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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As
filed with the Securities and Exchange Commission on December&nbsp;6, 2005</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Registration No.&nbsp;333-</B>
</DIV>


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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>INTERNATIONAL COAL GROUP, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

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    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1222</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>20-2641185</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State of incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Primary Standard Industrial
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Classification Code Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>2000 Ashland Drive<BR>
Ashland, Kentucky 41101<BR>
(606)&nbsp;920-7400</B><BR>
(Address, including zip code, and telephone number, including area code, of registrant&#146;s principal executive offices)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>2005 Equity and Performance Incentive Plan<BR>
Non-Qualified Stock Option Agreement with Bennett K. Hatfield<BR>
Restricted Stock Agreement with Bennett K. Hatfield</B><BR>
(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>William D. Campbell<BR>
Vice President, Treasurer and Secretary<BR>
International Coal Group, Inc.<BR>
2000 Ashland Drive<BR>
Ashland, Kentucky 41101<BR>
(606)&nbsp;920-7400</B><BR>
(Name, address, including zip code, and telephone number, including area code, of agent for service)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B><I>With
copies to:</I></B><BR>
Randi L. Strudler, Esq.<BR>
Jones Day<BR>
222 East 41<SUP style="font-size: 85%; vertical-align: text-top">st</SUP> Street<BR>
New York, New York 10017<BR>
(212)&nbsp;326-3939
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>1. </B>CALCULATION OF REGISTRATION FEE
</DIV>

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<TD nowrap align="left" colspan="17" style="border-bottom: 2px solid #000000">&nbsp;</TD>
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    <TD nowrap align="center">Title of Securities to</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount to be</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed Maximum</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed Maximum</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">be Registered </TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Registered</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Offering Price Per Share</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Aggregate Offering Price</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registration Fee</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">2005 Equity and Incentive
Plan, Common Stock, $0.01
par value per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">8,000,000<SUP style="font-size: 85%; vertical-align: text-top">(1)(2)</SUP></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$11.50<SUP style="font-size: 85%; vertical-align: text-top">(4)</SUP></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$89,920,000</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">9,621.00</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, $0.01 par
value per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">206,250</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$11.50<SUP style="font-size: 85%; vertical-align: text-top">(4)</SUP></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$2,318,250</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">248.00</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, $0.01 par
value per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">319,052<SUP style="font-size: 85%; vertical-align: text-top">(2)(3)</SUP></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$10.97<SUP style="font-size: 85%; vertical-align: text-top">(5)</SUP></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$3,500,000</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">375.00</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Total</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">8,525,302<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$95,738,250</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">10,244.00</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="17" style="border-top: 2px solid #000000">&nbsp;</TD>
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<DIV style="margin-top: 3pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents maximum number of shares of common stock of the Registrant, $0.01 par value
per share (&#147;Common Stock&#148;), issuable pursuant to the 2005 Equity and Performance Incentive
Plan of International Coal Group, Inc. (the &#147;Plan&#148;) being registered hereon.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule 416(c) of the Securities Act of 1933 (the &#147;Securities Act&#148;), this
Registration Statement also covers such additional shares of Common Stock as may become
issuable pursuant to the anti-dilution provisions of the Plan and the Agreement.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents 319,052 shares of Common Stock issuable upon the exercise of stock options
granted to an executive officer pursuant to a non-qualified stock option agreement (the
&#147;Agreement&#148;).</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for calculating the amount of the registration fee, pursuant to
paragraphs (c)&nbsp;and (h)&nbsp;of Rule&nbsp;457 of the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock Exchange on November
29, 2005, which was $11.50 per share and was within five business days prior to this
filing, with respect to shares issuable pursuant to options not yet issued.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule 457(h) of the Securities Act, the aggregate offering price and the fee
have been computed upon the basis of the fixed exercise price at which the options may be
exercised.</TD>
</TR>

</TABLE>
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<P align="center" style="font-size: 10pt">&nbsp;
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<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 8,525,302 shares of common stock (the &#147;Common Stock&#148;), $0.01 par value per share of
International Coal Group, Inc. (the &#147;Registrant&#148;), being registered pursuant to this Form S-8 are
comprised of (i)&nbsp;8,000,000 shares of Common Stock issuable pursuant to the Registrant&#146;s 2005 Equity
and Performance Incentive Plan (the &#147;Plan&#148;), (ii)&nbsp;319,052 shares of Common Stock issuable pursuant
to the Non-Qualified Stock Option Agreement between the Registrant and Bennett K. Hatfield, dated
March&nbsp;14, 2005 (the &#147;Stock Option Agreement&#148;), and (iii)&nbsp;206,250 shares of Common Stock issued
pursuant to the Restricted Stock Agreement between the Registrant and Bennett K. Hatfield, dated
March&nbsp;14, 2005 (the &#147;Restricted Stock Agreement&#148; and together with the Stock Option Agreement, the
&#147;Agreements&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement contains two parts. The first part contains a reoffer prospectus
pursuant to Form S-3 (prepared in accordance with Section&nbsp;C of the General Instructions to the Form
S-8) which covers reoffers and resales of &#147;restricted securities&#148; and/or &#147;control securities&#148; (as
such terms are defined in Section&nbsp;C of the General Instructions to Form S-8) of the Company. This
reoffer prospectus relates to up to 518,750 restricted shares of Common Stock, that have been
issued to certain officers of the Company pursuant to the Plan and the Restricted Stock Agreement.
The second part of this Registration Statement contains Information Required in the Registration
Statement pursuant to Part&nbsp;II of Form S-8. The Form S-8 portion of this Registration Statement
will be used for offers of shares of Common Stock of the Company pursuant to the Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I &#151; INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing information specified in Part&nbsp;I (Plan information and Registrant
information) will be sent or given to each participant in the Plan as specified by Rule&nbsp;428(b)(1)
under the Securities Act of 1933, as amended (&#147;Securities Act&#148;). Such documents need not be filed
with the Securities and Exchange Commission (&#147;Commission&#148;) either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule&nbsp;424 under the Securities
Act. These documents and the documents incorporated by reference in this Registration Statement,
pursuant to Item&nbsp;3 of Part&nbsp;II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The reoffer and resale prospectus referred to in the Explanatory Note above follows this page.
</DIV>
<DIV align="left">
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<P align="center" style="font-size: 10pt">I-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>REOFFER AND RESALE PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INTERNATIONAL COAL GROUP, INC.<BR>
518,750 SHARES OF COMMON STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to up to 518,750 restricted shares (the &#147;Shares&#148;) of common stock, par
value $0.01 per share, of International Coal Group, Inc., a Delaware corporation (the &#147;Company&#148; or
&#147;ICG&#148;), which may be offered and sold from time to time by certain stockholders of the Company (the
&#147;Selling Stockholders&#148;) who have acquired such Shares pursuant to restricted stock grants made
under the (i)&nbsp;ICG 2005 Equity and Performance Incentive Plan (the &#147;Plan&#148;) and (ii)&nbsp;206,250 shares
of Common Stock issued pursuant to the Restricted Stock Agreement between the Registrant and
Bennett K. Hatfield, dated March&nbsp;14, 2005 (the &#147;Restricted Stock Agreement&#148;). The Plan and
Restricted Stock Agreement are collectively referred to herein as the &#147;Plans.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will not receive any of the proceeds from sales of the Shares by any of the
Selling Stockholders. The Shares may be offered from time to time by any or all of the Selling
Stockholders (and their donees and pledgees) through ordinary brokerage transactions, in negotiated
transactions or in other transactions, at such prices as he or she may determine, which may relate
to market prices prevailing at the time of sale or be a negotiated price. See &#147;Plan of
Distribution.&#148; All costs, expenses and fees in connection with the registration of the Shares will
be borne by the Company. Brokerage commissions and similar selling expenses, if any, attributable
to the offer or sale of the Shares will be borne by the Selling Stockholder (or their donees and
pledgees).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Selling Stockholder and any broker executing selling orders on behalf of a Selling
Stockholder may be deemed to be an &#147;underwriter&#148; as defined in the Securities Act. If any
broker-dealers are used to effect sales, any commissions paid to broker-dealers and, if
broker-dealers purchase any of the Shares as principals, any profits received by such
broker-dealers on the resale of the Shares, may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any profits realized by the Selling
Stockholders may be deemed to be underwriting commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of our common stock are listed on The New York Stock Exchange under the symbol &#147;ICO.&#148;
On November&nbsp;30, 2005, the last reported sale price of our common stock was $11.00 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investing
in or common stock involves a high degree of risk. See &#147;Risk
Factors on page&nbsp;4
hereof for a discussion of certain factors that should be carefully considered by prospective
purchasers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The
date of this prospectus is December&nbsp;6, 2005.
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS<BR>
TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD nowrap colspan="2" align="center" style="border-bottom: 1px solid #000000"><B>Page</B></TD>
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    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">Prospectus Summary </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">1</TD>
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<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">International Coal Group, Inc.</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">1</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Special Note Regarding Forward-Looking Statements </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">3</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Risk Factors </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Use of Proceeds </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">25</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Dilution </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">25</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">Selling Stockholders </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">25</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Plan of Distribution </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">27</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Legal Matters </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">28</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">Experts </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">28</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">Information Incorporated By Reference </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">29</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#112">Where You Can Find More Information </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">29</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#113">Indemnification of Directors and Officers </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">30</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You should rely only on the information contained or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with additional information or information different
from that contained or incorporated by reference in this prospectus. The Selling Stockholders,
from time to time, will offer to sell shares of our common stock only in jurisdictions where those
offers and sales are permitted. The information contained or incorporated by reference in this
prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery
of this prospectus or any sale of our common stock.
</DIV>


<P align="center" style="font-size: 10pt">i
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The following summarizes information contained elsewhere in this prospectus and does not
contain all of the information you should consider in making your investment decision. You should
read this summary together with the more detailed information, including our financial statements
and the related notes, incorporated by reference in this prospectus. You should carefully
consider, among other things, the matters discussed in &#145;&#145;Risk factors&#146;&#146; and &#145;&#145;Management&#146;s
discussion and analysis of financial condition and results of operations.&#146;&#146;</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The term &#145;&#145;Horizon&#146;&#146; refers to Horizon NR, LLC (the entity holding the operating subsidiaries
of Horizon Natural Resources Company) and its consolidated subsidiaries, the term &#145;&#145;Anker&#146;&#146; refers
to Anker Coal Group, Inc. and its consolidated subsidiaries, and the term &#145;&#145;CoalQuest&#146;&#146; refers to
CoalQuest Development, LLC. References to the &#145;&#145;Anker and CoalQuest acquisitions&#146;&#146; refer to our
acquisition, respectively, of each of Anker and CoalQuest, which occurred on November&nbsp;18, 2005.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>On November&nbsp;18, 2005, we and our subsidiaries underwent a corporate reorganization in which we
became the parent holding company and ICG, Inc., the prior parent holding company, became our
subsidiary. Unless the context otherwise indicates, as used in this prospectus, the terms &#145;&#145;ICG,&#146;&#146;
&#145;&#145;we,&#146;&#146; &#145;&#145;our,&#146;&#146; &#145;&#145;us&#146;&#146; and similar terms refer to International Coal Group, Inc. and its
consolidated subsidiaries, after giving effect to the corporate reorganization and the Anker and
CoalQuest acquisitions. For purposes of the discussion in this prospectus, references to ICG
include all the assets and coal reserves resulting from the Anker and CoalQuest acquisitions. For
purposes of all financial disclosure contained in this prospectus, ICG, Inc. and Horizon (together
with its predecessor AEI Resources Holding, Inc. and its consolidated subsidiaries) are the
predecessors to ICG.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The term &#145;&#145;coal reserves&#146;&#146; as used in this prospectus means proven and probable reserves that
are the part of a mineral deposit that can be economically and legally extracted or produced at the
time of the reserve determination and the term &#145;&#145;non-reserve coal deposits&#146;&#146; in this prospectus
means a coal bearing body that has been sufficiently sampled and analyzed to assume continuity
between sample points but do not qualify as a commercially viable coal reserve as prescribed by SEC
rules until a final comprehensive SEC prescribed evaluation is performed.</I>
</DIV>
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INTERNATIONAL COAL GROUP, INC.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a leading producer of coal in Northern and Central Appalachia with a broad range of mid
to high Btu, low to medium sulfur steam and metallurgical coal. Our Appalachian mining operations,
which include 12 of our mining complexes, are located in West Virginia, Kentucky and Maryland. We
also have a complementary mining complex of mid to high sulfur steam coal strategically located in
the Illinois Basin. We market our coal to a diverse customer base of largely investment grade
electric utilities, as well as domestic and international industrial customers. The high quality
of our coal and the availability of multiple transportation options, including rail, truck and
barge, throughout the Appalachian region enable us to participate in both the domestic and
international coal markets. Due to the decline in Appalachian coal production in recent years,
these markets are currently characterized by strong demand with limited supply response and
elevated spot and contract prices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The company was formed by WL Ross &#038; Co. LLC, or WLR, and other investors in May&nbsp;2004 to acquire and
operate competitive coal mining facilities. As of September&nbsp;30, 2004, ICG, Inc. acquired certain
key assets of Horizon through a bankruptcy auction. These assets are high quality reserves
strategically located in Appalachia and the Illinois Basin, are union free, have limited
reclamation liabilities and are substantially free of other legacy liabilities. Due to our initial
capitalization, we were
</DIV>

