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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 2)
Ashland Coal, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
043906 10 6
(CUSIP number)
Thomas L. Feazell
Senior Vice President, General Counsel and Secretary
Ashland Inc.
1000 Ashland Drive
Russell, KY 41169
(606) 329-3333
(Name, address and telephone number of person
authorized to receive notices and communications)
February 7, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ____.
Check the following box if a fee is being paid with the statement.
____ (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Page 2 of 7 Pages
CUSIP No. 043906 10 6 13D
1 NAME OF REPORTING PERSONS Ashland Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-0122250
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
N/A (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS 00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,026,509 shares of Common Stock*
BENEFICIALLY (See Items 1 and 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
10,026,509 shares of Common Stock*
(See Items 1 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,026,509 shares of Common Stock* (See Items 1 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3% of the shares of Common Stock* (See Items 1 and 5)
Page 3 of 7 Pages
14 TYPE OF REPORTING PERSON
CO
* Includes shares of Common Stock obtainable through the conversion of the
Class B Preferred Stock into Common Stock before August 18, 1998.
Page 4 of 7 Pages
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Item 1. Security and Issuer
Ashland Inc. ("Ashland") currently owns 7,274,609 shares of Common
Stock ("Common Stock"), par value $.01 per share, of Ashland Coal, Inc.
("Ashland Coal"), an increase of 174,739 shares of Common Stock since
Amendment No. 1 to Form 13-D was filed. Ashland also owns 150 shares of
Class B Preferred Stock of Ashland Coal. Each share of Class B Preferred is
presently convertible into 18,346 shares of Common Stock. This conversion
rate increases to 19,596 shares of Common Stock on August 18, 1998 and to
20,846 shares of Common Stock on August 18, 2003. Carboex International,
Inc. ("Carboex") owns 100 shares of Class C Preferred Stock which has the
same conversion rights as Class B Preferred Stock.
Ashland Coal is a Delaware corporation with its principal
executive offices located at 2205 Fifth Street Road, Huntington, West
Virginia 25771.
Item 2. Identity and Background
(a), (b) and (c) Ashland is a Kentucky corporation with its
principal executive offices located at 1000 Ashland Drive, Russell, KY
41169. Ashland is a large U.S. independent refiner and independent crude
oil gatherer and marketer; a regional retail marketer of gasoline and
merchandise; and a motor oil and automotive chemical marketer in the U.S.
and other countries. In addition, Ashland is a large distributor of
chemicals and plastics in North America; a supplier of specialty chemicals
worldwide; a large U.S. highway contractor; and a producer of natural gas
and crude oil. Ashland also has equity positions in Ashland Coal and Arch
Mineral Corporation, both U.S. coal producers.
The executive officers and directors of Ashland and their
principal occupations are shown on the attached Schedule I. The business
address of each executive officer is shown on Schedule I. Each director's
business address is Ashland Inc., c/o Office of the Secretary,1000 Ashland
Drive, Russell, KY 41169.
Page 5 of 7 Pages
(d-e) During the last five years, neither Ashland nor any of the
persons listed in Schedule I hereto, has been (i) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
(f) Each executive officer and director is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
Ashland has enrolled its shares of Common Stock and Class B
Preferred Stock in Ashland Coal's Dividend Reinvestment Plan ("DRIP").
Under the DRIP, the dividends Ashland receives on its Ashland Coal Common
Stock and Class B Preferred are used to purchase additional shares of
Ashland Coal Common Stock in open market purchases. Since Amendment No. 1
to Form 13-D was filed, Ashland has acquired 174,739 shares of Ashland Coal
Common Stock through the DRIP.
Item 4. Purpose of Transaction
Ashland acquired the additional Common Stock for investment
purposes. Currently, Ashland has elected five of its executive officers to
Ashland Coal's Board of Directors and has sufficient voting power to elect
at least one additional director to Ashland Coal's Board.
Ashland has no current plans or proposals which relate to or would
result in: (a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving Ashland Coal or any of its
subsidiaries; (b) a sale or transfer of a material amount of assets of
Ashland Coal or any of its subsidiaries; (c) any change in the present
Board of Directors or Management of Ashland Coal other than as described
above; (d) any material change in the present capitalization or dividend
policy of Ashland Coal; (e) any other material change in Ashland Coal's
business or corporate structure; (f) changes in Ashland Coal's charter,
by-laws or instruments corresponding
Page 6 of 7 Pages
thereto or other actions which may impede the acquisition of control
of Ashland Coal by any person; (g) causing a class of securities
of Ashland Coal to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (h) a class
of equity securities of Ashland Coal becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or (i) any action similar to any of those enumerated above.
However, Ashland currently anticipates that it will continue to acquire
shares of Ashland Coal Common Stock through the Ashland Coal DRIP and
may, if it believes favorable circumstances are presented, purchase
other shares of Common Stock or Preferred Stock of Ashland Coal from time
to time.
Item 5. Interest in Securities of the Issuer
Ashland currently owns 7,274,609 shares of Common Stock which
constitutes 40.1% of the voting power of Ashland Coal. Ashland also owns
150 shares of Class B Preferred Stock which is currently convertible to
2,751,900 shares of Common Stock. Assuming such conversion, Ashland would
be deemed to own a total of 10,026,509 shares of Common Stock which would
constitute a total of 55.3% of the voting power of Ashland Coal. Ashland
has sole voting and disposition power over its shares of Common Stock and
Class B Preferred Stock.
