3 additional articles about Alpha Natural Resources and this transaction...

*********************

I. Alpha Natural Resources Operations Receive Safety Awards

ABINGDON, Va., May 26 /PRNewswire-FirstCall/ -- Alpha Natural Resources, Inc. (NYSE: ANR) announces that its subsidiaries received eight awards recently for outstanding safety performance, with seven operations in West Virginia and one in Pennsylvania honored by their respective State Councils of the Joseph A. Holmes Association.

The West Virginia awards, which were presented on May 2 at the council's annual meeting at the Stonewall Resort in Roanoke, W. Va., recognized mining operations in Mine Safety and Health Administration (MSHA) District 4 that had the lowest rate of injury as measured by non-fatal days lost (NFDL). The prestigious West Virginia Pacesetter awards were presented to Brooks Run Mining Co.'s Mine No. 5 and Cobra Natural Resources' Black Bear preparation plant. West Virginia Joseph A. Holmes awardees included: Brooks Run Mining's Cucumber Mine, Poplar Ridge Mine, Mine No. 5 and Erbacon preparation plant; Callaway Natural Resources' Premium Energy #2 Mine; and Litwar Processing Co.'s preparation plant. In addition, Frank Matras, President of Brooks Run Mining Co., was recognized as the Coal Safety Leader for 2008.

The Pennsylvania awards were presented on May 8 at the annual meeting of the Pennsylvania State Council of the Joseph A. Holmes Association at the Oakhurst Tearoom in Somerset, Pa. The Council recognized Amfire Mining Co.'s Ondo Extension Mine in MSHA District 2 as having the lowest rate of injury as measured by non-fatal days lost (NFDL) for mines working less than 25,000 man-hours per month. The Ondo mine had a NFDL rate of 0.00. Joseph Sbaffoni, director of the Pennsylvania Bureau of Mine Safety, presented the award to Kim Shick and Ed Miloser.

"We are extremely proud of the hard-working men and women who made these awards possible," said Mike Quillen, chairman and CEO of Alpha Natural Resources. "Our safety programs are all based on the concept of changing behaviors, continuous improvement, and most importantly, are conceived by the individuals closest to the mining operations because they know their jobs better than anyone else." Kevin Crutchfield, Alpha's president, added, "The safety and welfare of our employees is our first and foremost priority, and our Running Right philosophy empowers each employee to carry out our mission of returning home safely at the end of each shift."

About Alpha Natural Resources

Alpha Natural Resources is a leading supplier of high-quality Appalachian coal to the steel industry, electric utilities and other industries. Approximately 88 percent of the company's reserve base is high Btu coal and 83 percent is low sulfur, qualities that are valued by electric utilities that use steam coal. Alpha is also the nation's largest supplier and exporter of metallurgical coal, a key ingredient in steel manufacturing. Alpha and its subsidiaries currently operate mining complexes in four states, consisting of 50 mines supplying 10 coal preparation and blending plants. Alpha and its subsidiaries employ more than 3,600 people.

ANRG

Website: http://www.alphanr.com

Foundation Coal Holdings Inc. (NYSE:FCL) and Alpha Natural Resources, Inc. (NYSE:ANR) announced today that, in connection with the proposed merger, 94% of the participating lenders consented to the amendment of the Foundation Credit Agreement (Agreement) on Friday, May 22, 2009.

James F. Roberts, Foundation Coal’s Chairman and CEO, commented, "Friday’s vote represents a strong show of support for the proposed transaction among banks participating in Foundation’s Credit Agreement. Consent was received from lenders representing 94% of the loans and commitments under the Agreement. This nearly unanimous vote is a tremendous outcome and moves us one step closer to completing our announced merger. I believe that our banks clearly understand the value of joining forces with Alpha.”

