SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 3, 2001 (May 2, 2001) Arch Coal, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-1305 43-0921172 ------------------------- ---------- ---------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) CityPlace One, Suite 300, St. Louis, Missouri 63141 ----------------------------------------------- -------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (314) 994-2700 Page 1 of 4 pages. Exhibit Index begins on page 4. 1 Item 5. Other Information On May 3, 2001, Arch Coal, Inc. (the "Company") announced that it had agreed to sell 8,500,000 shares of its common stock, par value $.01 per share, in a public underwritten offering pursuant to a Prospectus Supplement, dated May 2, 2001, and a Prospectus dated April 19, 2001. The sale will be completed pursuant to an Underwriting Agreement (the "Underwriting Agreement") and a Terms Agreement (the "Terms Agreement"), each dated May 2, 2001, between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters named in the Terms Agreement. The Underwriting Agreement, the Terms Agreement and a specimen stock certificate for the Company's common stock are attached as Exhibits 1.1, 1.2 and 4.1, respectively, hereto. Item 7. Financial Statements and Exhibits. (c) The following Exhibits are filed with this Current Report on Form 8-K: Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement, dated May 2, 2001, between Arch Coal, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 1.2 Terms Agreement, dated May 2, 2001, between Arch Coal, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 4.1 Specimen Stock Certificate for the Common Stock of Arch Coal, Inc. Page 2 of 4 pages. Exhibit Index begins on page 4. 2 SIGNATURE 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. Dated: May 3, 2001 ARCH COAL, INC. By: /s/ Robert G. Jones ---------------------------- Robert G. Jones Vice President - Law, Secretary and General Counsel Page 3 of 4 pages. Exhibit Index begins on page 3. 3 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement, dated May 2, 2001, between Arch Coal, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 1.2 Terms Agreement, dated May 2, 2001, between Arch Coal, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 4.1 Specimen Stock Certificate for the Common Stock of Arch Coal, Inc. Page 4 of 4 pages. 4