During the past 60 days, Ashland purchased 54,621 shares of Common
Stock through Ashland Coal's DRIP. Other than this transaction, no other
transaction in Ashland Coal Common Stock was undertaken by Ashland.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer
Pursuant to a Restated Shareholders Agreement (the"Shareholders
Agreement") among Ashland, Carboex International, Inc. ("Carboex") and
Ashland Coal, Carboex has a right of first refusal to purchase any of
Ashland's shares of Ashland Common Stock or Class B Preferred Stock which
Ashland proposes to sell to a third-party in response to a bona fide offer
and Ashland has a right of first refusal to purchase
Page 7 of 7 Pages
any of Carboex's shares of Common Stock or Class C Preferred Stock which
Carboex proposes to sell to a third-party in response to a bona fide offer.
In addition, if the right of first refusal is not exercised, the Shareholders
Agreement nevertheless requires Carboex's consent for Ashland to sell its
Common Stock or Class B Preferred Stock and Ashland's consent for Carboex to
sell its Common Stock or Class C Preferred Stock, which consent in either
case can not be unreasonably withheld.
Item 7. Material to be Filed as Exhibits
None
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.
February 7, 1996
--------------------------------
(Date)
/s/ Thomas L. Feazell
--------------------------------
Thomas L. Feazell
Senior Vice President, General Counsel
and Secretary of Ashland Inc.
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
OF
ASHLAND INC.
PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES
DIRECTORS PRINCIPAL OCCUPATION*
Jack S. Blanton Chairman of the Board of Houston Endowment, Inc., and
Director and President of Eddy Refining Company,
Houston, Texas
Thomas E. Bolger Chairman of the Executive Committee of the Board of Bell
Atlantic Corporation, Philadelphia, Pennsylvania
Samuel C. Butler Partner of Cravath, Swaine & Moore, Attorneys, New York,
New York
Frank C. Carlucci Chairman of the Board of the Carlyle Group, Washington,
D.C.
Paul W. Chellgren President and Chief Operating Officer of Ashland Inc.,
Ashland, Kentucky
James B. Farley Retired Chairman and Current Trustee of Mutual of New
York, New York
Edmund B. Fitzgerald Managing Director of Woodmont Associates, Nashville,
Tennessee
Ralph E. Gomory President of the Alfred P. Sloan Foundation, New York,
New York
John R. Hall Chairman of the Board of and Chief Executive Officer of
Ashland Inc., Ashland, Kentucky
Mannie L. Jackson Majority owner and Chairman of the Harlem Globetrotters,
International
Patrick F. Noonan Chairman of the Board of The Conservation Fund,
Arlington, Virginia
Jane C. Pfeiffer Management Consultant, Greenwich, Connecticut
James R. Rinehart Business and Labor Consultant, Hiram, Ohio
Michael D. Rose Chairman of the Board of Harrah's Entertainment, Inc. and
Promus Hotel Corporation, Memphis, Tennessee
William L. Rouse, Jr. Investments, Naples, Florida
Dr. Robert B. Stobaugh Professor, Harvard Business School, Boston,
Massachusetts
* For business addresses, see Item 2.
EXECUTIVE OFFICERS
BUSINESS ADDRESS AND PRINCIPAL OCCUPATION
John R. Hall
P.O. Box 391
Ashland, KY 41114
Chairman of the Board and
Chief Executive Officer
Paul W. Chellgren
P. O. Box 391
Ashland, KY 41114
President and Chief
Operating Officer
James R. Boyd
P. O. Box 391
Ashland, KY 41114
Senior Vice President and
Group Operating Officer
John A. Brothers
Ashland Chemical
Company, a Division of
Ashland Inc.
P.O. Box 2219
Columbus, OH 43216
Senior Vice President and
Group Operating Officer
J. Marvin Quin
P. O. Box 391
Ashland, KY 41114
Senior Vice President and
Chief Financial Officer
Thomas L. Feazell
P. O. Box 391
Ashland, KY 41114
Senior Vice President,
General Counsel and
Secretary
Robert E. Yancey, Jr.
P. O. Box 391
Ashland, KY 41114
Senior Vice President and
Group Operating Officer;
President, Ashland
Petroleum Company, a
Division of Ashland Inc.
Harry M. Zachem
P. O. Box 391
Ashland, KY 41114
Senior Vice President,
External Affairs
David J. D'Antoni
Ashland Chemical
Company, a Division of
Ashland Inc.
P. O. Box 2219
Columbus, OH 43216
Senior Vice President;
President, Ashland
Chemical Company, a
Division of Ashland Inc.
John F. Pettus
P. O. Box 14000
Lexington, KY 40512
Senior Vice President;
President, SuperAmerica
Group, a Division of
Ashland Inc.
Charles F. Potts
APAC, Inc.
3340 Peachtree Rd., NE
Tower Place
Atlanta, GA 30326
Senior Vice President;
President, APAC, Inc.
G. Thomas Wilkinson
14701 St. Mary's Lane
Houston, TX 77079
Senior Vice President;
President, Ashland
Exploration, Inc.
James J. O'Brien
P.O. Box 1400
Lexington, KY 40512
Vice President; President,
The Valvoline Company, a
Division of Ashland Inc.
John W. Dansby
P. O. Box 391
Ashland, KY 41114
Administrative Vice
President; Treasurer
Kenneth L. Aulen
P. O. Box 391
Ashland, KY 41114
Administrative Vice
President; Controller
Philip W. Block
P. O. Box 391
Ashland, KY 41114
Administrative Vice
President
Fred E. Lutzeier
P. O. Box 391
Ashland, KY 41114
Auditor