LLC |
|
Delaware |
|
Hunter Ridge Holdings, Inc. |
|
Delaware |
|
Hunter Ridge, Inc. |
|
Delaware |
|
Hunter Ridge Coal Company |
|
Delaware |
|
White Wolf Energy, Inc. |
|
Virginia |
|
Bronco Mining Company, Inc. |
|
West Virginia |
|
Juliana Mining Company, Inc. |
|
West Virginia |
|
Hawthorne Coal Company, Inc. |
|
West Virginia |
|
Marine Coal Sales Company |
|
Delaware |
|
Upshur Property, Inc. |
|
Delaware |
|
King Knob Coal Co., Inc. |
|
West Virginia |
|
Vindex Energy Corporation |
|
West Virginia |
|
Patriot Mining Company, Inc. |
|
West Virginia |
|
Melrose Coal Company, Inc. |
|
West Virginia |
|
Wolf Run Mining Company |
|
West Virginia |
|
The Sycamore Group, LLC* |
|
West Virginia |
|
Simba Group, Inc. |
|
Delaware |
|
Jacobs Ranch Holdings I LLC |
|
Delaware |
|
Jacobs Ranch Holdings II LLC |
|
Delaware |
|
Jacobs Ranch Coal LLC |
|
Delaware |
|
Mingo Logan Coal Company |
|
Delaware |
|
Mountain Gem Land, Inc. |
|
West Virginia |
|
Mountain Mining, Inc. |
|
Delaware |
|
Mountaineer Land Company |
|
Delaware |
|
Otter Creek Coal, LLC |
|
Delaware |
|
P.C. Holding, Inc. |
|
Delaware |
|
Prairie Holdings, Inc. |
|
Delaware |
|
Prairie Coal Company, LLC |
|
Delaware |
|
Saddleback Hills Coal Company |
|
Delaware |
* 50% owned by Wolf Run Mining Company.
(c) Certain persons may be deemed to be “affiliates” of the Company by virtue of their holdings of the voting securities of the Company. See Item 5, “Principal Owners of Voting Securities.”
4. Directors and Executive Officers
The following table lists the name of, and offices held by, each director and executive officer of the Applicants as of the date hereof. The mailing address of each director and executive officer is: c/o Arch Coal, Inc., One CityPlace Drive, Suite 300, St. Louis, Missouri 63141.
(1) Arch Coal, Inc.
|
Name |
|
Office |
|
John W. Eaves |
|
Chairman and Chief Executive Officer, Director |
|
Paul A. Lang |
|
President and Chief Operating Officer, Director |
|
David D. Freudenthal |
|
Director |
|
George C. Morris III |
|
Director |
|
Theodore D. Sands |
|
Director |
|
Wesley M. Taylor |
|
Director |
|
Peter I. Wold |
|
Director |
|
Patricia Fry Godley |
|
Director |
|
Paul T. Hanrahan |
|
Director |
|
Douglas H. Hunt |
|
Director |
|
J. Thomas Jones |
|
Director |
|
James A. Sabala |
|
Director |
|
John T. Drexler |
|
Senior Vice President and Chief Financial Officer |
|
Kenneth D. Cochran |
|
Senior Vice President — Operations |
|
Robert G. Jones |
|
Senior Vice President — Law, General Counsel and Secretary |
|
John A. Ziegler |
|
Chief Commercial Officer |
|
John W. Lorson |
|
Vice President and Chief Accounting Officer |
|
Doug Conway |
|
Vice President — Safety |
|
Allen R. Kelley |
|
Vice President — Human Resources |
|
Deck Slone |
|
Senior Vice President, Strategy and Public Policy |
|
C. David Steele |
|
Vice President — Tax Planning |
|
Derek A. LaBell |
|
Director — Internal Audit |
|
Matthew C. Giljum |
|
Vice President — Finance and Treasurer |
|
Jon S. Ploetz |
|
Assistant Corporate Secretary |
(2) ACI Terminal, LLC
|
Name |
|
Office |
|
David J. Finnerty |
|
President, Manager |
|
Robert G. Jones |
|
Manager |
|
Paul A. Lang |
|
Manager, Vice President |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(3) Allegheny Land Company
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Name |
|
Office |
|
Jolene J. Mermis |
|
Assistant Secretary |
(4) Arch Coal Sales Company, Inc.
