Filing
pursuant to Rule 425 under the
Securities
Act of 1933, as amended
Deemed
filed under Rule 14a-12 under the
Securities
Exchange Act of 1934, as amended
Filer:
Alpha Natural Resources, Inc.
Subject
Company: Alpha Natural Resources, Inc.
Exchange
Act File Number of
Subject
Company: 1-32423
August
13, 2008
Dear
Fellow Employee,
It’s been
about four weeks since Alpha and Cleveland-Cliffs announced that the two
companies would merge. We’ve been busy since then providing
information to our employees, shareholders, and government regulatory groups as
we move forward towards the goal of completing the merger before the end of this
year.
Joining
forces with Cleveland-Cliffs is a significant step in our strategic plans to
grow, add value, and continuing to provide a promising future for our
employees. It creates tremendous value for our shareholders and
ensures that we remain a significant coal producer, combining our existing coal
assets and businesses with those belonging to Cleveland-Cliffs and continuing to
run them from our Abingdon location. Recently there has been
speculation in the news about other companies that may have an interest in
Alpha. Leading up to our deal with Cleveland- Cliffs, many
alternatives were considered, but we and our Board of Directors concluded that
the merger with Cleveland-Cliffs provided the best value for our stakeholders.
Therefore, we continue to work hard towards that goal, and we will continue to
post you from time-to-time as the merger activities proceed.
We also
want to take this opportunity to thank you for the tremendous job you have done
this year. Our performance in the second quarter was the best in our
company’s history. We could not have accomplished this without your
dedicated efforts.
We firmly
believe that our future is brighter than it has ever been. We
continue to concentrate on safety and production, with Running Right as our
focus. Each of you can help. Let’s continue to run our
mines, plants, and support operations with the same pride and commitment that
has made Alpha stand out from the other coal companies. You truly are
the best.
Thanks
again for your loyal and dedicated service to Alpha.
| /s/ Mike Quillen | /s/ Kevin Crutchfield |
| Mike Quillen | Kevin Crutchfield |
| Chairman & CEO | President |
Additional Information About
this Transaction
In
connection with the proposed merger, Cleveland-Cliffs Inc. (“Cleveland-Cliffs”)
has filed with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-4 that includes a joint proxy statement of Alpha Natural
Resources, Inc. (“Alpha”) and Cleveland-Cliffs that also constitutes a
prospectus of Cleveland-Cliffs. Alpha and Cleveland-Cliffs 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 because it will
contain important information. You may obtain a free copy of the
joint proxy statement/prospectus and other related documents filed by Alpha and
Cleveland-Cliffs with the SEC at the SEC’s website at www.sec.gov. The
joint proxy statement/prospectus and the other documents may also be obtained
for free by accessing Alpha’s website at www.alphanr.com
by clicking on the link for “Investor Relations” and then clicking on the link
for “SEC Filings” or by accessing Cleveland-Cliffs’ website at www.cleveland-cliffs.com
and clicking on the “For Investors” link and then clicking on the link for “SEC
Filings”.
Participants in this
Transaction
Alpha,
Cleveland-Cliffs 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 are set
forth in the joint proxy statement/prospectus filed with the SEC on August 12,
2008. You can find information about Alpha’s executive officers and
directors in Alpha’s definitive proxy statement filed with the SEC on March 27,
2008. You can find information about Cleveland-Cliffs’ executive
officers and directors in their definitive proxy statement filed with the SEC on
March 26, 2008. You can obtain free copies of these documents from
Alpha or Cleveland-Cliffs using the contact information above.
Forward-Looking
Statements
Information
set forth in this report contains forward-looking statements, which involve a
number of risks and uncertainties. Alpha and Cleveland-Cliffs 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 Cleveland-Cliffs, 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 Cleveland-Cliffs 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 Cleveland-Cliffs’ filings with the SEC, which are
available at the SEC’s web site http://www.sec.gov. Alpha
and Cleveland-Cliffs disclaim any obligation to update and revise statements
contained in these materials based on new information or
otherwise.