"This highly favorable vote far exceeded the required threshold of greater than 50%,” said Michael Quillen, Chairman and CEO of Alpha. "The widespread support of the banks in this credit agreement is a positive indication that we have structured the right transaction with the right partner. When we complete our transaction, Alpha will become one of America’s largest coal producers, with an industry-leading balance sheet and liquidity position that will enable us to continue to execute on our growth strategy, while delivering strong financial results.”

As part of the Amendment, Alpha and its subsidiaries will be included as guarantors of the amended Agreement. The Amendment will eliminate an existing covenant that limits annual capital expenditures and will provide for an increase in the Agreement’s accordion feature from $100 million to $200 million, raising the potential revolver to a total of $700 million. The Amendment will provide participating lenders an increased interest rate of London Interbank Offered Rate (LIBOR) plus 325 basis points on the utilized portion of the facility compared to the current interest rate of LIBOR plus 125 basis points.

The terms of the Amendment will not become operative until the Alpha/Foundation merger closes, Alpha terminates its existing credit facilities, and the amendment fee is paid to consenting lenders. The closing of the merger is not dependent on the Amendment becoming operational or on any other financing condition.

About Foundation

Foundation Coal Holdings, Inc., through its affiliates, is a major U.S. coal producer operating mines and associated processing and loading facilities in Pennsylvania, West Virginia, and Wyoming. Through its subsidiaries Foundation Coal employs approximately 3,000 people and produces approximately 70 million tons of coal annually, largely for utilities generating electricity. Foundation's corporate offices are in Linthicum Heights, Md.

About Alpha

Alpha is a leading supplier of high-quality Appalachian coal to the steel industry, electric utilities and other industries. Approximately 88 percent of the company's reserve base is high Btu coal and 83 percent is low sulfur, qualities that are valued by electric utilities that use steam coal. Alpha is also the nation's largest supplier and exporter of metallurgical coal, a key ingredient in steel manufacturing. Alpha and its subsidiaries currently operate mining complexes in four states, consisting of 50 mines supplying 10 coal preparation and blending plants. Alpha and its subsidiaries employ more than 3,600 people.

Forward-Looking Statements

Information set forth in this document contains forward-looking statements, which involve a number of risks and uncertainties. Alpha Natural Resources, Inc. ("Alpha") and Foundation Coal Holdings, Inc. ("Foundation") caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Alpha and Foundation, including future financial and operating results, the new company's plans, objectives, expectations and intentions and other statements that are not historical facts.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Alpha or Foundation stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in Alpha's and Foundation's filings with the SEC, which are available at the SEC's website http://www.sec.gov. Alpha and Foundation disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

Additional Information About this Transaction

In connection with the proposed merger, Foundation will file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that will include a joint proxy statement of Alpha and Foundation that also constitutes a prospectus of Foundation. Alpha and Foundation will mail the joint proxy statement/prospectus to their respective stockholders. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents filed by Alpha and Foundation with the SEC at the SEC's website at www.sec.gov. The joint proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Alpha's website at www.alphanr.com under the heading "Investor Relations" and then under the heading "SEC Filings" or by accessing Foundation's website at www.foundationcoal.com under the tab "Investors" and then under the heading "Financial Information and SEC Filings".

Participants in this Transaction

Alpha, Foundation and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Alpha's executive officers and directors in Alpha's definitive proxy statement filed with the SEC on April 3, 2009. You can find information about Foundation's executive officers and directors in their definitive proxy statement filed with the SEC on April 3, 2009. You can obtain free copies of these documents from the Alpha or Foundation using the contact information above.

Source: http://newsticker.welt.de/?module=sm...

*********************

III. Alpha Natural buying Foundation Coal for $1.4B

By TIM HUBER – May 12, 2009

CHARLESTON, W.Va. (AP) — Alpha Natural Resources said Tuesday it plans to buy rival Foundation Coal for about $1.4 billion in stock in a deal that would transform two regional companies into the nation's third-largest coal producer.

Foundation Coal shares jumped almost 18 percent in midday trading while Alpha Natural Resources shares fell almost 9 percent.