<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">able to complete the acquisition without incurring a significant level of indebtedness. Consistent
with the WLR investor group&#146;s strategy to consolidate profitable coal assets, the Anker and
CoalQuest acquisitions further diversify our reserves.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of January&nbsp;1, 2005 (pro forma for the Anker and CoalQuest acquisitions), we owned or
controlled approximately 315&nbsp;million tons of metallurgical quality coal reserves and approximately
572&nbsp;million tons of steam coal reserves. Based on expected 2005 production rates, our Northern and
Central Appalachian reserves could support existing production levels for approximately 44&nbsp;years
and all of our reserves could support existing production levels for approximately 61&nbsp;years.
Further, we own or control approximately 707&nbsp;million tons of non-reserve coal deposits, pro forma
for the Anker and CoalQuest acquisitions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steam coal is primarily consumed by large electric utilities and industrial customers as fuel
for electricity generation. Demand for low sulfur steam coal has grown significantly since the
introduction of certain controls associated with the Clean Air Act and the decline in coal
production in the eastern half of the United States.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Metallurgical coal is primarily used to produce coke, a key raw material used in the steel
making process. Generally, metallurgical coal sells at a premium to steam coal because of its
higher quality and its importance and value in the steel making process. During 2004 and the first
quarter of 2005, the demand for metallurgical coal increased substantially as the global demand for
steel increased.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the year ended December&nbsp;31, 2004 (pro forma for the Anker and CoalQuest acquisitions), we
sold 18.4&nbsp;million tons of coal, of which 18.2&nbsp;million tons were steam coal and 0.2&nbsp;million tons
were metallurgical coal. Our steam coal sales volume in 2004 consisted of mid to high quality, high
Btu (greater than 12,000 Btu/lb.), low to medium sulfur (1.5% or less) coal, which typically sells
at a premium to lower quality, lower Btu, higher sulfur steam coal.
</DIV>

<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SPECIAL
NOTE REGARDING FORWARD-LOOKING INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus contains or incorporates by reference forward-looking statements that are not
statements of historical fact and may involve a number of risks and uncertainties. We have used the
words &#145;&#145;anticipate,&#146;&#146; &#145;&#145;believe,&#146;&#146; &#145;&#145;could,&#146;&#146; &#145;&#145;estimate,&#146;&#146; &#145;&#145;expect,&#146;&#146; &#145;&#145;intend,&#146;&#146; &#145;&#145;may,&#146;&#146;
&#145;&#145;plan,&#146;&#146; &#145;&#145;predict,&#146;&#146; &#145;&#145;project&#146;&#146; and similar terms and phrases, including references to
assumptions, in this prospectus to identify forward-looking statements. These forward-looking
statements are made based on expectations and beliefs concerning future events affecting us and are
subject to uncertainties and factors relating to our operations and business environment, all of
which are difficult to predict and many of which are beyond our control, that could cause our
actual results to differ materially from those matters expressed in or implied by these
forward-looking statements. The following factors are among those that may cause actual results to
differ materially from our forward-looking statements:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>market demand for coal, electricity and steel;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>availability of qualified workers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>future economic or capital market conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>weather conditions or catastrophic weather-related damage;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our production capabilities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the integration of Anker and CoalQuest into our business;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our plans and objectives for future operations and expansion or consolidation;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our relationships with, and other conditions affecting, our customers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>timing of reductions or increases in customer coal inventories;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>long-term coal supply arrangements;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks in coal mining;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unexpected maintenance and equipment failure;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>environmental laws and regulations, including those directly affecting our coal mining and production, and those
affecting our customers&#146; coal usage;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>competition;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>railroad, barge, trucking and other transportation performance and costs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>employee benefits costs and labor relations issues;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our assumptions concerning economically recoverable coal reserve estimates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>regulatory and court decisions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>future legislation and changes in regulations or governmental policies or changes in interpretations thereof;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the impairment of the value of our goodwill; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our liquidity, results of operations and financial condition.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Investing in our common stock involves a high degree of risk. You should carefully consider
the following risk factors, together with the other information contained or incorporated by
reference in this prospectus, before investing in our common stock. If any of the following risks
develop into actual events, our business, financial condition or results of operations could be
materially adversely affected, the trading price of your shares of our common stock could decline
and you may lose all or part of your investment.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating To Our Business</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Because of our limited operating history, historical information regarding our company prior
to October&nbsp;1, 2004 is of little relevance in understanding our business as currently conducted.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the risks, uncertainties, expenses and problems encountered by companies in
the early stages of operations. We were incorporated in March&nbsp;2005 as a holding company and our
predecessor, ICG, Inc., was incorporated in May&nbsp;2004 for the sole purpose of acquiring certain
assets of Horizon. Until we completed that acquisition we had substantially no operations. As a
result, we believe the historical financial information presented in this prospectus, other than
for the period ended December&nbsp;31, 2004 and the nine months ended September&nbsp;30, 2005, which do not
include the historical financial information for Anker and CoalQuest, are of limited relevance in
understanding our business as currently conducted. The financial statements for the predecessor
periods have been prepared from the books and records of Horizon as if ICG had existed as a
separate legal entity under common management for all periods presented (that is, on a
&#145;&#145;carve-out&#146;&#146; basis). The financial statements for the predecessor periods include allocations of
certain expenses, taxation charges, interest and cash balances relating to the predecessor based on
management&#146;s estimates. In light of these allocations and estimates, the predecessor financial
information is not necessarily indicative of the consolidated financial position, results of
operations and cash flows of ICG if it had operated during the predecessor period presented.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A decline in coal prices could reduce our revenues and the value of our coal reserves.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our results of operations are dependent upon the prices we charge for our coal as well as our
ability to improve productivity and control costs. Any decreased demand would cause spot prices to
decline and require us to increase productivity and decrease costs in order to maintain our
margins. Declines in the prices we receive for our coal could adversely affect our operating
results and our ability to generate the cash flows we require to improve our productivity and
invest in our operations. The prices we receive for coal depend upon factors beyond our control,
including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the supply of and demand for domestic and foreign coal;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the demand for electricity;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>domestic and foreign demand for steel and the continued financial viability of the domestic and/or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>foreign steel industry;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the proximity to, capacity of and cost of transportation facilities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>domestic and foreign governmental regulations and taxes;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>air emission standards for coal-fired power plants;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>regulatory, administrative and judicial decisions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the price and availability of alternative fuels, including the effects of technological developments; and</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effect of worldwide energy conservation measures.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our coal mining operations are subject to operating risks that could result in decreased coal
production thereby reducing our revenues.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our revenues depend on our level of coal mining production. The level of our production is
subject to operating conditions and events beyond our control that could disrupt operations and
affect production at particular mines for varying lengths of time. These conditions and events
include:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the unavailability of qualified labor;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our inability to acquire, maintain or renew necessary permits or mining or surface rights in a timely manner, if at all;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unfavorable geologic conditions, such as the thickness of the coal deposits and the amount of rock embedded in or
overlying the coal deposit;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>failure of reserve estimates to prove correct;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in governmental regulation of the coal industry, including the imposition of additional taxes, fees or actions
to suspend or revoke our permits or changes in the manner of enforcement of existing regulations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>mining and processing equipment failures and unexpected maintenance problems;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>adverse weather and natural disasters, such as heavy rains and flooding;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increased water entering mining areas and increased or accidental mine water discharges;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increased or unexpected reclamation costs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>interruptions due to transportation delays;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the unavailability of required equipment of the type and size needed to meet production expectations; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unexpected mine safety accidents, including fires and explosions from methane.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These conditions and events may increase our cost of mining and delay or halt production at
particular mines either permanently or for varying lengths of time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Reduced coal consumption by North American electric power generators could result in lower
prices for our coal, which could reduce our revenues and adversely impact our earnings and the
value of our coal reserves.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steam coal accounted for nearly all of our coal sales volume in 2004, pro forma for the Anker
and CoalQuest acquisitions. The majority of our sales of steam coal in 2004 were to electric power
generators. Domestic electric power generation accounted for approximately 92% of all U.S. coal
consumption in 2003, according to the EIA. The amount of coal consumed for U.S. electric power
generation is affected primarily by the overall demand for electricity, the location, availability,
quality and price of competing fuels for power such as natural gas, nuclear, fuel oil and
alternative energy sources such as hydroelectric power, technological developments, and
environmental and other governmental regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we expect that many new power plants will be built to produce electricity during peak
periods of demand, we also expect that many of these new power plants will be fired by natural gas
because gas-fired plants are cheaper to construct than coal-fired plants and because natural gas is
a cleaner burning fuel. Gas-fired generation from existing and newly constructed gas-fired
facilities has the potential to displace coal-fired generation, particularly from older, less
efficient coal-powered generators.
</DIV>

<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, the increasingly stringent requirements of the Clean Air Act may result in more
electric power generators shifting from coal to natural gas-fired plants. Any reduction in the
amount of coal consumed by North American electric power generators could reduce the price of steam
coal that we mine and sell, thereby reducing our revenues and adversely impacting our earnings and
the value of our coal reserves.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Weather patterns also can greatly affect electricity generation. Extreme temperatures, both
hot and cold, cause increased power usage and, therefore, increased generating requirements from
all sources. Mild temperatures, on the other hand, result in lower electrical demand, which allows
generators to choose the lowest-cost sources of power generation when deciding which generation
sources to dispatch. Accordingly, significant changes in weather patterns could reduce the demand
for our coal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Overall economic activity and the associated demands for power by industrial users can have
significant effects on overall electricity demand. Robust economic activity can cause much heavier
demands for power, particularly if such activity results in increased utilization of industrial
assets during evening and nighttime periods. The economic slowdown experienced during the last
several years significantly slowed the growth of electrical demand and, in some locations, resulted
in contraction of demand. Any downward pressure on coal prices, whether due to increased use of
alternative energy sources, changes in weather patterns, decreases in overall demand or otherwise,
would likely cause our profitability to decline.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our profitability may be adversely affected by the status of our long-term coal supply
agreements, changes in purchasing patterns in the coal industry and the loss of certain brokered
coal contracts set to expire at the end of 2006, which could adversely affect the capability and
profitability of our operations.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We sell a significant portion of our coal under long-term coal supply agreements, which we
define as contracts with a term greater than 12&nbsp;months. For the nine months ended September&nbsp;30,
2005 (pro forma for the Anker and CoalQuest acquisitions), approximately 75% of our revenues were
derived from coal sales that were made under long-term coal supply agreements. As of that date, we
had 30 long-term sales agreements with a volume-weighted average term of approximately 5.2&nbsp;years.
The prices for coal shipped under these agreements are fixed for the initial year of the contract,
subject to certain adjustments in later years, and thus may be below the current market price for
similar type coal at any given time, depending on the timeframe of contract execution or
initiation. As a consequence of the substantial volume of our sales that are subject to these
long-term agreements, we have less coal available with which to capitalize on higher coal prices,
if and when they arise. In addition, in some cases, our ability to realize the higher prices that
may be available in the spot market may be restricted when customers elect to purchase higher
volumes allowable under some contracts.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When our current contracts with customers expire or are otherwise renegotiated, our customers
may decide not to extend or enter into new long-term contracts or, in the absence of long-term
contracts, our customers may decide to purchase fewer tons of coal than in the past or on different
terms, including under different pricing terms. In addition, we have brokered coal contracts that
will expire at the end of 2006. These contracts were signed during a period of oversupply in the
coal industry and contain pricing that, while acceptable to the sellers at that time, is
significantly below today&#146;s market levels and, management believes, will not be able to be
renegotiated or replaced in today&#146;s market. Assuming today&#146;s market continues, we believe the loss
of these contracts will have a significant impact on our earnings after 2006. Through the nine
months ended September&nbsp;30, 2005, these contracts have provided $26.2&nbsp;million in revenue.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, as electric utilities seek to adjust to requirements of the Clean Air Act,
particularly the Acid Rain regulations, the Clean Air Mercury Rule and the Clean Air Interstate
Rule, although these two rules are subject to administrative
reconsideration and judicial challenge and the Clean Air Mercury Rule has
been subject to legislative challenge in Congress, and the possible deregulation of their industry,
they could
</DIV>

<P align="center" style="font-size: 10pt">6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">become increasingly less willing to enter into long-term coal supply agreements and instead
may purchase higher percentages of coal under short-term supply agreements. To the extent the
electric utility industry shifts away from long-term supply agreements, it could adversely affect
us and the level of our revenues. For example, fewer electric utilities will have a contractual
obligation to purchase coal from us, thereby increasing the risk that we will not have a market for
our production. Furthermore, spot market prices tend to be more volatile than contractual prices,
which could result in decreased revenues.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Certain provisions in our long-term supply agreements may provide limited protection during
adverse economic conditions or may result in economic penalties upon the failure to meet
specifications.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Price adjustment, &#145;&#145;price reopener&#146;&#146; and other similar provisions in long-term supply
agreements may reduce the protection from short-term coal price volatility traditionally provided
by such contracts. Most of our coal supply agreements contain provisions that allow for the
purchase price to be renegotiated at periodic intervals. These price reopener provisions may
automatically set a new price based on the prevailing market price or, in some instances, require
the parties to agree on a new price, sometimes between a specified range of prices. In some
circumstances, failure of the parties to agree on a price under a price reopener provision can lead
to termination of the contract. Any adjustment or renegotiations leading to a significantly lower
contract price would result in decreased revenues. Accordingly, supply contracts with terms of one
year or more may provide only limited protection during adverse market conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Coal supply agreements also typically contain force majeure provisions allowing temporary
suspension of performance by us or our customers during the duration of specified events beyond the
control of the affected party. Most of our coal supply agreements contain provisions requiring us
to deliver coal meeting quality thresholds for certain characteristics such as Btu, sulfur content,
ash content, hardness and ash fusion temperature. Failure to meet these specifications could result
in economic penalties, including price adjustments, the rejection of deliveries or, in the extreme,
termination of the contracts.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consequently, due to the risks mentioned above with respect to long-term supply agreements, we
may not achieve the revenue or profit we expect to achieve from these sales commitments. In
addition, we may not be able to successfully convert these sales commitments into long-term supply
agreements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>A decline in demand for metallurgical coal would limit our ability to sell our high quality
steam coal as higher-priced metallurgical coal.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Portions of our coal reserves possess quality characteristics that enable us to mine, process
and market them as either metallurgical coal or high quality steam coal, depending on the
prevailing conditions in the metallurgical and steam coal markets. A decline in the metallurgical
market relative to the steam market could cause us to shift coal from the metallurgical market to
the steam market, thereby reducing our revenues and profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of our metallurgical coal reserves possess quality characteristics that enable us to
mine, process and market them as high quality steam coal. However, some of our mines operate
profitably only if all or a portion of their production is sold as metallurgical coal to the steel
market. If demand for metallurgical coal declined to the point where we could earn a more
attractive return marketing the coal as steam coal, these mines may not be economically viable and
may be subject to closure. Such closures would lead to accelerated reclamation costs, as well as
reduced revenue and profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Inaccuracies in our estimates of economically recoverable coal reserves could result in lower
than expected revenues, higher than expected costs or decreased profitability.</I>
</DIV>