|
Name |
|
Office |
|
John A. Ziegler |
|
President, Director |
|
Paul A. Lang |
|
Director, Vice President |
|
Jon S. Ploetz |
|
Director, Secretary |
|
R. Matthew Ferguson |
|
Senior Vice President |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Kent Smith |
|
Vice President |
|
Rowdy L. Smith |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(5) Arch Coal West, LLC
|
Name |
|
Office |
|
Jon S. Ploetz |
|
President and Secretary |
|
Matthew C. Giljum |
|
Vice President and Treasurer |
|
Kenneth D. Cochran |
|
Vice President |
|
C. David Steele |
|
Vice President -Tax |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(6) Arch Development, LLC
|
Name |
|
Office |
|
Jeffrey W. Strobel |
|
President |
|
C. David Steele |
|
Vice President -Tax |
|
Matthew C. Giljum |
|
Vice President and Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(7) Arch Energy Resources, LLC
|
Name |
|
Office |
|
Jennifer Johnson |
|
President |
|
John W. Eaves |
|
Manager |
|
Robert G. Jones |
|
Manager |
|
Paul A. Lang |
|
Manager |
|
John A. Ziegler |
|
Senior Vice President |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(8) Arch Reclamation Services, Inc.
|
Name |
|
Office |
|
John K. O’Hare |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
Name |
|
Office |
|
Paul A. Lang |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(9) Arch Western Acquisition Corporation
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(10) Arch Western Acquisition, LLC
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Manager |
|
Robert G. Jones |
|
Manager |
|
Jon S. Ploetz |
|
Manager, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(11) Arch Western Bituminous Group, LLC
|
Name |
|
Office |
|
Keith R. Williams |
|
President |
|
Kenneth D. Cochran |
|
Director |
|
Paul A. Lang |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(12) Arch Western Finance, LLC
|
Name |
|
Office |
|
John T. Drexler |
|
President, Director |
|
Robert G. Jones |
|
Director, Vice President |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Patricia A. Will |
|
Assistant Treasurer |
(13) Arch Western Resources, LLC
|
Name |
|
Office |
|
Paul A. Lang |
|
President |
|
Name |
|
Office |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Kenneth D. Cochran |
|
Vice President |
|
John T. Drexler |
|
Vice President |
|
Robert G. Jones |
|
Vice President and Assistant Secretary |
|
Patricia A. Will |
|
Assistant Treasurer |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(14) Arch Of Wyoming, LLC
|
Name |
|
Office |
|
Keith R. Williams |
|
President & General Manager, Director |
|
Kenneth D. Cochran |
|
Director, Vice President |
|
Paul A. Lang |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(15) Ark Land Company
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Robert G. Jones |
|
Director, Assistant Secretary |
|
Paul A. Lang |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
William Scott Stewart |
|
Vice President - Exploration |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(16) Ark Land KH, Inc.
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(17) Ark Land LT, Inc.
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Robert G. Jones |
|
Director, Assistant Secretary |
|
Paul A. Lang |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Name |
|
Office |
|
John T. Drexler |
|
Vice President |
|
William Scott Stewart |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(18) Ark Land WR, Inc.
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Robert G. Jones |
|
Director, Assistant Secretary |
|
Paul A. Lang |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
William Scott Stewart |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(19) Ashland Terminal, Inc.
|
Name |
|
Office |
|
Calvin N. Hall |
|
President |
|
R. Matthew Ferguson |
|
Director |
|
Jennifer Johnson |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
James C. (Chris) Sykes |
|
Vice President |
|
John T. Drexler |
|
Vice President |
|
Kent Smith |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(20) Bronco Mining Company, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(21) Catenary Coal Holdings, Inc.
|
Name |
|
Office |
|
James C. (Chris) Sykes |
|
President |
|
John W. Eaves |
|
Director |
|
Pau l A. Lang |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(22) Coal-Mac, Inc.