"This is exactly the sort of transformational combination that Alpha was talking about for some time and we believe that this is absolutely the right time to do it," Alpha Chief Executive Mike Quillen said during a conference call with securities analysts.

He said the companies have each consistently generated cash and together will "have one of the industry's strongest balance sheets and credit profiles."

Combined, the companies expect to have approximately $743 million in cash and available credit at a time when it's difficult to raise or borrow money. They also expect to cut annual costs $45 million by 2010.

Foundation Chief Executive James Roberts said the timing was right for creating a bigger coal company despite what he called growing opposition to coal from the Obama administration.

"We can't generate the energy we need without coal," Roberts said during the call.

He said coal generates about half the nation's electricity. "By everybody's estimates that amount is going to increase over the next 20 years," he said.

Under President Barack Obama, the Environmental Protection Agency has begun scrutinizing — and objecting to — permits for surface coal mines in the eastern U.S. and the Interior Department has taken steps to reverse a mining-friendly stream buffer regulation adopted late in the Bush administration.

Quillen said the deal dilutes his company's risk from environmental regulations. Alpha operates in West Virginia, Virginia, Kentucky and Pennsylvania, where resistance to surface mining is strongest. Besides operations in Appalachia, Foundation has mines in Wyoming, where surface mining faces less resistance.

"It does actually spread out the risk," Quillen said during the conference call. The Powder River Basin in Wyoming and Montana "is not under the same pressures that we are."

Alpha and other large coal companies routinely say they're scouting for acquisitions, but deals such as Teck Cominco's takeover of Fording Canadian Coal Trust last year and St. Louis-based Peabody Energy's purchase of Australia's Excel Coal in 2006 have been the exception. More common have been smaller deals such as Russian metals company Mechel OAO's recent purchase of Appalachian coal producer Bluestone Industries for $436 million plus 83.3 million preferred shares of stock.

"I want to thank you for letting us all release the breath that we have been holding regarding coal M&A for so long," Goldman Sachs analyst Justine Fisher said during the conference call.

Abingdon, Va.-based Alpha itself agreed to a $2.7 billion takeover by Cleveland-based iron ore producer Cliffs Natural Resources. The deal drew objections from Cliffs' largest shareholder and was scuttled in November.

Less than a month later, Alpha warned that the slowing economy could shave as much as $95 million from 2009 profits.

Nearly all the major coal companies, from Peabody Energy Corp. to Canonsburg, Pa.-based Consol Energy, have followed suit and cut production estimates for 2009. Despite lower demand, they've largely been cushioned by 2009 supply contracts signed when prices had reached record levels last summer.

In addition to what Alpha Natural Resources Inc. is paying in stock for Foundation Coal Holdings Inc., it will assume $530 million in debt. The companies value the total transaction including debt at about $2 billion.

Combined, Alpha and Foundation would have generated $4.2 billion in revenue last year.

They would control 59 mines and 14 processing plants and a combined 2.3 billion tons of coal reserves, making them the nation's No. 3 producer behind Peabody Energy and Arch Coal.

Linthicum Heights, Md.-based Foundation shares jumped $4.16, or 17.9 percent, to $27.40 in midday trading Tuesday, while Alpha shares fell $2.53, or 8.8 percent, to $26.33.

Shareholders of Foundation would receive 1.084 shares of the new company for each share held, or about $32.73 per share — a 41 percent premium over Monday's closing price. Alpha shareholders would own about 59 percent of the combined companies.

Current Alpha President Kevin Crutchfield would take over as chief executive and Foundation President and Chief Operating Officer Kurt Kost would become president. Mike Quillen would become chairman and Roberts, who is retiring in June, would hold one of four Foundation seats on the board of the combined companies. Alpha would have six board seats.

A spokesman for the United Mine Workers labor union declined to comment on the proposed deal. The UMW represents miners at two Alpha operations in Virginia and two Foundation operations in Pennsylvania.

Both boards approved the deal, which is targeted to close later this year.

Source: http://www.google.com/hostednews/ap/...