<P align="center" style="font-size: 10pt">7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We base our reserves information on engineering, economic and geological data assembled and
analyzed by our staff, which includes various engineers and geologists, and which is periodically
reviewed by outside firms. The reserves estimates as to both quantity and quality are annually
updated to reflect production of coal from the reserves and new drilling or other data received.
There are numerous uncertainties inherent in estimating quantities and qualities of and costs to
mine recoverable reserves, including many factors beyond our control. Estimates of economically
recoverable coal reserves and net cash flows necessarily depend upon a number of variable factors
and assumptions, all of which may vary considerably from actual results such as:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>geological and mining conditions which may not be fully identified
by available exploration data or which may differ from experience
in current operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>historical production from the area compared with production from
other similar producing areas; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT style="font-family: Wingdings">&#373;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the assumed effects of regulation and taxes by governmental
agencies and assumptions concerning coal prices, operating costs,
mining technology improvements, severance and excise tax,
development costs and reclamation costs.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For these reasons, estimates of the economically recoverable quantities and qualities
attributable to any particular group of properties, classifications of reserves based on risk of
recovery and estimates of net cash flows expected from particular reserves prepared by different
engineers or by the same engineers at different times may vary substantially. Actual coal tonnage
recovered from identified reserve areas or properties and revenues and expenditures with respect to
our reserves may vary materially from estimates. These estimates, thus, may not accurately reflect
our actual reserves. Any inaccuracy in our estimates related to our reserves could result in lower
than expected revenues, higher than expected costs or decreased profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We depend heavily on a small number of large customers, the loss of any of which would
adversely affect our operating results.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our three largest customers for the nine months ended September&nbsp;30, 2005 were Georgia Power,
Carolina Power &#038; Light and Duke Power and we derived approximately 53% of our pro forma coal
revenues from sales to our five largest customers, pro forma for the Anker and CoalQuest
acquisitions. At September&nbsp;30, 2005 (pro forma for the Anker and CoalQuest acquisitions), we had 12
coal supply agreements with these customers that expire at various times from 2005 to 2010. We are
currently discussing the extension of existing agreements or entering into new long-term agreements
with some of these customers, however these negotiations may not be successful and these customers
may not continue to purchase coal from us pursuant to long-term coal supply agreements. If a number
of these customers were to significantly reduce their purchases of coal from us, or if we were
unable to sell coal to them on terms as favorable to us as the terms under our current agreements,
our financial condition and results of operations could suffer materially.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Disruptions in transportation services could limit our ability to deliver coal to our
customers, which could cause revenues to decline.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We depend primarily upon railroads, trucks and barges to deliver coal to our customers.
Disruption of railroad service due to weather-related problems, strikes, lockouts and other events
could temporarily impair our ability to supply coal to our customers, resulting in decreased
shipments. Decreased performance levels over longer periods of time could cause our customers to
look elsewhere for their fuel needs, negatively affecting our revenues and profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2004, the major eastern railroads (CSX and Norfolk Southern) experienced significant
service problems. These problems were caused by an increase in overall rail traffic from the
expanding
</DIV>


<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">economy and shortages of both equipment and personnel. The service problems had an adverse
effect on our shipments during several months in 2004. If these service problems persist, they
could have an adverse impact on our financial results in 2005 and beyond.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The states of West Virginia and Kentucky have recently increased enforcement of weight limits
on coal trucks on its public roads. Additionally, West Virginia legislation, which raised coal
truck weight limits in West Virginia, includes provisions supporting enhanced enforcement. The
legislation went into effect on October&nbsp;1, 2003 and implementation began on January&nbsp;1, 2004. It is
possible that other states in which our coal is transported by truck could conduct similar
campaigns to increase enforcement of weight limits. Such stricter enforcement actions could result
in shipment delays and increased costs. An increase in transportation costs could have an adverse
effect on our ability to increase or to maintain production and could adversely affect revenues.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some of our mines depend on a single transportation carrier or a single mode of
transportation. Disruption of any of these transportation services due to weather-related problems,
mechanical difficulties, strikes, lockouts, bottlenecks and other events could temporarily impair
our ability to supply coal to our customers. Our transportation providers may face difficulties in
the future that may impair our ability to supply coal to our customers, resulting in decreased
revenues. Currently, there is a shortage of available train cars to service our coal operations in
eastern Kentucky.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If there are disruptions of the transportation services provided by our primary rail carriers
that transport our produced coal and we are unable to find alternative transportation providers to
ship our coal, our business could be adversely affected.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Fluctuations in transportation costs could impair our ability to supply coal to our
customers.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Transportation costs represent a significant portion of the total cost of coal for our
customers and, as a result, the cost of transportation is a critical factor in a customer&#146;s
purchasing decision. Increases in transportation costs could make coal a less competitive source of
energy or could make our coal production less competitive than coal produced from other sources.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On the other hand, significant decreases in transportation costs could result in increased
competition from coal producers in other parts of the country. For instance, coordination of the
many eastern loading facilities, the large number of small shipments, the steeper average grades of
the terrain and a more unionized workforce are all issues that combine to make shipments
originating in the eastern United States inherently more expensive on a per-mile basis than
shipments originating in the western United States. The increased competition could have a material
adverse effect on our business, financial condition and results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Disruption in supplies of coal produced by third parties could temporarily impair our ability
to fill our customers&#146; orders or increase our costs.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to marketing coal that is produced from our controlled reserves, we purchase and
resell coal produced by third parties from their controlled reserves to meet customer
specifications. Disruption in our supply of third-party coal could temporarily impair our ability
to fill our customers&#146; orders or require us to pay higher prices in order to obtain the required
coal from other sources. Any increase in the prices we pay for third-party coal could increase our
costs and therefore lower our earnings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The unavailability of an adequate supply of coal reserves that can be mined at competitive
costs could cause our profitability to decline.</I>
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our profitability depends substantially on our ability to mine coal reserves that have the
geological characteristics that enable them to be mined at competitive costs and to meet the
quality needed by our customers. Because our reserves decline as we mine our coal, our future
success and growth depend, in part, upon our ability to acquire additional coal reserves that are
economically recoverable. Replacement reserves may not be available when required or, if available,
may not be capable of being mined at costs comparable to those characteristic of the depleting
mines. We may not be able to accurately assess the geological characteristics of any reserves that
we acquire, which may adversely affect our profitability and financial condition. Exhaustion of
reserves at particular mines also may have an adverse effect on our operating results that is
disproportionate to the percentage of overall production represented by such mines. Our ability to
obtain other reserves in the future could be limited by restrictions under our existing or future
debt agreements, competition from other coal companies for attractive properties, the lack of
suitable acquisition candidates or the inability to acquire coal properties on commercially
reasonable terms.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Unexpected increases in raw material costs could significantly impair our operating
profitability.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our coal mining operations use significant amounts of steel, petroleum products and other raw
materials in various pieces of mining equipment, supplies and materials, including the roof bolts
required by the room and pillar method of mining described below. Scrap steel prices have risen
significantly in recent months, and historically, the prices of scrap steel and petroleum have
fluctuated. Recently we have been adversely impacted by margin compressions due to cost increases
for various commodities and services influenced by the recent price acceleration of crude oil and
natural gas &#151; a trend that was greatly exacerbated by the Gulf hurricanes. Costs of diesel fuel,
explosives (ANFO)&nbsp;and coal trucking have all escalated as a direct result of supply chain problems
related to the Gulf hurricanes. There may be other acts of nature or terrorist attacks or threats
that could also increase the costs of raw materials. If the price of steel, petroleum products or
other of these materials increase, our operational expenses will increase, which could have a
significant negative impact on our profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>A shortage of skilled labor in the mining industry could pose a risk to achieving optimal
labor productivity and competitive costs, which could adversely affect our profitability.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Efficient coal mining using modern techniques and equipment requires skilled laborers,
preferably with at least a year of experience and proficiency in multiple mining tasks. In order to
support our planned expansion opportunities, we intend to sponsor both in-house and vocational coal
mining programs at the local level in order to train additional skilled laborers. In the event the
shortage of experienced labor continues or worsens or we are unable to train the necessary amount
of skilled laborers, there could be an adverse impact on our labor productivity and costs and our
ability to expand production and therefore have a material adverse effect on our earnings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We have a new management team, and if they are unable to work effectively together, our
business may be harmed.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of our and ICG, Inc.&#146;s management team was hired in 2005, and the group has only been
working together for a short period of time. Moreover, several other key employees were hired in
2005. Because many of our executive officers and key employees are new and we also expect to add
additional key personnel in the near future, there is a risk that our management team will not be
able to work together effectively. If our management team is unable to work together, our
operations could be disrupted and our business harmed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our ability to operate our company effectively could be impaired if we fail to attract and
retain key personnel.</I>
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our senior management team averages 23&nbsp;years of experience in the coal industry, which
includes developing innovative, low-cost mining operations, maintaining strong customer
relationships and making strategic, opportunistic acquisitions. The loss of any of our senior
executives could have a material adverse effect on our business. There may be a limited number of
persons with the requisite experience and skills to serve in our senior management positions. We
may not be able to locate or employ qualified executives on acceptable terms. In addition, as our
business develops and expands, we believe that our future success will depend greatly on our
continued ability to attract and retain highly skilled personnel with coal industry experience.
Competition for these persons in the coal industry is intense and we may not be able to
successfully recruit, train or retain qualified personnel. We may not be able to continue to employ
key personnel or attract and retain qualified personnel in the future. Our failure to retain or
attract key personnel could have a material adverse effect on our ability to effectively operate
our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Acquisitions that we may undertake involve a number of inherent risks, any of which could
cause us not to realize the anticipated benefits.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We continually seek to expand our operations and coal reserves through acquisitions. If we are
unable to successfully integrate the companies, businesses or properties we acquire, our
profitability may decline and we could experience a material adverse effect on our business,
financial condition, or results of operations. Acquisition transactions involve various inherent
risks, including:
</DIV>

<DIV style="margin-top: 6pt">
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    <TD>uncertainties in assessing the value, strengths, and potential profitability of, and identifying the extent of all
weaknesses, risks, contingent and other liabilities (including environmental or mine safety liabilities) of,
acquisition candidates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the potential loss of key customers, management and employees of an acquired business;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the ability to achieve identified operating and financial synergies anticipated to result from an acquisition;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>problems that could arise from the integration of the acquired business; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying our
rationale for pursuing the acquisition.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any one or more of these factors could cause us not to realize the benefits anticipated to
result from an acquisition. Any acquisition opportunities we pursue could materially affect our
liquidity and capital resources and may require us to incur indebtedness, seek equity capital or
both. In addition, future acquisitions could result in our assuming more long-term liabilities
relative to the value of the acquired assets than we have assumed in our previous acquisitions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We may not be able to effectively integrate Anker and CoalQuest into our operations or realize
the expected benefits of those acquisitions.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our future success will depend largely on our ability to consolidate and effectively integrate
Anker&#146;s and CoalQuest&#146;s operations into our operations. We may not be able to do so successfully
without substantial costs, delays or other difficulties. We may face significant challenges in
consolidating functions and integrating procedures, information technology systems, personnel and
operating philosophies in a timely and efficient manner. The integration process is complex and
time consuming and may pose a number of obstacles, such as:
</DIV>

<DIV style="margin-top: 6pt">
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    <TD width="1%">&nbsp;</TD>
    <TD>the loss of key employees or customers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD>the challenge of maintaining the quality of customer service;</TD>
</TR>