|
Name |
|
Office |
|
Thomas (Tim) S. Brown |
|
President |
|
John T. Drexler |
|
Director |
|
Paul A. Lang |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
James C. (Chris) Sykes |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(23) CoalQuest Development LLC
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
C. David Steele |
|
Vice President |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(24) Cumberland River Coal Company
|
Name |
|
Office |
|
Ricky L. Johnson |
|
President |
|
Paul A. Lang |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
James C. (Chris) Sykes |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(25) Hawthorne Coal Company, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(26) Hunter Ridge, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
Name |
|
Office |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(27) Hunter Ridge Coal Company
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(28) Hunter Ridge Holdings, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(29) ICG, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(30) ICG, LLC
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
John A. Ziegler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(31) ICG Beckley, LLC
|
Name |
|
Office |
|
Joe Tussey |
|
President |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
James C. (Chris) Sykes |
|
Vice President |
|
John T. Drexler |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(32) ICG East Kentucky, LLC
|
Name |
|
Office |
|
James C. (Chris) Sykes |
|
President |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(33) ICG Eastern, LLC
|
Name |
|
Office |
|
James C. (Chris) Sykes |
|
President |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(34) ICG Eastern Land, LLC
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director, Vice President |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(35) ICG Illinois, LLC
|
Name |
|
Office |
|
Erwin Sass |
|
President |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
James C. (Chris) Sykes |
|
Vice President |
|
John T. Drexler |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
John A. Ziegler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
(36) ICG Knott County, LLC
|
Name |
|
Office |
|
James C. (Chris) Sykes |
|
President |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
John T. Drexler |
|
Vice President |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(37) ICG Natural Resources, LLC
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(38) ICG Tygart Valley, LLC
|
Name |
|
Office |
|
Gaither Frazier |
|
President |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Paul A. Lang |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
James C. (Chris) Sykes |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(39) International Coal Group, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
John W. Eaves |
|
Director |
|
Robert G. Jones |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(40) Juliana Mining Company, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(41) King Knob Coal Co., Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(42) Lone Mountain Processing, Inc.
|
Name |
|
Office |
|
Thurman Holcomb |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director, Vice President & Treasurer |
|
Matthew C. Giljum |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
John T. Drexler |
|
Vice President |
|
Chris Sykes |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(43) Marine Coal Sales Company
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Name |
|
Office |
|
John T. Drexler |
|
Vice President |
|
John A. Ziegler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(44) Melrose Coal Company, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(45) Mingo Logan Coal Company
|
Name |
|
Office |
|
Jeffrey E. Roberts |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director |
|
Matthew C. Giljum |
|
Director, Vice President & Treasurer |
|
Charles David Steele |
|
Vice President - Tax |
|
John T. Drexler |
|
Vice President |
|
James C. (Chris) Sykes |
|
Vice President |
|
John McDaniel |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(46) Mountain Coal Company, L.L.C.
|
Name |
|
Office |
|
Keith R. Williams |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(47) Mountain Gem Land, Inc.
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Paul A. Lang |
|
Director |
|
Robert G. Jones |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(48) Mountain Mining, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(49) Mountaineer Land Company
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Paul A. Lang |
|
Director |
|
Robert G. Jones |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(50) Otter Creek Coal, LLC
|
Name |
|
Office |
|
William (Mike) Rowlands |
|
President |
|
Charles David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(51) Patriot Mining Company, Inc.
|
Name |
|
Office |
|
James C. (Chris) Sykes |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
C. David Steele |
|
Vice President — Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jon S. Ploetz |
|
Secretary |
|
Jolene J. Mermis |
|
Assistant Secretary |
(52) Powell Mountain Energy, LLC
|
Name |
|
Office |
|
Thurman Holcomb |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
James C. (Chris) Sykes |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Name |
|
Office |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(53) Prairie Holdings, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(54) Shelby Run Mining Company, LLC
|
Name |
|
Office |
|
James C. (Chris) Sykes |
|
President |
|
Paul A. Lang |
|
Manager |
|
Kenneth D. Cochran |
|
Manager |
|
Robert G. Jones |
|
Manager |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
James Kliche |
|
Vice President |
|
Charles David Steele |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(55) Simba Group, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(56) Thunder Basin Coal Company, L.L.C.
|
Name |
|
Office |
|
Keith R. Williams |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director |
|
Jon S. Ploetz |
|
Director, Secretary |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(57) Triton Coal Company, L.L.C.
|
Name |
|
Office |
|
Keith R. Williams |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director, Vice President |
|
Jon S. Ploetz |
|
Director, Secretary |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(58) Upshur Property, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
James C. (Chris) Sykes |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(59) Vindex Energy Corporation
|
Name |
|
Office |
|
Jeffrey P. Kelley |
|
President |
|
Paul A. Lang |
|
Manager |
|
Kenneth D. Cochran |
|
Manager |
|
Robert G. Jones |
|
Manager |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
James C. (Chris) Sykes |
|
Vice President |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(60) Western Energy Resources, Inc.
|
Name |
|
Office |
|
David J. Finnerty |
|
President |
|
Paul A. Lang |
|
Director |
|
Robert G. Jones |
|
Director, Assistant Secretary |
|
Jon S. Ploetz |
|
Director, Secretary |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
William Scott Stewart |
|
Vice President |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
(61) White Wolf Energy, Inc.
