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SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 1)
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.
(formerly Ashland Oil, Inc.)
1000 Ashland Drive
Russell, KY 41169
(606) 329-3333
(Name, address and telephone number of person
authorized to receive notices and communications)
February 8, 1995
(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. (formerly Ashland Oil, 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 9,851,770 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
9,851,770 shares of Common Stock*
(See Items 1 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,851,770 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)
53.8% 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 7,099,870 shares of Common
Stock ("Common Stock"), par value $.01 per share, of Ashland Coal, Inc.
("Ashland Coal"), a Delaware corporation. Pursuant to a Put and Call
Agreement (the "Put and Call Agreement") by and between Ashland and
Saarbergwerke AG ("Saarberg") previously attached as Exhibit A to the
Schedule 13D filed on December 15, 1994 (the "Schedule 13D"), Saarberg
granted Ashland the option to purchase 150 shares of Ashland Coal Class
B Preferred Stock (the "Class B Preferred") owned by Saarberg
(hereinafter the "Call Option") and Ashland granted Saarberg the option
to require Ashland to purchase the Class B Preferred (hereinafter the
"Put Option"). Pursuant to the terms of the Put and Call Agreement,
Ashland exercised the Call Option on February 1, 1995 and closed the
purchase of the Class B Preferred on February 8, 1995.
Pursuant to a Restated Shareholders Agreement (the "Shareholders
Agreement") among Ashland, Saarberg and Carboex International, Inc.
("Carboex") and Ashland Coal previously attached as Exhibit B to the
Schedule 13D, Carboex had a right of first refusal to purchase its
Proportionate Percentage (as such term is defined in the Shareholders
Agreement) of the Class B Preferred (the Right of First Refusal ). In
addition, the Shareholders Agreement required Carboex s consent to the
sale of the Class B Preferred, which consent could not be unreasonably
withheld. Carboex notified Saarberg that it would not exercise its
Right of First Refusal and gave its consent to Saarberg to sell the
Class B Preferred to Ashland.
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. The holders of the Class B Preferred and
Class C Preferred Stock, voting together as a class and using cumulative
voting, have the right to elect one director to Ashland Coal's Board of
Directors for every 63 shares of Class B Preferred and Class C Preferred
Stock held by such holders, provided that the maximum number of
directors which can be elected is three.
Page 5 of 7 pages
The principal executive offices of Ashland Coal are 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 and business addresses are shown on the attached
Schedule I. Each executive officer s position is with Ashland Inc. or a
division or subsidiary thereof. Each director's address is Ashland
Inc., c/o Office of the Secretary,1000 Ashland Drive, Russell, KY 41169.
(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
The purchase price of the Class B Preferred was $110,076,000. The
consideration for the purchase price was provided from the issuance of
corporate debt.
Page 6 of 7 pages
Item 4. Purpose of Transaction
Ashland acquired the Class B Preferred for investment purposes.
Currently, Ashland does not intend to convert the Class B Preferred into
Common Stock.
At the closing of the purchase of the Class B Preferred, the two
directors elected by Saarberg to Ashland Coal s Board of Directors
resigned. Ashland as owner of the Class B Preferred intends to elect at
least one representative to Ashland Coal's Board and may choose to elect
a second representative to fill these vacancies.
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 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. Ashland continues to evaluate increasing its
ownership in Ashland Coal. Ashland has no current plans to dispose of
any Ashland Coal stock.
Item 5. Interest in Securities of the Issuer
Ashland currently owns 7,099,870 shares of Common Stock which
constitutes 38.8% of the voting power of Ashland Coal. Assuming the
immediate conversion of the 150 shares of Class B Preferred into Common
Stock, Ashland would be deemed to beneficially own a total of 9,851,770
shares of Common Stock which would constitute a total of 53.8% of the
voting power of Ashland Coal. No transactions were effected with
Page 7 of 7 pages
respect to the Common Stock during the past 60 days by Ashland, its
subsidiaries and its executive officers, directors and affiliated
persons other than the Call and Put Option transaction described above
and the periodic reinvestment of dividends under the Ashland Coal
Dividend Reinvestment Plan.
Item 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer
See Item 1.
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 8, 1995
--------------------------------
(Date)
/s/ Thomas L. Feazell
--------------------------------
Thomas L. Feazell
Senior Vice President, General
Counsel and Secretary of
Ashland Inc.