</TABLE>
</DIV>
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    <TD>the need to coordinate geographically diverse operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD>retooling and reprogramming of equipment and information technology systems; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD>the resulting diversion of management&#146;s attention from our day-to-day business and the need to hire and integrate
additional management personnel to manage our expanded operations.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we are not successful in completing the integration of Anker and CoalQuest into our
operations, if the integration takes longer or is more complex or expensive than anticipated, if we
cannot operate the Anker and CoalQuest businesses as effectively as we anticipate, whether as a
result of deficiency of the acquired business or otherwise, or if the integrated businesses fail to
achieve market acceptance, our operating performance, margins, sales and reputation could be
materially adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, we may not be able to realize the expected benefits of these acquisitions. For
example, as a result of infrastructure weaknesses and short-term geologic issues at Anker, the
transition period for implementation of various operational improvements has taken longer than
originally anticipated. This extended transition has resulted in, and will continue to result in,
decreased coal production and increased production costs in the third and fourth quarters. Since
these issues are temporary in nature and recent operating performance has significantly improved,
2006 profit margins are not expected to be materially impacted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>If the value of our goodwill becomes impaired, the write-off of the impaired portion could
materially reduce the value of our assets and reduce our net income for the year in which the
write-off occurs.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When we acquire a business, we record an asset called &#145;&#145;goodwill&#146;&#146; if the amount we pay for
the business, including liabilities assumed, is in excess of the fair value of the assets of the
business we acquire. We recorded $187.7&nbsp;million of goodwill in connection with the Horizon
acquisition and will record goodwill in connection with the Anker and CoalQuest acquisitions.
Statement of Financial Accounting Standards No.&nbsp;142, &#145;&#145;Goodwill and Other Intangible Assets,&#146;&#146;
requires that goodwill be tested at least annually (absent any impairment indicators). The testing
includes comparing the fair value of each reporting unit with its carrying value. Fair value is
determined using discounted cash flows, market multiples and market capitalization. Impairment
adjustments, if any, generally are required to be recognized as operating expenses. We may have
future impairment adjustments to our recorded goodwill. Any finding that the value of our goodwill
has been impaired would require us to write-off the impaired portion, which could significantly
reduce the value of our assets and reduce our net income for the year in which the write-off
occurs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Failure to obtain or renew surety bonds in a timely manner and on acceptable terms could
affect our ability to secure reclamation and coal lease obligations, which could adversely affect
our ability to mine or lease coal.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Federal and state laws require us to obtain surety bonds to secure payment of certain
long-term obligations, such as mine closure or reclamation costs, federal and state workers&#146;
compensation costs, coal leases and other obligations. These bonds are typically renewable
annually. Surety bond issuers and holders may not continue to renew the bonds or may demand
additional collateral or other less favorable terms upon those renewals. The ability of surety bond
issuers and holders to demand additional collateral or other less favorable terms has increased as
the number of companies willing to issue these bonds has decreased over time. Our failure to
maintain, or our inability to acquire, surety bonds that are required by state and federal law
would affect our ability to secure reclamation and coal lease obligations, which could adversely
affect our ability to mine or lease coal. That failure could result from a variety of factors
including, without limitation:
</DIV>

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    <TD>lack of availability, higher expense or unfavorable market terms of new bonds;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD>restrictions on availability of collateral for current and future third-party surety bond issuers under</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD>the terms of our credit facility; and</TD>
</TR>

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    <TD>the exercise by third-party surety bond issuers of their right to refuse to renew the surety.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Failure to maintain capacity for required letters of credit could limit our ability to obtain
or renew surety bonds.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At September&nbsp;30, 2005 (pro forma for the Anker and CoalQuest acquisitions), we had $52.9
million of letters of credit in place, of which $43.0&nbsp;million serve as collateral for reclamation
surety bonds and $9.9&nbsp;million secure miscellaneous obligations. Included in the $43.0&nbsp;million
letters of credit securing collateral for reclamation surety bonds is a $10.0&nbsp;million letter of
credit related to Lexington Coal Company, LLC. As amended, our credit facility currently provides
for a $110.0&nbsp;million revolving credit facility, of which up to $75.0&nbsp;million may be used for
letters of credit. If we do not maintain sufficient borrowing capacity under our revolving credit
facility for additional letters of credit, we may be unable to obtain or renew surety bonds
required for our mining operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business requires substantial capital investment and maintenance expenditures, which we
may be unable to provide.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business strategy will require additional substantial capital investment. We require
capital for, among other purposes, managing acquired assets, acquiring new equipment, maintaining
the condition of our existing equipment and maintaining compliance with environmental laws and
regulations. To the extent that cash generated internally and cash available under our credit
facilities are not sufficient to fund capital requirements, we will require additional debt and/or
equity financing. However, this type of financing may not be available or, if available, may not be
on satisfactory terms. Future debt financings, if available, may result in increased interest and
amortization expense, increased leverage and decreased income available to fund further
acquisitions and expansion. In addition, future debt financings may limit our ability to withstand
competitive pressures and render us more vulnerable to economic downturns. If we fail to generate
or obtain sufficient additional capital in the future, we could be forced to reduce or delay
capital expenditures, sell assets or restructure or refinance our indebtedness.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our level of indebtedness and other demands on our cash resources could materially adversely
affect our ability to execute our business strategy and make us more vulnerable to economic
downturns.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of September&nbsp;30, 2005 (pro forma for the Anker and CoalQuest acquisitions), we had cash of
approximately $20.1&nbsp;million and total consolidated indebtedness, including current maturities and
capital lease obligations, of approximately $240.5&nbsp;million before application of the proceeds from
the proposed public offering. During 2005, our anticipated principal repayments will be
approximately $1.8&nbsp;million on the term loan if the term loan is not repaid with the proceeds of the
proposed public offering. Subject to the limits contained in our credit facilities, we may also
incur additional debt in the future. In addition to the principal repayments on our outstanding
debt, we have other demands on our cash resources, including, among others, capital expenditures
and operating expenses.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our credit facilities are secured by substantially all our assets. If we default under these
facilities, the lenders could choose to declare all outstanding amounts immediately due and
payable, and seek foreclosure of the assets we granted to them as collateral. If the amounts
outstanding under the credit facilities were accelerated, we may not have sufficient resources to
repay all outstanding amounts, and our assets may not be sufficient to repay all of our outstanding
debt in full. Foreclosures on any of our
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">material assets could disrupt our operations, and have a material adverse effect on our
reputation, production volume, sales and earnings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual
debt service obligations to increase significantly.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our borrowings under our credit facilities are at variable rates of interest and expose us to
interest rate risk. If interest rates increase, our debt service obligations on our variable rate
indebtedness would increase even if the amount borrowed remained the same, resulting in a decrease
in our net income. We have developed a hedging program to actively manage the risks associated with
interest rate fluctuations but our program may not effectively eliminate all of the financial
exposure associated with interest rate fluctuations. We currently have instruments in place that
have the effect of fixing the interest rate on a portion of our outstanding debt for various time
periods up to two years.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Increased consolidation and competition in the U.S. coal industry may adversely affect our
ability to retain or attract customers and may reduce domestic coal prices.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the last several years, the U.S. coal industry has experienced increased consolidation,
which has contributed to the industry becoming more competitive. According to the EIA, in 1995, the
top ten coal producers accounted for approximately 50% of total domestic coal production. By 2003,
however, the top ten coal producers&#146; share had increased to approximately 63% of total domestic
coal production. Consequently, many of our competitors in the domestic coal industry are major coal
producers who have significantly greater financial resources than us. The intense competition among
coal producers may impact our ability to retain or attract customers and may therefore adversely
affect our future revenues and profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The demand for U.S. coal exports is dependent upon a number of factors outside of our control,
including the overall demand for electricity in foreign markets, currency exchange rates, ocean
freight rates, the demand for foreign-produced steel both in foreign markets and in the U.S. market
(which is dependent in part on tariff rates on steel), general economic conditions in foreign
countries, technological developments and environmental and other governmental regulations. If
foreign demand for U.S. coal were to decline, this decline could cause competition among coal
producers in the United States to intensify, potentially resulting in additional downward pressure
on domestic coal prices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our ability to collect payments from our customers could be impaired if their creditworthiness
deteriorates.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to receive payment for coal sold and delivered depends on the continued
creditworthiness of our customers. Our customer base is changing with deregulation as utilities
sell their power plants to their non-regulated affiliates or third parties that may be less
creditworthy, thereby increasing the risk we bear on payment default. These new power plant owners
may have credit ratings that are below investment grade. In addition, competition with other coal
suppliers could force us to extend credit to customers and on terms that could increase the risk we
bear on payment default.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have contracts to supply coal to energy trading and brokering companies under which those
companies sell coal to end users. During 2004 and continuing in 2005, the creditworthiness of the
energy trading and brokering companies with which we do business declined, increasing the risk that
we may not be able to collect payment for all coal sold and delivered to or on behalf of these
energy trading and brokering companies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Defects in title or loss of any leasehold interests in our properties could limit our ability
to conduct mining operations on these properties or result in significant unanticipated costs.</I>
</DIV>

<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We conduct a significant part of our mining operations on properties that we lease. A title
defect or the loss of any lease upon expiration of its term, upon a default or otherwise, could
adversely affect our ability to mine the associated reserves and/or process the coal that we mine.
Title to most of our owned or leased properties and mineral rights is not usually verified until we
make a commitment to develop a property, which may not occur until after we have obtained necessary
permits and completed exploration of the property. In some cases, we rely on title information or
representations and warranties provided by our lessors or grantors. Our right to mine some of our
reserves has in the past been, and may again in the future be, adversely affected if defects in
title or boundaries exist or if a lease expires. Any challenge to our title or leasehold interests
could delay the exploration and development of the property and could ultimately result in the loss
of some or all of our interest in the property. Mining operations from time to time may rely on an
expired lease that we are unable to renew. From time to time we also may be in default with respect
to leases for properties on which we have mining operations. In such events, we may have to close
down or significantly alter the sequence of such mining operations which may adversely affect our
future coal production and future revenues. If we mine on property that we do not own or lease, we
could incur liability for such mining. Also, in any such case, the investigation and resolution of
title issues would divert management&#146;s time from our business and our results of operations could
be adversely affected. Additionally, if we lose any leasehold interests relating to any of our
preparation plants, we may need to find an alternative location to process our coal and load it for
delivery to customers, which could result in significant unanticipated costs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to obtain leases or mining contracts to conduct our mining operations on property
where these defects exist, we may in the future have to incur unanticipated costs. In addition, we
may not be able to successfully negotiate new leases or mining contracts for properties containing
additional reserves, or maintain our leasehold interests in properties where we have not commenced
mining operations during the term of the lease. Some leases have minimum production requirements.
Failure to meet those requirements could result in losses of prepaid royalties and, in some rare
cases, could result in a loss of the lease itself.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our work force could become unionized in the future, which could adversely affect the
stability of our production and reduce our profitability.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of our coal production is from mines operated by union-free employees. However, our
subsidiaries&#146; employees have the right at any time under the National Labor Relations Act to form
or affiliate with a union. If the terms of a union collective bargaining agreement are
significantly different from our current compensation arrangements with our employees, any
unionization of our subsidiaries&#146; employees could adversely affect the stability of our production
and reduce our profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our ability and the ability of some of our subsidiaries to engage in some business
transactions or to pursue our business strategy may be limited by the terms of our debt.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our credit facilities contain a number of financial covenants requiring us to meet financial
ratios and financial condition tests, as well as covenants restricting our ability to:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>incur additional debt;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>pay dividends on, redeem or repurchase capital stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>allow our subsidiaries to issue new stock to any person other than us or any of our other subsidiaries;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>make investments;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>make acquisitions;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>incur or permit to exist liens;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into transactions with affiliates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>guarantee the debt of other entities, including joint ventures;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>merge or consolidate or otherwise combine with another company; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><Font style="font-family: Wingdings">&#373;</Font></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>transfer or sell a material amount of our assets outside the ordinary course of business.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These covenants could adversely affect our ability to finance our future operations or capital
needs or to execute preferred business strategies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to borrow under our credit facilities will depend upon our ability to comply with
these covenants and our borrowing base requirements. Our ability to meet these covenants and
requirements may be affected by events beyond our control and we may not meet these obligations.
Our failure to comply with these covenants and requirements could result in an event of default
under our credit facilities that, if not cured or waived, could terminate our ability to borrow
further, permit acceleration of the relevant debt and permit foreclosure on any collateral granted
as security under our credit facilities. If our indebtedness is accelerated, we may not be able to
repay our debt or borrow sufficient funds to refinance it. Even if we were able to obtain new
financing, it may not be on commercially reasonable terms, on terms that are acceptable to us, or
at all. If our debt is in default for any reason, our business, financial condition and results of
operations could be materially and adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to limitations on capital expenditures under our revolving credit facility
as set forth in the table below. Because of these limitations, we may not be able to pursue our
business strategy to replace our aging equipment fleet, develop additional mines or pursue
additional acquisitions.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2"><B>Prior to a</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2"><B>After a</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Period</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2"><B>&#145;&#145;Successful IPO&#146;&#146;(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2"><B>''Successful IPO''(1)</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">

<TD><DIV style="margin-left:15px; text-indent:-15px">January&nbsp;1,
2005 &#151; December&nbsp;31, 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">155,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">175,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px">January&nbsp;1, 2006 &#151; December&nbsp;31, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">180,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">200,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">

<TD><DIV style="margin-left:15px; text-indent:-15px">January&nbsp;1, 2007 &#151; December&nbsp;31, 2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">255,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">350,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px">January&nbsp;1, 2008 &#151; December&nbsp;31, 2008</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">125,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">315,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">

<TD><DIV style="margin-left:15px; text-indent:-15px">January&nbsp;1, 2009 &#151; December&nbsp;31, 2009</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">75,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">125,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px">January&nbsp;1,
2010 &#151; Final Maturity Date</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">85,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">125,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top" style="font-size: 10pt">
    <TD colspan="3"><B>(1)&nbsp;A &#145;&#145;Successful IPO&#146;&#146; is defined to mean a public offering with at least $250&nbsp;million in gross proceeds.</B></TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>If our business does not generate sufficient cash for operations, we may not be able to repay
our indebtedness.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to pay principal and interest on and to refinance our debt depends upon the
operating performance of our subsidiaries, which will be affected by, among other things, general
economic, financial, competitive, legislative, regulatory and other factors, some of which are
beyond our control. In particular, economic conditions could cause the price of coal to fall, our
revenue to decline, and hamper our ability to repay our indebtedness.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business may not generate sufficient cash flow from operations and future borrowings may
not be available to us under our new credit facility or otherwise in an amount sufficient to enable
us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a
portion of our
</DIV>