|
Name |
|
Office |
|
Paul A. Lang |
|
President, Director |
|
Robert G. Jones |
|
Director |
|
Name |
|
Office |
|
John W. Eaves |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
(62) Wolf Run Mining Company
|
Name |
|
Office |
|
James C. (Chris) Sykes |
|
President |
|
Paul A. Lang |
|
Director |
|
Kenneth D. Cochran |
|
Director |
|
Robert G. Jones |
|
Director |
|
Charles David Steele |
|
Vice President - Tax |
|
Matthew C. Giljum |
|
Vice President & Treasurer |
|
John T. Drexler |
|
Vice President |
|
Jolene J. Mermis |
|
Assistant Secretary |
|
Jon S. Ploetz |
|
Secretary |
5. Principal Owners of Voting Securities
The mailing address for the Company and each Guarantor is One CityPlace Drive, Ste. 300, St. Louis, Missouri 63141.
(1) Arch Coal, Inc.
To the knowledge of the Company, no person owns 10% or more of the voting securities of the Company as of June 30, 2015.
(2) ACI Terminal, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Western Resources, LLC |
|
Units |
|
100 units |
|
100 |
% |
(3) Allegheny Land Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
20 shares |
|
100 |
% |
(4) Arch Coal Sales Company, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
1,110 shares |
|
100 |
% |
(5) Arch Coal West, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(6) Arch Development, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(7) Arch Energy Resources, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal Sales Company, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(8) Arch Reclamation Services, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(9) Arch Western Acquisition Corporation
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
(10) Arch Western Acquisition, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Western Acquisition Corporation |
|
Units |
|
100 units |
|
100 |
% |
(11) Arch Western Bituminous Group, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Western Resources, LLC |
|
Units |
|
100 units |
|
100 |
% |
(12) Arch Western Finance, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch of Wyoming, LLC |
|
Units |
|
100 units |
|
100 |
% |
(13) Arch Western Resources, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Western Acquisition Corporation |
|
Membership Interests |
|
99.5% |
|
99.5 |
% |
|
Arch Western Acquisition, LLC |
|
Membership Interests |
|
0.5% |
|
0.5 |
% |
(14) Arch Of Wyoming, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Western Resources, LLC |
|
Units |
|
100 units |
|
100 |
% |
(15) Ark Land Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
612 shares |
|
100 |
% |
(16) Ark Land KH, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Ark Land Company. |
|
Common Stock |
|
1,000 shares |
|
100 |
% |
(17) Ark Land LT, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Ark Land Company |
|
Common Stock |
|
1,000 shares |
|
100 |
% |
(18) Ark Land WR, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Ark Land Company |
|
Common Stock |
|
1,000 shares |
|
100 |
% |
(19) Ashland Terminal, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
(20) Bronco Mining Company, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(21) Catenary Coal Holdings, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
(22) Coal-Mac, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
300 shares |
|
100 |
% |
|
Arch Coal, Inc. |
|
Class B Preferred Stock |
|
606 shares |
|
100 |
% |
(23) CoalQuest Development LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, LLC |
|
Membership Units |
|
100 membership units |
|
100 |
% |
(24) Cumberland River Coal Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Catenary Coal Holdings, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
(25) Hawthorne Coal Company, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(26) Hunter Ridge, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge Holdings, Inc. |
|
Class A Common Stock |
|
500 shares |
|
100 |
% |
|
Hunter Ridge Holdings, Inc. |
|
Class B Common Stock |
|
500 shares |
|
100 |
% |
|
Hunter Ridge Holdings, Inc. |
|
Class A Preferred Stock |
|
200 shares |
|
100 |
% |
|
Hunter Ridge Holdings, Inc. |
|
Class B Preferred Stock |
|
10,000 shares |
|
100 |
% |
|
Hunter Ridge Holdings, Inc. |
|
Class C Preferred Stock |
|
1,000 shares |
|
100 |
% |
|
Hunter Ridge Holdings, Inc. |
|
Class D Preferred Stock |
|
1,000 shares |
|
100 |
% |
(27) Hunter Ridge Coal Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
(28) Hunter Ridge Holdings, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, LLC |
|
Common Stock |
|
100 shares |
|
100 |
% |
(29) ICG, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, LLC |
|
Common Stock |
|
100 shares |
|
100 |
% |
(30) ICG, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
International Coal Group, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(31) ICG Beckley, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(32) ICG East Kentucky, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(33) ICG Eastern, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(34) ICG Eastern Land, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG Eastern, LLC |
