SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934 |
Alpha Natural Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
02076X 10 2
(CUSIP Number)
Gerald Kerner, Esq.
c/o Duquesne Capital Management, L. L. C.
40 West 57th Street, 25th Floor
New York, New York 10019
(212) 830-6655
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
July 20, 2009
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ X ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 02076X 10 2 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Duquesne Capital Management, L. L. C. I.R.S. #25-1772402 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
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SEC USE ONLY |
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SOURCE OF FUNDS (See Instructions) N/A |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania |
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NUMBER OF |
7 |
SOLE VOTING POWER 0 |
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8 |
SHARED VOTING POWER 5,927,300 |
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SOLE DISPOSITIVE POWER 0 |
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10 |
SHARED DISPOSITIVE POWER 5,927,300 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,927,300 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.31% |
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TYPE OF REPORTING PERSON (See Instructions) OO |
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SCHEDULE 13D
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CUSIP No. 02076X 10 2 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Stanley F. Druckenmiller |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (See Instructions) N/A |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF |
7 |
SOLE VOTING POWER 0 |
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8 |
SHARED VOTING POWER 5,927,300 |
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9 |
SOLE DISPOSITIVE POWER 0 |
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10 |
SHARED DISPOSITIVE POWER 5,927,300 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,927,300 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.31% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
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This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on July 16, 2009 (the “Current Schedule 13D”) on behalf of Duquesne Capital Management, L. L. C., a Pennsylvania limited liability company (“Duquesne Capital”), and Mr. Stanley F. Druckenmiller with respect to the beneficial ownership of the shares of the common stock, par value $0.01 per share (the “Common Stock”), of Alpha Natural Resources, Inc., a Delaware corporation (the “Company”).
Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Current Schedule 13D.
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Item 4. |
Purpose of Transaction. |
The second paragraph of Item 4 of the Current Schedule 13D is hereby amended and replaced in its entirety as set forth below.
Following the completion of their review of the terms and conditions of the proposed merger between the Company and Foundation Coal Holdings, Inc. (“Foundation”), pursuant to the Agreement and Plan of Merger, dated as of May 11, 2009, between the Company and Foundation, the Reporting Persons have determined that they cannot support the proposed merger and that they intend to vote the Shares against the proposed merger. On July 20, 2009, the Reporting Persons issued a press release stating the reasons why they intend to vote the Shares against the proposed merger. A copy of the press release is attached hereto as Exhibit 99.2.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Current Schedule 13D is hereby amended to add the following exhibit:
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Exhibit 99.2. |
Press Release, dated July 20, 2009. |
[The remainder of this page is intentionally left blank.]
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated: July 20, 2009 |
DUQUESNE CAPITAL MANAGEMENT, L. L. C.
By: /s/ Gerald Kerner Name: Gerald Kerner Title: Managing Director
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Dated: July 20, 2009 |
STANLEY F. DRUCKENMILLER
By: /s/ Gerald Kerner Name: Gerald Kerner
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** Power of Attorney given by Mr. Druckenmiller was previously filed with the Securities and Exchange Commission on June 24, 2009 as an exhibit to a statement on Schedule 13G filed by Duquesne Capital Management, L. L. C. and Mr. Druckenmiller with respect to Alpha Natural Resources, Inc.