<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on
commercially reasonable terms, on terms acceptable to us or at all.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating To Government Regulation</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Extensive government regulations impose significant costs on our mining operations, and future
regulations could increase those costs or limit our ability to produce and sell coal.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The coal mining industry is subject to increasingly strict regulation by federal, state and
local authorities with respect to matters such as:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limitations on land use;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>employee health and safety;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>mandated benefits for retired coal miners;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>mine permitting and licensing requirements;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>reclamation and restoration of mining properties after mining is completed;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>air quality standards;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>water pollution;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>protection of human health, plantlife and wildlife;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the discharge of materials into the environment;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>surface subsidence from underground mining; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effects of mining on groundwater quality and availability.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In particular, federal and state statutes require us to restore mine property in accordance
with specific standards and an approved reclamation plan, and require that we obtain and
periodically renew permits for mining operations. If we do not make adequate provisions for all
expected reclamation and other costs associated with mine closures, it could harm our future
operating results. In addition, state and federal regulations impose strict standards for
particulate matter emissions which may restrict our ability to develop new mines or could require
us to modify our existing operations and increase our costs of doing business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Federal and state safety and health regulation in the coal mining industry may be the most
comprehensive and pervasive system for protection of employee safety and health affecting any
segment of the U.S. industry. It is costly and time-consuming to comply with these requirements and
new regulations or orders may materially adversely affect our mining operations or cost structure,
any of which could harm our future results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under federal law, each coal mine operator must secure payment of federal black lung benefits
to claimants who are current and former employees and contribute to a trust fund for the payment of
benefits and medical expenses to claimants who last worked in the coal industry before July&nbsp;1973.
The trust fund is funded by an excise tax on coal production. If this tax increases, or if we could
no longer pass it on to the purchaser of our coal under many of our long-term sales contracts, it
could increase our operating costs and harm our results. New regulations that took effect in 2001
could significantly increase our costs with contesting and paying black lung claims. If new laws or
regulations increase the number and award size of claims, it could substantially harm our business.
</DIV>

<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The costs, liabilities and requirements associated with these and other regulations may be
costly and time-consuming and may delay commencement or continuation of exploration or production
operations. Failure to comply with these regulations may result in the assessment of
administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs
and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation
of permits and other enforcement measures that could have the effect of limiting production from
our operations. We may also incur costs and liabilities resulting from claims for damages to
property or injury to persons arising from our operations. We must compensate employees for
work-related injuries. If we do not make adequate provisions for our workers&#146; compensation
liabilities, it could harm our future operating results. If we are pursued for these sanctions,
costs and liabilities, our mining operations and, as a result, our profitability could be adversely
affected. See &#145;&#145;Environmental and other regulatory matters.&#146;&#146;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The possibility exists that new legislation and/or regulations and orders may be adopted that
may materially adversely affect our mining operations, our cost structure and/or our customers&#146;
ability to use coal. New legislation or administrative regulations (or new judicial interpretations
or administrative enforcement of existing laws and regulations), including proposals related to the
protection of the environment that would further regulate and tax the coal industry, may also
require us or our customers to change operations significantly or incur increased costs. These
regulations, if proposed and enacted in the future, could have a material adverse effect on our
financial condition and results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Mining in Northern and Central Appalachia is more complex and involves more regulatory
constraints than mining in the other areas, which could affect the mining operations and cost
structures of these areas.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The geological characteristics of Northern and Central Appalachian coal reserves, such as
depth of overburden and coal seam thickness, make them complex and costly to mine. As mines become
depleted, replacement reserves may not be available when required or, if available, may not be
capable of being mined at costs comparable to those characteristic of the depleting mines. In
addition, as compared to mines in the Powder River Basin, permitting, licensing and other
environmental and regulatory requirements are more costly and time-consuming to satisfy. These
factors could materially adversely affect the mining operations and cost structures of, and
customers&#146; ability to use coal produced by, our mines in Northern and Central Appalachia.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Judicial rulings that restrict disposal of mining wastes could significantly increase our
operating costs, discourage customers from purchasing our coal and materially harm our financial
condition and operating results.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In our surface mining operations, we use mountaintop removal mining wherever feasible because
it allows us to recover more tons of coal per acre and facilitates the permitting of larger
projects, which allows mining to continue over a longer period of time than would be the case using
other mining methods. To dispose of mining waste generated by mountaintop removal operations, as
well as other mining operations, we obtain permits to construct and operate valley fills and
surface impoundments. Some of these permits are &#145;&#145;nationwide&#146;&#146; permits (as opposed to individual
permits) issued by the Army Corps of Engineers, or ACOE, for dredging and filling in streams and
wetlands. Several citizens groups sued the ACOE in the West Virginia
seeking to invalidate authorizations under Nationwide Permit&nbsp;21.
Although the lower court enjoined the issuance of future
authorizations under Nationwide Permit&nbsp;21, that decision was
overturned by the Fourth Circuit Court of Appeals, which concluded
that the ACOE complied with the Clean Water Act in promulgating
Nationwide Permit&nbsp;21. A similar lawsuit filed in federal court in Kentucky
remains pending. We cannot predict the final outcome of this lawsuit. If mining methods at
issue are limited or prohibited, it could significantly increase our operational costs, make it
more difficult to economically recover a significant portion of our reserves and
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">lead to a material adverse effect on our financial condition and results of operation. We may not be able to increase
the price we charge for coal to cover higher production costs without reducing customer demand for
our coal.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We may be unable to obtain and renew permits necessary for our operations, which would reduce
our production, cash flow and profitability.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mining companies must obtain numerous permits that impose strict regulations on various
environmental and safety matters in connection with coal mining. These include permits issued by
various federal and state agencies and regulatory bodies. The permitting rules are complex and may
change over time, making our ability to comply with the applicable requirements more difficult or
even impossible, thereby precluding continuing or future mining operations. Private individuals and
the public have certain rights to comment upon and otherwise engage in the permitting process,
including through court intervention. Accordingly, the permits we need may not be issued,
maintained or renewed, or may not be issued or renewed in a timely fashion, or may involve
requirements that restrict our ability to conduct our mining operations. An inability to conduct
our mining operations pursuant to applicable permits would reduce our production, cash flow, and
profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>If the assumptions underlying our reclamation and mine closure obligations are materially
inaccurate, we could be required to expend greater amounts than anticipated.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Surface Mining Control and Reclamation Act of 1977, or SMCRA, establishes operational,
reclamation and closure standards for all aspects of surface mining as well as most aspects of deep
mining. Estimates of our total reclamation and mine-closing liabilities are based upon permit
requirements and our engineering expertise related to these requirements. The estimate of ultimate
reclamation liability is reviewed periodically by our management and engineers. The estimated
liability can change significantly if actual costs vary from assumptions or if governmental
regulations change significantly. We adopted Statement of Financial Accounting Standard No.&nbsp;143,
&#145;&#145;Accounting for Asset Retirement Obligations&#146;&#146; (&#145;&#145;Statement No.&nbsp;143&#146;&#146;) effective January&nbsp;1, 2003.
Statement No.&nbsp;143 requires that retirement obligations be recorded as a liability based on fair
value, which is calculated as the present value of the estimated future cash flows. In estimating
future cash flows, we considered the estimated current cost of reclamation and applied inflation
rates and a third-party profit, as necessary. The third-party profit is an estimate of the
approximate markup that would be charged by contractors for work performed on behalf of us. The
resulting estimated reclamation and mine closure obligations could change significantly if actual
amounts change significantly from our assumptions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our operations may substantially impact the environment or cause exposure to hazardous
materials, and our properties may have significant environmental contamination, any of which could
result in material liabilities to us.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We use, and in the past have used, hazardous materials and generate, and in the past have
generated, hazardous wastes. In addition, many of the locations that we own or operate were used
for coal mining and/or involved hazardous materials usage either before or after we were involved
with those locations. We may be subject to claims under federal and state statutes, and/or common
law doctrines, for toxic torts, natural resource damages, and other damages as well as the
investigation and clean up of soil, surface water, groundwater, and other media. Such claims may
arise, for example, out of current or former activities at sites that we own or operate currently,
as well as at sites that we or predecessor entities owned or operated in the past, and at
contaminated sites that have always been owned or operated by third parties. Our liability for such
claims may be joint and several, so that we may be held responsible for more than our share of the
remediation costs or other damages, or even for the entire share. We have from time to time been
subject to claims arising out of contamination at our own and other facilities and may incur such
liabilities in the future.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mining operations can also impact flows and water quality in surface water bodies and remedial
measures may be required, such as lining of stream beds, to prevent or minimize such impacts. We
are currently involved with state environmental authorities concerning impacts or alleged impacts
of our mining operations on water flows in several surface streams. We are studying, or addressing,
those impacts and we have not finally resolved those matters. Many of our mining operations take
place in the vicinity of streams, and similar impacts could be asserted or identified at other
streams in the future. The costs of our efforts at the streams we are currently addressing, and at
any other streams that may be identified in the future, could be significant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We maintain extensive coal slurry impoundments at a number of our mines. Such impoundments are
subject to regulation. Slurry impoundments maintained by other coal mining operations have been
known to fail, releasing large volumes of coal slurry. Structural failure of an impoundment can
result in extensive damage to the environment and natural resources, such as bodies of water that
the coal slurry reaches, as well as liability for related personal injuries and property damages,
and injuries to wildlife. Some of our impoundments overlie mined out areas, which can pose a
heightened risk of failure and of damages arising out of failure. We have commenced measures to
modify our method of operation at one surface impoundment containing slurry wastes in order to
reduce the risk of releases to the environment from it, a process that will take several years to
complete. If one of our impoundments were to fail, we could be subject to substantial claims for
the resulting environmental contamination and associated liability, as well as for fines and
penalties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These and other impacts that our operations may have on the environment, as well as exposures
to hazardous substances or wastes associated with our operations and environmental conditions at
our properties, could result in costs and liabilities that would materially and adversely affect
us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Extensive environmental regulations affect our customers and could reduce the demand for coal
as a fuel source and cause our sales to decline.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Clean Air Act and similar state and local laws extensively regulate the amount of sulfur
dioxide, particulate matter, nitrogen oxides, and other compounds emitted into the air from coke
ovens and electric power plants, which are the largest end-users of our coal. Such regulations will
require significant emissions control expenditures for many coal-fired power plants to comply with
applicable ambient air quality standards. As a result, these generators may switch to other fuels
that generate less of these emissions, possibly reducing future demand for coal and the
construction of coal-fired power plants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Federal Clean Air Act, including the Clean Air Act Amendments of 1990, and corresponding
state laws that regulate emissions of materials into the air affect coal mining operations both
directly and indirectly. Measures intended to improve air quality that reduce coal&#146;s share of the
capacity for power generation could diminish our revenues and harm our business, financial
condition and results of operations. The price of higher sulfur coal may decrease as more
coal-fired utility power plants install additional pollution control equipment to comply with
stricter sulfur dioxide emission limits, which may reduce our revenues and harm our results. In
addition, regulatory initiatives including the nitrogen oxide rules, new ozone and particulate
matter standards, regional haze regulations, new source review, regulation of mercury emissions,
and legislation or regulations that establish restrictions on greenhouse gas emissions or provide
for other multiple pollutant reductions could make coal a less attractive fuel to our utility
customers and substantially reduce our sales.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Various new and proposed laws and regulations may require further reductions in emissions from
coal- fired utilities. For example, under the Clean Air Interstate Rule issued in March&nbsp;2005, the
U.S. Environmental Protection Agency, or EPA, has further regulated sulfur dioxide and nitrogen
oxides from coal-fired power plants. Among other things, in affected states, the rule mandates
reductions in sulfur dioxide emissions by approximately 45% below 2003 levels by 2010, and by
approximately 57% below
</DIV>

