UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 18, 2005
----------------------------
INTERNATIONAL COAL GROUP, INC
-----------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-32679 20-2641185
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2000 ASHLAND DRIVE
ASHLAND, KENTUCKY 41101
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code: (606) 920-7400
--------------------------
Not Applicable
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On November 18, 2005, International Coal Group, Inc. (the "Company")
completed a corporate reorganization (the "Reorganization") pursuant to the
Business Combination Agreement (the "Anker Business Combination Agreement")
among ICG, Inc. (f/k/a International Coal Group, Inc.) ("ICG, Inc."), the
Company, ICG Merger Sub, Inc., Anker Merger Sub, Inc. and Anker Coal Group, Inc.
("Anker"), dated as of March 31, 2005, as amended. Prior to the Reorganization,
the Company's top-tier parent holding company was ICG, Inc. Upon completion of
the Reorganization, the Company became the new top-tier parent holding company.
In the Reorganization, the stockholders of ICG, Inc. received one share of
common stock of the Company in exchange for each share of ICG, Inc. common
stock, with the Company having issued an aggregate of 106,605,999 shares of its
common stock pursuant to a registration statement on Form S-4. Additionally, in
connection with the Reorganization, (i) the 300,000 outstanding shares of ICG,
Inc. restricted stock issued to Bennett K. Hatfield, the Company's President and
Chief Executive Officer, pursuant to his employment agreement were exchanged for
an equal number of shares of restricted stock of the Company, and (ii) Mr.
Hatfield's options to purchase 319,052 shares of ICG, Inc. common stock were
converted into the right to purchase an equal number of shares of the Company's
common stock. Prior to the Reorganization, the Company had 10,000,000 shares of
common stock outstanding, consisting of 10,325,000 shares issued to ICG, LLC,
which were cancelled in the Reorganization, and 325,000 shares of restricted
stock granted to the Company's executive officers other than Mr. Hatfield.
On November 18, 2005, the Company also completed the acquisitions of
Anker and CoalQuest Development LLC ("CoalQuest") pursuant to (i) the Anker
Business Combination Agreement and (ii) the Business Combination Agreement among
ICG, Inc., the Company, CoalQuest and the members of CoalQuest, dated as of
March 31, 2005, as amended. In connection with these acquisitions, the Company
issued an aggregate of 29,824,670 shares of common stock to an escrow agent for
the benefit of the shareholders of Anker and the members of CoalQuest until the
final determination of the number of shares issuable. The final aggregate number
of shares to be issued to the former Anker shareholders will be equal to
163,250,000 divided by the price per share at which the Company's common stock
is offered in its proposed public offering (subject to adjustment if certain
contingent events occur), and the final aggregate number of shares to be issued
to the former CoalQuest members will be equal to 101,750,000 divided by the
price per share at which the Company's common stock is offered in its
proposed public offering. If no public offering occurs by March 31, 2006, all
29,824,670 shares will be issued to the former Anker shareholders and CoalQuest
members.
The escrowed shares are deemed outstanding; any dividends or
distributions or other rights in respect of these shares will be added to and
also held in escrow, and these escrowed shares will be voted in accordance with
the instructions of the beneficial owners in accordance with their relative
interest. If the shares deposited exceed the finally determined number of shares
to be issued in the Anker and CoalQuest acquisitions, the excess shares will be
returned to the Company.
Anker is a producer of steam and metallurgical coal. It operates 10
non-unionized deep and surface coal mines strategically located in West Virginia
and Maryland. CoalQuest owns or controls approximately 377 million tons of coal
reserves, as well as 142 million tons of coal resources, in Northern and Central
Appalachia. Anker leases a majority of its coal reserves from CoalQuest.
CoalQuest has no other material operations other than its leasing activity.
2
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 2.01 above.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The disclosure required by this Item was previously included in
Amendment No. 3 to the Company's Registration Statement on Form S-4 (File No.
333-126156) on November 9, 2005.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
The disclosure required by this Item was previously included in
Amendment No. 3 to the Company's Registration Statement on Form S-4 (File No.
333-126156) on November 9, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The financial statements required by this Item was previously included
in Amendment No. 3 to the Company's Registration Statement on Form S-4
(File No. 333-126156) on November 9, 2005.
(b) Exhibits.
3.3 Form of Second Amended and Restated Certificate of
Incorporation of International Coal Group, Inc.
(Incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-4 (File No.
333-126156) filed on September 28, 2005).
3.4 Form of Second Amended and Restated By-laws of
International Coal Group, Inc. (Incorporated by
reference to Amendment No. 4 to the Company's
Registration Statement on Form S-1 (File No.
333-124393) filed on October 24, 2005).
4.1 Form of certificate of International Coal Group, Inc.
common stock (Incorporated by reference to Amendment
No. 3 to the Company's Registration Statement on Form
S-1 (File No. 333-124393) filed on September 28, 2005).
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL COAL GROUP, INC.
By: /s/ William D. Campbell
----------------------------------------------
Name: William D. Campbell
Title: Vice President, Treasurer and Secretary
Date: November 22, 2005
4