aug122008-8k.htm
UNITED
STATES
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): August 12, 2008
ALPHA
NATURAL RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-32423
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02-0733940
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation)
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Identification
No.)
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One
Alpha Place, P.O. Box 2345,
Abingdon,
VA 24212
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (276) 619-4410
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
þ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On August
12, 2008, Alpha Natural Resources, Inc. (“Alpha”) and Cleveland-Cliffs Inc.
(“Cleveland-Cliffs”) issued a joint press release announcing the filing by
Cleveland-Cliffs with the Securities and Exchange Commission of a preliminary
registration statement on Form S-4, which includes a joint proxy statement of
Alpha and Cleveland-Cliffs and a prospectus of Cleveland-Cliffs, in connection
with their previously announced proposed merger. A copy of the press release
issued on August 12, 2008 is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein.
(d)
Exhibits
99.1
Press Release jointly issued by Alpha Natural Resources, Inc. and
Cleveland-Cliffs Inc., dated August 12, 2008.
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.
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Alpha
Natural Resources, Inc.
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August
12, 2008
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By:
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/s/ Vaughn
Groves
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Name:
Vaughn R. Groves
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Title:
Vice President, General Counsel and
Secretary
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Exhibit
No. Description