<P align="center" style="font-size: 10pt">20
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">2003 levels by 2015. The stringency of this cap may require many coal-fired
sources to install additional pollution control equipment, such as wet scrubbers. Installation of
additional pollution control equipment required by this proposed rule could result in a decrease in
the demand for low sulfur coal (because sulfur would be removed by the new equipment), potentially
driving down prices for low sulfur coal. In March&nbsp;2005, the EPA also adopted the Clean Air Mercury
Rule to control mercury emissions from power plants, which could require coal-fired power plants to
install new pollution controls or comply with a mandatory, declining cap on the total mercury
emissions allowed from coal-fired power plants nationwide. Both of
these are subject to administrative reconsideration and judicial
challenge. The Clean Air Mercury rule has also been subject to challenge in Congress. These and other future standards could have
the effect of making the operation of coal-fired plants less profitable, thereby decreasing demand
for coal. The majority of our coal supply agreements contain provisions that allow a purchaser to
terminate its contract if legislation is passed that either restricts the use or type of coal
permissible at the purchaser&#146;s plant or results in specified increases in the cost of coal or its
use.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There have been several recent proposals in Congress, including the Clear Skies Initiative,
that are designed to further reduce emissions of sulfur dioxide, nitrogen oxides and mercury from
power plants, and certain ones could regulate additional air pollutants. If such initiatives are
enacted into law, power plant operators could choose fuel sources other than coal to meet their
requirements, thereby reducing the demand for coal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A regional haze program initiated by the EPA to protect and to improve visibility at and
around national parks, national wilderness areas and international parks restricts the construction
of new coal- fired power plants whose operation may impair visibility at and around federally
protected areas, and may require some existing coal-fired power plants to install additional
control measures designed to limit haze-causing emissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One major by-product of burning coal is carbon dioxide, which is considered a greenhouse gas
and is a major source of concern with respect to global warming. The Kyoto Protocol to the 1992
Framework Convention on Global Climate Change, which establishes a binding set of emission targets
for greenhouse gases, became binding on ratifying countries on February&nbsp;16, 2005. Four
industrialized nations have refused to ratify the Kyoto Protocol &#151; Australia, Liechtenstein,
Monaco and the United States. Although the targets vary from country to country, if the United
States were to ratify the Kyoto Protocol, our nation would be required to reduce greenhouse gas
emissions to 93% of 1990 levels in a series of phased reductions from 2008 to 2012.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Future regulation of greenhouse gases in the United States could occur pursuant to future U.S.
treaty obligations, statutory or regulatory changes under the Clean Air Act, or otherwise. The Bush
Administration has proposed a package of voluntary emission reductions for greenhouse gases which
provide for certain incentives if targets are met. Some states, such as Massachusetts, have already
issued regulations regulating greenhouse gas emissions from large power plants. Further, in 2002,
the Conference of New England Governors and Eastern Canadian Premiers adopted a Climate Change
Action Plan, calling for reduction in regional greenhouse emissions to 1990 levels by 2010, and a
further reduction of at least 10% below 1990 levels by 2020. Increased efforts to control
greenhouse gas emissions, including the future ratification of the Kyoto Protocol by the United
States, could result in reduced demand for our coal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating To Our Common Stock</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We may be unable to provide the required financial information in a timely and reliable
manner.</I>
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our current operations consist primarily of the assets of our predecessor, Horizon, and the
Anker and CoalQuest businesses that we have acquired, each of which had different historical
operating, financial, accounting and other systems. Due to our rapid growth and limited history
operating, our acquired operations as an integrated business, and our internal controls and
procedures do not currently meet all the standards applicable to public companies, including those
contemplated by Section&nbsp;404 of the Sarbanes-Oxley Act of 2002, as well as rules and regulations
enacted by the Securities and Exchange Commission. Areas of deficiency in our internal controls
requiring improvement include documentation of controls and procedures, insufficient experience in
public company accounting and periodic reporting matters among our financial and accounting staff.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our management may not be able to effectively and timely implement controls and procedures
that adequately respond to the increased regulatory compliance and reporting requirements that will
be applicable to us as a public company. If we are not able to implement the requirements of
Section&nbsp;404 in a timely manner or with adequate compliance, our independent auditors may not be
able to attest to the adequacy of our internal controls over financial reporting. This result may
subject us to adverse regulatory consequences, and there could also be a negative reaction in the
financial markets due to a loss of confidence in the reliability of our financial statements. We
could also suffer a loss of confidence in the reliability of our financial statements if our
auditors report a material weakness in our internal controls. In addition, if we fail to develop
and maintain effective controls and procedures, we may be unable to provide the required financial
information in a timely and reliable manner or otherwise comply with the standards applicable to us
as a public company. Any failure by us to timely provide the required financial information could
materially and adversely impact our financial condition and the market value of our securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our stock price may be extremely volatile, and you may not be able to resell your shares at or
above the public offering price.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There has been significant volatility in the market price and trading volume of equity
securities, which is unrelated to the financial performance of the companies issuing the
securities. These broad market fluctuations may negatively affect the market price of our common
stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some specific factors that may have a significant effect on our common stock market price
include:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>actual or anticipated fluctuations in our operating results or future prospects;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the public&#146;s reaction to our press releases, our other public announcements and our filings with the SEC;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>strategic actions by us or our competitors, such as acquisitions or restructurings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>new laws or regulations or new interpretations of existing laws or regulations applicable to our business;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in accounting standards, policies, guidance, interpretations or principles;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>conditions of the coal industry as a result of changes in financial markets or general economic conditions, including
those resulting from war, incidents of terrorism and responses to such events;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sales of common stock by us or members of our management team; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in stock market analyst recommendations or earnings estimates regarding our common stock, other comparable
companies or the coal industry generally.</TD>
</TR>



</TABLE>
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot predict the extent to which investor interest in our company will lead to the
development of an active trading market on The New York Stock Exchange or otherwise or how liquid
that market might become. If an active trading market does not develop, you may have difficulty
selling any of our common stock that you buy. Consequently, you may not be able to sell our common
stock at prices equal to or greater than the price you paid for your shares of common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Anti-takeover provisions in our charter documents and Delaware corporate law may make it
difficult for our stockholders to replace or remove our current board of directors and could deter
or delay third-parties from acquiring us, which may adversely affect the marketability and market
price of our common stock.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provisions in our amended and restated certificate of incorporation and bylaws and in Delaware
corporate law may make it difficult for stockholders to change the composition of our board of
directors in any one year, and thus prevent them from changing the composition of management. In
addition, the same provisions may make it difficult and expensive for a third-party to pursue a
tender offer, change in control or takeover attempt that is opposed by our management and board of
directors. Public stockholders who might desire to participate in this type of transaction may not
have an opportunity to do so. These anti-takeover provisions could substantially impede the ability
of public stockholders to benefit from a change in control or change our management and board of
directors and, as a result, may adversely affect the marketability and market price of our common
stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to the anti-takeover provisions of Section&nbsp;203 of the Delaware General
Corporation Law. Under these provisions, if anyone becomes an &#145;&#145;interested stockholder,&#146;&#146; we may
not enter into a &#145;&#145;business combination&#146;&#146; with that person for three years without special
approval, which could discourage a third party from making a takeover offer and could delay or
prevent a change of control. For purposes of Section&nbsp;203, &#145;&#145;interested stockholder&#146;&#146; means,
generally, someone owning more than 15% or more of our outstanding voting stock or an affiliate of
ours that owned 15% or more of our outstanding voting stock during the past three years, subject to
certain exceptions as described in Section&nbsp;203.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under any change of control, the lenders under our credit facilities would have the right to
require us to repay all of our outstanding obligations under the facility.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>There may be circumstances in which the interests of our major stockholders could be in
conflict with your interests as a stockholder.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Funds
sponsored by WLR will own in excess of 10% of our common stock. Circumstances may occur
in which WLR or other major investors may have an interest in pursuing acquisitions, divestitures
or other transactions, including among other things, taking advantage of certain corporate
opportunities that, in their judgment, could enhance their investment in us or another company in
which they invest. These transactions might invoke risks to our other holders of common stock or
adversely affect us or other investors, including investors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may from time to time engage in transactions with related parties and affiliates that
include, among other things, business arrangements, lease arrangements for certain coal reserves
and the payment of fees or commissions for the transfer of coal reserves by one operating company
to another. These transactions, if any, may adversely affect our sales volumes, margins and
earnings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>If our stockholders sell substantial amounts of our common stock, the market price of our
common stock may decline.</I>
</DIV>

<P align="center" style="font-size: 10pt">23
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under a registration rights agreement that we entered into with certain of our existing
stockholders, certain of our stockholders have &#145;&#145;demand&#146;&#146; and &#145;&#145;piggyback&#146;&#146; registration rights in
connection future offerings of our common stock. &#145;&#145;Demand&#146;&#146; rights enable the holders to demand
that their shares of common stock be registered and may require us to file a registration statement
under the Securities Act at our expense. &#145;&#145;Piggyback&#146;&#146; rights require us to provide notice to the
relevant holders of our stock if we propose to register any of our securities under the Securities
Act and grant such holders the right to include their shares in our registration statement. We have
also granted &#145;&#145;piggyback&#146;&#146; registration rights to the former Anker and CoalQuest holders who
received shares of our common stock in the Anker and CoalQuest acquisitions. As restrictions on
resale end, our stock price could drop significantly if the holders of these restricted shares sell
them or the market perceives they intend to sell them. These sales may also make it more difficult
for us to sell securities in the future at a time and at a price we deem appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The requirements of being a public company may strain our resources and distract management.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the reorganization, we became subject to the reporting requirements of the
Securities Exchange Act of 1934 and the Sarbanes-Oxley Act. These requirements may place a strain
on our people, systems and resources. The Exchange Act requires that we file annual, quarterly and
current reports with respect to our business and financial condition. The Sarbanes-Oxley Act
requires that we maintain effective disclosure controls and procedures and internal controls over
financial reporting. In order to maintain and improve the effectiveness of our disclosure controls
and procedures and internal controls over financial reporting, significant resources and management
oversight will be required. This may divert management&#146;s attention from other business concerns. As
a result of becoming a public company, our costs will increase as a result of having to comply with
the Exchange Act, the Sarbanes-Oxley Act and The New York Stock Exchange listing requirements,
which will require us, among other things, to establish an internal audit function.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will incur incremental costs not reflected in our historical financial statements as a
result of these increased regulatory compliance and reporting requirements, including increased
auditing and legal fees. We also will need to hire additional accounting and administrative staff
with experience managing public companies. Moreover, the standards that are applicable to us as a
public company could make it more difficult and expensive for us to attract and retain qualified
members of our board of directors and qualified executive officers. We also anticipate that the
regulations related to the Sarbanes-Oxley Act will make it more difficult and more expensive for us
to obtain director and officer liability insurance, and we may be required to accept reduced
coverage or incur substantially higher costs to obtain coverage.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We may not pay dividends for the foreseeable future.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may retain any future earnings to support the development and expansion of our business or
make additional payments under our credit facilities and, as a result, we may not pay cash
dividends in the foreseeable future. Our payment of any future dividends will be at the discretion
of our board of directors after taking into account various factors, including our financial
condition, operating results, cash needs, growth plans and the terms of any credit agreements that
we may be a party to at the time. Our credit facilities limit us from paying cash dividends or
other payments or distributions with respect to our capital stock in excess of certain limitations.
In addition, the terms of any future credit agreement may contain similar restrictions on our
ability to pay any dividends or make any distributions or payments with respect to our capital
stock. Accordingly, investors must rely on sales of their common stock after price appreciation,
which may never occur, as the only way to realize their investment.
</DIV>

<P align="center" style="font-size: 10pt">24
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the sale of the Shares covered by this prospectus.
While we will receive sums upon the exercise of options by the Selling Stockholders, we currently
have no plans for their application, other than for general corporate purposes. We cannot assure
you that any such options will be exercised.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DILUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because any selling stockholders who offer and sell shares covered by this prospectus may do
so at various times, at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions, we have not included in this prospectus
information about the dilution (if any) to the public arising from these sales.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to Shares that are being registered for reoffers and resales by
Selling Stockholders who have acquired or may acquire Shares pursuant to each of the Plans. The
Selling Stockholders may resell any or all of the Shares at any time they choose while this
prospectus is effective.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive officers and directors, their family members, trusts for their benefit, or entities
that they own, that acquire common stock under the Plans may be added to the Selling Stockholder
list below by a prospectus supplement filed with the Commission. The number of Shares to be sold
by any Selling Stockholder under this prospectus also may be increased or decreased by a prospectus
supplement. Although a person&#146;s name is included in the table below, neither that person nor we
are making an admission that the named person is our &#147;affiliate.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Selling Stockholders is an employee or director of the Company. The following
table sets forth:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">

<TD width="1%" nowrap align="left"><B><FONT face="Wingdings">&#119;</FONT></B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the name and principal position or positions over the past three
years with the Company of each Selling Stockholder; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#119;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the number of shares of common stock each Selling Stockholder
beneficially owned as of November&nbsp;30, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that any of the Selling Stockholders will sell any or all of the shares
offered by them under this Registration Statement. The address of each Selling Stockholder is c/o
International Coal Group, Inc., 2000 Ashland Drive, Ashland, Kentucky 41101.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Beneficially Owned</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>as of November 30, 2005</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Position</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Percent</B><SUP style="font-size: 85%; vertical-align: text-top"><B>(1)</B></SUP></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Bennett K. Hatfield</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">379,763<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>