|
Units |
|
100 units |
|
100 |
% |
(35) ICG Illinois, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(36) ICG Knott County, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(37) ICG Natural Resources, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(38) ICG Tygart Valley, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(39) International Coal Group, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
|
Arch Coal, Inc. |
|
Preferred Stock |
|
0 shares |
|
100 |
% |
(40) Juliana Mining Company, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
500 shares |
|
100 |
% |
(41) King Knob Coal Co., Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
250 shares |
|
100 |
% |
(42) Lone Mountain Processing, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Catenary Coal Holdings, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
(43) Marine Coal Sales Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(44) Melrose Coal Company, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(45) Mingo Logan Coal Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
1,000 shares |
|
100 |
% |
(46) Mountain Coal Company, L.L.C.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Western Bituminous Group LLC |
|
Units |
|
100 units |
|
100 |
% |
(47) Mountain Gem Land, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
10 shares |
|
100 |
% |
(48) Mountain Mining, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(49) Mountaineer Land Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
110 shares |
|
100 |
% |
(50) Otter Creek Coal, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(51) Patriot Mining Company, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(52) Powell Mountain Energy, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Lone Mountain Processing, Inc. |
|
Units |
|
100 units |
|
100 |
% |
(53) Prairie Holdings, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Coal, Inc. |
|
Common Stock |
|
1,000 shares |
|
100 |
% |
(54) Shelby Run Mining Company, LLC
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
ICG Tygart Valley, LLC |
|
Units |
|
100 units |
|
100 |
% |
(55) Simba Group, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge Holdings, Inc. |
|
Common Stock |
|
1 share |
|
100 |
% |
(56) Thunder Basin Coal Company, L.L.C.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Arch Western Resources, LLC |
|
Units |
|
100 units |
|
100 |
% |
(57) Triton Coal Company, L.L.C.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Thunder Basin Coal Company, L.L.C. |
|
Units |
|
100 units |
|
100 |
% |
(58) Upshur Property, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
1,000 shares |
|
100 |
% |
(59) Vindex Energy Corporation
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(60) Western Energy Resources, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Ark Land Company |
|
Common Stock |
|
100 shares |
|
100 |
% |
(61) White Wolf Energy, Inc.
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
(62) Wolf Run Mining Company
|
Name and Complete Mailing Address |
|
Title of Class |
|
Amount Owned |
|
Percentage of |
|
|
Hunter Ridge, Inc. |
|
Common Stock |
|
100 shares |
|
100 |
% |
6. Underwriters
(a) The name and complete mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter of any securities of the Applicants which are outstanding on the date of filing this application is listed below, along with the title of each class of securities underwritten by the underwriter.
|
Name and Address |
|
Title of Class of Securities Underwritten |
|
Merrill Lynch, Pierce, Fenner & Smith |
|
8.000% Senior Secured Second Lien Notes due 2019 |
|
One Bryant Park |
|
9.875% Senior Notes due 2019 |
|
New York, New York 10036 |
|
|
|
|
|
|
|
PNC Capital Markets LLC |
|
8.000% Senior Secured Second Lien Notes due 2019 |
|
225 Fifth Avenue |
|
9.875% Senior Notes due 2019 |
|
Pittsburgh, Pennsylvania 15222 |
|
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
8.000% Senior Secured Second Lien Notes due 2019 |
|
388 Greenwich Street |
|
9.875% Senior Notes due 2019 |
|
New York, New York 10013 |
|
|
|
|
|
|
|
Credit Suisse Securities (USA) LLC |
|
8.000% Senior Secured Second Lien Notes due 2019 |
|
Eleven Madison Avenue |
|
9.875% Senior Notes due 2019 |
|
New York, New York 10010 |
|
|
|
|
|
|
|
Morgan Stanley & Co. LLC |
|
8.000% Senior Secured Second Lien Notes due 2019 |
|
1585 Broadway |
|
9.875% Senior Notes due 2019 |
|
New York, New York 10036 |
|
|
|
|
|
|
|
RBS Securities Inc. |
|
8.000% Senior Secured Second Lien Notes due 2019 |
|
600 Washington Boulevard |
|
9.875% Senior Notes due 2019 |
|
Stamford, Connecticut 06901 |
|
|
|
|
|
|
|
BMO Capital Markets Corp. |
|
8.000% Senior Secured Second Lien Notes due 2019 |
|
3 Times Square, 28th Floor |
|
9.875% Senior Notes due 2019 |
|
New York, New York 10036 |
|
|
|
|