    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">William D. Campbell</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Treasurer</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">56,250<SUP style="font-size: 85%; vertical-align: text-top">(3)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Secretary</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Phillip Michael Hardesty</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President,</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">50,000<SUP style="font-size: 85%; vertical-align: text-top">(4)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Sales and Marketing</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Oren Eugene Kitts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President,</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">62,500<SUP style="font-size: 85%; vertical-align: text-top">(5)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Mining Services</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Samuel R. Kitts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President,</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">62,500<SUP style="font-size: 85%; vertical-align: text-top">(6)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">West Virginia and</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Maryland Operations</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">25
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Beneficially Owned</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>as of November 30, 2005</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Position</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Percent</B><SUP style="font-size: 85%; vertical-align: text-top"><B>(1)</B></SUP></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Roger L. Nicholson</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">62,500<SUP style="font-size: 85%; vertical-align: text-top">(7)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">General Counsel</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">William Scott Perkins</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President, Kentucky</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">62,500<SUP style="font-size: 85%; vertical-align: text-top">(8)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Illinois Operations</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Charles G. Snavely</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Planning</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">50,000<SUP style="font-size: 85%; vertical-align: text-top">(9)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Acquisitions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Less that 1%</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Applicable percentage of ownership is based on 107,230,999 shares of our common
stock issued and outstanding as of September&nbsp;30, 2005 and does not include shares
issuable in connection with the Anker and CoalQuest acquisitions.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.&nbsp;Hatfield&#146;s
options to purchase 79,763 shares of common stock that are presently exercisable or
exercisable within the next 60&nbsp;days. Includes 93,750 shares of common stock and
206,250 unvested shares of restricted common stock, which have voting, dividend and
other distribution rights. Excludes options to purchase 239,289 shares of common stock
that are presently unexercisable and unexercisable within the next 60&nbsp;days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.&nbsp;Campbell&#146;s
options to purchase 11,250 shares of common stock that are presently exercisable or
exercisable within the next 60&nbsp;days. Includes 11,250 shares of common stock and 33,750
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 33,750 shares of common stock that
are presently unexercisable and unexercisable within the next 60&nbsp;days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.&nbsp;Hardesty&#146;s
options to purchase 10,000 shares of common stock that are presently exercisable or
exercisable within the next 60&nbsp;days. Includes 10,000 shares of common stock and 30,000
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 30,000 shares of common stock that
are presently unexercisable and unexercisable within the next 60&nbsp;days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.&nbsp;Kitts&#146;
options to purchase 12,500 shares of common stock that are presently exercisable or
exercisable within the next 60&nbsp;days. Includes 12,500 shares of common stock and 37,500
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 37,500 shares of common stock that
are presently unexercisable and unexercisable within the next 60&nbsp;days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.&nbsp;Kitts&#146;
options to purchase 12,500 shares of common stock that are presently exercisable or
exercisable within the next 60&nbsp;days. Includes 12,500 shares of common stock and 37,500
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 37,500 shares of common stock that
are presently unexercisable and unexercisable within the next 60&nbsp;days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.
Nicholson&#146;s options to purchase 12,500 shares of common stock that are presently
exercisable or exercisable within the next 60&nbsp;days. Includes 93,750 shares of common
stock and 206,250 unvested shares of restricted common stock, which have voting,
dividend and other distribution rights. Excludes options to purchase 37,500 shares of
common stock that are presently unexercisable and unexercisable within the next 60
days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.&nbsp;Perkins&#146;
options to purchase 12,500 shares of common stock that are presently exercisable or
exercisable within the next 60&nbsp;days. Includes 12,500 shares of common stock and 37,500
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 37,500 shares of common stock that
are presently unexercisable and unexercisable within the next 60&nbsp;days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>The amount of securities reported as beneficially owned includes Mr.&nbsp;Hatfield&#146;s
options to purchase 10,000 shares of common stock that are presently exercisable or
exercisable within the next 60&nbsp;days. Includes 10,000 shares of common stock and 30,000
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 30,000 shares of common stock that
are presently unexercisable and unexercisable within the next 60&nbsp;days.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">26
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders have not advised ICG of any specific plan for the sale or
distribution of the Shares. If and when they occur, such sales may be made in any of the following
manners:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="97%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-family: Symbol">&#168;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">On The New York Stock Exchange (or through the facilities of any
national securities exchange or U.S. inter-dealer quotation system
of a registered national securities association, on which the
Shares are then listed, admitted to unlisted trading privileges or
included for quotation);</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-family: Symbol">&#168;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">in public or privately negotiated transactions;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-family: Symbol">&#168;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">in transactions involving principals or brokers;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-family: Symbol">&#168;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">in a combination of such methods of sale; or</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-family: Symbol">&#168;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">any other lawful methods.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although sales of the Shares are, in general, expected to be made at market prices prevailing
at the time of sale, the Shares may also be sold at prices related to such prevailing market prices
or at negotiated prices, which may differ considerably.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When offering the Shares covered by this prospectus, each of the Selling Stockholders and any
broker-dealers who sell the Shares for the Selling Stockholders may be &#147;underwriters&#148; within the
meaning of the Securities Act, and any profits realized by such Selling Stockholders and the
compensation of such broker-dealers may be underwriting discounts and commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales through brokers may be made by any method of trading authorized by any stock exchange or
market on which the Shares may be listed, including block trading in negotiated transactions.
Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the
Shares covered by this Prospectus, either as agents for others or as principals for their own
accounts, and reselling such Shares pursuant to this Prospectus. The Selling Stockholders may
effect such transactions directly, or indirectly through underwriters, broker-dealers or agents
acting on their behalf. In connection with such sales, such broker-dealers or agents may receive
compensation in the form of commissions, concessions, allowances or discounts, any or all of which
might be in excess of customary amounts.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Selling Stockholders is acting independently of ICG in making decisions with
respect to the timing, manner and size of each sale of Shares. ICG has not been advised of any
definitive selling arrangement at the date of this prospectus between any Selling Stockholder and
any broker-dealer or agent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required, the names of any agents, broker-dealers or underwriters and applicable
commissions, concessions, allowances or discounts, and any other required information with respect
to any particular offer of the Shares by the Selling Stockholders, will be set forth in a
prospectus supplement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The expenses of preparing and filing this prospectus and the related Registration Statement
with the SEC will be paid entirely by ICG. Shares of Common Stock covered by this prospectus also
may qualify to be sold pursuant to Rule&nbsp;144 under the Securities Act, rather than pursuant to this
Prospectus. The Selling Stockholders have been advised that they are subject to the applicable
provisions of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), including
without limitation, Rule&nbsp;10b-5 thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither ICG nor the Selling Stockholders can estimate at the present time the amount of
commissions or discounts, if any, that will be paid by the Selling Stockholders on account of their
sales of the Shares from time to time.
</DIV>

<P align="center" style="font-size: 10pt">27
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the issuance of the Shares offered in this prospectus will be passed upon for
us by Jones Day, New York, New York.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The combined financial statements of Horizon NR, LLC and certain subsidiaries (&#145;&#145;Combined
Companies&#146;&#146;) as of September&nbsp;30, 2004 and December&nbsp;31, 2003, and for the period January&nbsp;1, 2004 to
September&nbsp;30, 2004, the year ended December&nbsp;31, 2003, the period May&nbsp;10, 2002 to December&nbsp;31, 2002,
and for the period January&nbsp;1, 2002 to May&nbsp;9, 2002, incorporated by reference in this prospectus has
been audited by Deloitte &#038; Touche LLP, an independent registered public accounting firm, as stated
in their reports appearing herein and elsewhere in the registration statement (which report on the
combined financial statements expresses an unqualified opinion on the financial statements and
includes explanatory paragraphs referring to (1)&nbsp;fresh start reporting as of May&nbsp;9, 2002, (2)
allocations of certain assets and expense items applicable to Horizon and subsidiaries, (3)&nbsp;the
bankruptcy filing of the Combined Companies and the fact the combined financial statements do not
include any adjustments relating to the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might result should the Combined Companies be
unable to continue as a going concern, and (4)&nbsp;referring to the restatement of the financial
statements and which report on the financial statement schedule expresses an unqualified opinion on
the financial statement schedule and includes an explanatory paragraph referring to the restatement
of the financial statement schedule) and are so incorporated by reference in reliance upon the
reports of such firm given upon their authority as experts in accounting and auditing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of ICG, Inc. and subsidiaries as of December&nbsp;31, 2004
and for period May&nbsp;13, 2004 (inception)&nbsp;to December&nbsp;31, 2004, incorporated by reference in this
prospectus has been audited by Deloitte &#038; Touche LLP, an independent registered public accounting
firm, as stated in their reports appearing in this prospectus and elsewhere in the registration
statement (which reports express an unqualified opinion on the financial statements and financial
statement schedule and which report on the financial statements includes an explanatory paragraph
referring to the restatement of the 2004 financial statements and which report on the financial
statement schedule includes an explanatory paragraph referring to the restatement of the financial
statement schedule) and are so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Anker Coal Group, Inc. and subsidiaries as of
December&nbsp;31, 2004 and for the year then ended, incorporated by reference in this prospectus have
been audited by Deloitte &#038; Touche LLP, an independent registered public accounting firm, as stated
in their report appearing herein, and are so included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of CoalQuest Development LLC as of December&nbsp;31, 2004 and for the year
then ended, incorporated by reference in this prospectus have been audited by Deloitte &#038; Touche
LLP, an independent registered public accounting firm, as stated in their report appearing herein,
and are so included in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS&#151;COAL RESERVES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The estimates of our proven and probable coal reserves referred to in this prospectus, to the
extent described or incorporated by reference in this prospectus, have been prepared by us and
reviewed by Marshall Miller &#038; Associates, Inc.
</DIV>

<P align="center" style="font-size: 10pt">28
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents have been filed by the Registrant, with the Commission and are
incorporated herein by reference:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="95%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-family: Symbol">&#168;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The prospectus filed by the Registrant pursuant to Rule&nbsp;424(a) on November&nbsp;21, 2005;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-family: Symbol">&#168;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The description of the Registrant&#146;s Common Stock contained in the registration
statement on Form&nbsp;8-A filed with the Commission on November&nbsp;18, 2005, including any
subsequently filed amendments and reports updating such description; and</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-family: Symbol">&#168;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Current Report on Form&nbsp;8-K, dated November&nbsp;22, 2005.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Registrant with the Commission pursuant to Sections&nbsp;13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, will be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed, except as
modified or superseded, to constitute a part of this registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ICG will provide to any person, including any beneficial owner of its securities, to whom this
prospectus is delivered, a copy of any or all of this information that has been incorporated by
reference in this prospectus but not delivered with this prospectus. You may make such requests at
no cost to you by writing or telephoning ICG at the following address or number:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt">International Coal Group, Inc.<BR>
2000 Ashland Drive<BR>
Ashland, Kentucky 41101<BR>
(606)&nbsp;920-7400
</DIV>

<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND ADDITIONAL INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the information requirements of the Exchange Act. Accordingly, we file
annual, quarterly and current reports, proxy statements and other information with the SEC. We
also furnish our shareholders annual reports, which include financial statements audited by our
independent registered public accounting firm, and other reports which the law requires us to send
to our shareholders. The public may read and copy any reports, proxy statements or other
information that we file with the SEC at the SEC&#146;s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet web
site at http://www.sec.gov that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also make available free of charge through our web site our annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to those
reports, as soon as reasonably practical after such material is filed with or furnished to the SEC.
Our web site address is http://www.intlcoal.com. Please note that our web site address is
provided as an inactive textual reference only. The information provided on our web site is not
part of this prospectus, and is
</DIV>

<P align="center" style="font-size: 10pt">29
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">therefore not incorporated by reference unless such information is otherwise specifically
referenced elsewhere in this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a registration statement on Form S-8 under the Securities Act with
respect to the shares offered by this reoffer prospectus. This reoffer prospectus does not contain
all of the information in the registration statement. You will find more information about us and
our common stock in the registration statement. Any statements made in this reoffer prospectus
concerning the provisions of legal documents are not necessarily complete and you should read the
documents which are filed as exhibits to the registration statement or otherwise filed with the
SEC.
</DIV>
<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEMNIFICATION OF DIRECTORS AND OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by Section&nbsp;102 of the Delaware General Corporation Law, or the DGCL, ICG&#146;s
amended and restated certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as a director.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ICG&#146;s amended and restated certificate of incorporation and bylaws also provides that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ICG must indemnify its directors and officers to the fullest extent permitted by Delaware law;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ICG may advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to
the fullest extent permitted by Delaware Law; and</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ICG may indemnify its other employees and agents to the same extent that it indemnified its officers and directors,
unless otherwise determined by its board of directors.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Section 145(a) of the DGCL, ICG may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by reason of the fact that the person
is or was a director, officer, agent or employee of ICG or is or was serving at ICG&#146;s request as a
director, officer, agent, or employee of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys&#146; fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding. Pursuant to Section 145(b) of the DGCL, the power to indemnify also applies to actions
brought by or in the right of the corporation as well, but only to the extent of defense expenses
(including attorneys&#146; fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit. Pursuant to Section&nbsp;145(b), ICG shall not indemnify
any person in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to it unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper. The power to indemnify under Sections 145(a) and (b)&nbsp;of the DGCL applies
(i)&nbsp;if such person is successful on the merits or otherwise in defense of any action, suit or
proceeding, or (ii)&nbsp;if such person acted in good faith and in a manner he reasonably believed to be
in the best interest, or not opposed to the best interest, of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;174 of the DGCL provides, among other things, that a director, who willfully or
negligently approves of an unlawful payment of dividends or an unlawful stock purchase or
redemption, may be held liable for such actions. A director who was either absent when the
unlawful actions were approved or dissented at the time, may avoid liability by causing his or her
dissent to such actions to be
</DIV>


<P align="center" style="font-size: 10pt">30
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">entered in the books containing the minutes of the meetings of the board of directors at the
time such action occurred or immediately after such absent director receives notice of the unlawful
acts. The indemnification provisions contained in ICG&#146;s amended and restated certificate of
incorporation and bylaws will not be exclusive of any other rights to which a person may be
entitled by law, agreement, vote of stockholders or disinterested directors or otherwise. In
addition, ICG will maintain insurance on behalf of its directors and executive officers insuring
them against any liability asserted against them in their capacities as directors or officers or
arising out of such status.
</DIV>



<P align="center" style="font-size: 10pt">31
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents have been filed by the Registrant, with the Commission and are
incorporated herein by reference:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The prospectus filed by the Registrant pursuant to Rule 424(a) on November&nbsp;21, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Registrant&#146;s Common Stock contained in the registration
statement on Form 8-A filed with the Commission on November&nbsp;18, 2005, including any
subsequently filed amendments and reports updating such description; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated November&nbsp;22, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Registrant with the Commission pursuant to Sections&nbsp;13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;) subsequent to the date of
this registration statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or which deregisters all securities then remaining
unsold, will be deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein will be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded will not be deemed, except as modified or superseded, to constitute a part of this
registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Item&nbsp;4. Description of Securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by Section&nbsp;102 of the Delaware General Corporation Law, or the DGCL, the
Registrant&#146;s amended and restated certificate of incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of fiduciary duty as a
director.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant&#146;s amended and restated certificate of incorporation and bylaws also
provides that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Registrant must indemnify its directors and officers to the
fullest extent permitted by Delaware law;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Registrant may advance expenses, as incurred, to its directors
and executive officers in connection with a legal proceeding to
the fullest extent permitted by Delaware Law; and</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">II-1
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Registrant may indemnify its other employees and agents to the
same extent that it indemnified its officers and directors, unless
otherwise determined by its board of directors.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Section 145(a) of the DGCL, the Registrant may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by reason of the fact that
the person is or was a director, officer, agent or employee of the Registrant or is or was serving
at the Registrant&#146;s request as a director, officer, agent, or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses, including attorneys&#146; fees,
judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding. Pursuant to Section 145(b) of the DGCL, the power
to indemnify also applies to actions brought by or in the right of the corporation as well, but
only to the extent of defense expenses (including attorneys&#146; fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or suit. Pursuant to
Section&nbsp;145(b), the Registrant shall not indemnify any person in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to it unless and only to the
extent that the Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper. The power to indemnify
under Sections 145(a) and (b)&nbsp;of the DGCL applies (i)&nbsp;if such person is successful on the merits or
otherwise in defense of any action, suit or proceeding, or (ii)&nbsp;if such person acted in good faith
and in a manner he reasonably believed to be in the best interest, or not opposed to the best
interest, of the corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;174 of the DGCL provides, among other things, that a director, who willfully or
negligently approves of an unlawful payment of dividends or an unlawful stock purchase or
redemption, may be held liable for such actions. A director who was either absent when the
unlawful actions were approved or dissented at the time, may avoid liability by causing his or her
dissent to such actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such absent director
receives notice of the unlawful acts. The indemnification provisions contained in the Registrant&#146;s
amended and restated certificate of incorporation and bylaws will not be exclusive of any other
rights to which a person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, the Registrant will maintain insurance on behalf of its
directors and executive officers insuring them against any liability asserted against them in their
capacities as directors or officers or arising out of such status.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Item&nbsp;7. Exemption from Registration Claimed.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;8. Exhibits.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit&nbsp;3.3 to the Registrant&#146;s Registration Statement No.
333-124393 on Form&nbsp;S-1, filed on October&nbsp;24, 2005).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">II-2
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit&nbsp;3.2 to
the Registrant&#146;s Registration Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on November&nbsp;9,
2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group Inc. 2005 Equity and Performance Incentive Plan (incorporated by
reference to Exhibit&nbsp;10.29 to the Registrant&#146;s Registration Statement No.&nbsp;333-124393 on Form
S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Incentive Stock
Option Agreement (incorporated by reference to Exhibit&nbsp;10.30 to the Registrant&#146;s Registration
Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Non-Qualified
Stock Option Agreement (incorporated by reference to Exhibit&nbsp;10.31 to the Registrant&#146;s
Registration Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Restricted Share
Agreement (incorporated by reference to Exhibit&nbsp;10.32 to the Registrant&#146;s Registration
Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Jones Day.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Jones Day (included as part of its opinion filed as Exhibit&nbsp;5.1 hereto).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche, LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Marshall Miller &#038; Associates, Inc.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Item&nbsp;9. Undertakings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Registrant hereby undertakes:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) to include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) to reflect in the prospectus any facts or events arising after the effective date
of this registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20
</DIV>

<P align="center" style="font-size: 10pt">II-3
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;percent change in the maximum aggregate price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective registration statement; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such
information in this registration statement;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if registration
statement is on Form 8-A, and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to Section&nbsp;13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time will be deemed to be
the initial <I>bona fide </I>offering thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant&#146;s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
registration statement will be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time will be deemed to be the initial
<I>bona fide </I>offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>&#091;Signatures on following page&#093;</B>
</DIV>


<P align="center" style="font-size: 10pt">II-4
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="114"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Ashland, State of Kentucky, on
December&nbsp;6, 2005.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">INTERNATIONAL COAL GROUP, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Bennett K. Hatfield</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Bennett K. Hatfield      &nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President, Chief Executive Officer and Director&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Bennett K. Hatfield and William D. Campbell, and each of them, with full power to act
without the others, such person&#146;s true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact
and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on
Form S-8 has been signed by the following persons in the capacities
indicated on December&nbsp;6,
2005:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR>

<TD colspan="1" valign="top" align="left" style="border-bottom: 1px solid #000000">/s/
Bennett K. Hatfield</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Chief Executive Officer and</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bennett K. Hatfield
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director (Principal Executive Officer)</TD>
</TR>

<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR>

<TD colspan="1" valign="top" align="left" style="border-bottom: 1px solid #000000">/s/
William D. Campbell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Treasurer and Secretary</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William D. Campbell&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Principal Financial and Accounting Officer)</TD>
</TR>

<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"></TD>
</TR>
<TR>

<TD colspan="1" valign="top" align="left" style="border-bottom: 1px solid #000000">/s/ Wilbur L. Ross, Jr.</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">Non-Executive Chairman and Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Wilbur L. Ross, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR>

<TD colspan="1" valign="top" align="left" style="border-bottom: 1px solid #000000">/s/
Jon R. Bauer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jon R. Bauer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<P align="center" style="font-size: 10pt">II-5
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Cynthia B. Bezik
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="1" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Cynthia B. Bezik</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William J. Catacosinos
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="1" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William J. Catacosinos</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Marcia L. Page
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="1" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Marcia L. Page</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Wendy L. Teramoto
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="1" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Wendy L. Teramoto</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">II-6
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;</B>EXHIBIT INDEX
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit&nbsp;3.3 to the Registrant&#146;s Registration Statement No.
333-124393 on Form&nbsp;S-1, filed on October&nbsp;24, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit&nbsp;3.2 to
the Registrant&#146;s Registration Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on November&nbsp;9,
2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group Inc. 2005 Equity and Performance Incentive Plan (incorporated by
reference to Exhibit&nbsp;10.29 to the Registrant&#146;s Registration Statement No.&nbsp;333-124393 on Form
S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Incentive Stock
Option Agreement (incorporated by reference to Exhibit&nbsp;10.30 to the Registrant&#146;s Registration
Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Non-Qualified
Stock Option Agreement (incorporated by reference to Exhibit&nbsp;10.31 to the Registrant&#146;s
Registration Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Restricted Share
Agreement (incorporated by reference to Exhibit&nbsp;10.32 to the Registrant&#146;s Registration
Statement No.&nbsp;333-124393 on Form&nbsp;S-1, filed on September&nbsp;29, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Jones Day.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Jones Day (included as part of its opinion filed as Exhibit&nbsp;5.1 hereto).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche, LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Marshall Miller &#038; Associates, Inc.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">
</DIV>

</BODY>
</HTML>
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S-8
As
filed with the Securities and Exchange Commission on December 6, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL COAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
1222
20-2641185
(State of incorporation)
(Primary Standard Industrial
(I.R.S. Employer
Classification Code Number)
Identification No.)
2000 Ashland Drive
Ashland, Kentucky 41101
(606) 920-7400
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
2005 Equity and Performance Incentive Plan
Non-Qualified Stock Option Agreement with Bennett K. Hatfield
Restricted Stock Agreement with Bennett K. Hatfield
(Full title of the plan)
William D. Campbell
Vice President, Treasurer and Secretary
International Coal Group, Inc.
2000 Ashland Drive
Ashland, Kentucky 41101
(606) 920-7400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Randi L. Strudler, Esq.
Jones Day
222 East 41
st
Street
New York, New York 10017
(212) 326-3939
1.
CALCULATION OF REGISTRATION FEE
Title of Securities to
Amount to be
Proposed Maximum
Proposed Maximum
Amount of
be Registered
Registered
Offering Price Per Share
Aggregate Offering Price
Registration Fee
2005 Equity and Incentive
Plan, Common Stock, $0.01
par value per share
8,000,000
(1)(2)
$11.50
(4)
$89,920,000
$
9,621.00
Common Stock, $0.01 par
value per share
206,250
$11.50
(4)
$2,318,250
$
248.00
Common Stock, $0.01 par
value per share
319,052
(2)(3)
$10.97
(5)
$3,500,000
$
375.00
Total
8,525,302
(2)
$95,738,250
$
10,244.00
(1)
Represents maximum number of shares of common stock of the Registrant, $0.01 par value
per share ("Common Stock"), issuable pursuant to the 2005 Equity and Performance Incentive
Plan of International Coal Group, Inc. (the "Plan") being registered hereon.
(2)
Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities Act"), this
Registration Statement also covers such additional shares of Common Stock as may become
issuable pursuant to the anti-dilution provisions of the Plan and the Agreement.
(3)
Represents 319,052 shares of Common Stock issuable upon the exercise of stock options
granted to an executive officer pursuant to a non-qualified stock option agreement (the
"Agreement").
(4)
Estimated solely for calculating the amount of the registration fee, pursuant to
paragraphs (c) and (h) of Rule 457 of the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock Exchange on November
29, 2005, which was $11.50 per share and was within five business days prior to this
filing, with respect to shares issuable pursuant to options not yet issued.
(5)
Pursuant to Rule 457(h) of the Securities Act, the aggregate offering price and the fee
have been computed upon the basis of the fixed exercise price at which the options may be
exercised.
EXPLANATORY NOTE
The 8,525,302 shares of common stock (the "Common Stock"), $0.01 par value per share of
International Coal Group, Inc. (the "Registrant"), being registered pursuant to this Form S-8 are
comprised of (i) 8,000,000 shares of Common Stock issuable pursuant to the Registrant's 2005 Equity
and Performance Incentive Plan (the "Plan"), (ii) 319,052 shares of Common Stock issuable pursuant
to the Non-Qualified Stock Option Agreement between the Registrant and Bennett K. Hatfield, dated
March 14, 2005 (the "Stock Option Agreement"), and (iii) 206,250 shares of Common Stock issued
pursuant to the Restricted Stock Agreement between the Registrant and Bennett K. Hatfield, dated
March 14, 2005 (the "Restricted Stock Agreement" and together with the Stock Option Agreement, the
"Agreements").
This Registration Statement contains two parts. The first part contains a reoffer prospectus
pursuant to Form S-3 (prepared in accordance with Section C of the General Instructions to the Form
S-8) which covers reoffers and resales of "restricted securities" and/or "control securities" (as
such terms are defined in Section C of the General Instructions to Form S-8) of the Company. This
reoffer prospectus relates to up to 518,750 restricted shares of Common Stock, that have been
issued to certain officers of the Company pursuant to the Plan and the Restricted Stock Agreement.
The second part of this Registration Statement contains Information Required in the Registration
Statement pursuant to Part II of Form S-8. The Form S-8 portion of this Registration Statement
will be used for offers of shares of Common Stock of the Company pursuant to the Plan.
PART I — INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing information specified in Part I (Plan information and Registrant
information) will be sent or given to each participant in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended ("Securities Act"). Such documents need not be filed
with the Securities and Exchange Commission ("Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in this Registration Statement,
pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
The reoffer and resale prospectus referred to in the Explanatory Note above follows this page.
I-1
REOFFER AND RESALE PROSPECTUS
INTERNATIONAL COAL GROUP, INC.
518,750 SHARES OF COMMON STOCK
This prospectus relates to up to 518,750 restricted shares (the "Shares") of common stock, par
value $0.01 per share, of International Coal Group, Inc., a Delaware corporation (the "Company" or
"ICG"), which may be offered and sold from time to time by certain stockholders of the Company (the
"Selling Stockholders") who have acquired such Shares pursuant to restricted stock grants made
under the (i) ICG 2005 Equity and Performance Incentive Plan (the "Plan") and (ii) 206,250 shares
of Common Stock issued pursuant to the Restricted Stock Agreement between the Registrant and
Bennett K. Hatfield, dated March 14, 2005 (the "Restricted Stock Agreement"). The Plan and
Restricted Stock Agreement are collectively referred to herein as the "Plans."
The Company will not receive any of the proceeds from sales of the Shares by any of the
Selling Stockholders. The Shares may be offered from time to time by any or all of the Selling
Stockholders (and their donees and pledgees) through ordinary brokerage transactions, in negotiated
transactions or in other transactions, at such prices as he or she may determine, which may relate
to market prices prevailing at the time of sale or be a negotiated price. See "Plan of
Distribution." All costs, expenses and fees in connection with the registration of the Shares will
be borne by the Company. Brokerage commissions and similar selling expenses, if any, attributable
to the offer or sale of the Shares will be borne by the Selling Stockholder (or their donees and
pledgees).
Each Selling Stockholder and any broker executing selling orders on behalf of a Selling
Stockholder may be deemed to be an "underwriter" as defined in the Securities Act. If any
broker-dealers are used to effect sales, any commissions paid to broker-dealers and, if
broker-dealers purchase any of the Shares as principals, any profits received by such
broker-dealers on the resale of the Shares, may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any profits realized by the Selling
Stockholders may be deemed to be underwriting commissions.
Shares of our common stock are listed on The New York Stock Exchange under the symbol "ICO."
On November 30, 2005, the last reported sale price of our common stock was $11.00 per share.
Investing
in or common stock involves a high degree of risk. See "Risk
Factors on page 4
hereof for a discussion of certain factors that should be carefully considered by prospective
purchasers.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is December 6, 2005.
PROSPECTUS
TABLE OF CONTENTS
Page
Prospectus Summary
1
International Coal Group, Inc.
1
Special Note Regarding Forward-Looking Statements
3
Risk Factors
4
Use of Proceeds
25
Dilution
25
Selling Stockholders
25
Plan of Distribution
27
Legal Matters
28
Experts
28
Information Incorporated By Reference
29
Where You Can Find More Information
29
Indemnification of Directors and Officers
30
You should rely only on the information contained or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with additional information or information different
from that contained or incorporated by reference in this prospectus. The Selling Stockholders,
from time to time, will offer to sell shares of our common stock only in jurisdictions where those
offers and sales are permitted. The information contained or incorporated by reference in this
prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery
of this prospectus or any sale of our common stock.
i
PROSPECTUS SUMMARY
The following summarizes information contained elsewhere in this prospectus and does not
contain all of the information you should consider in making your investment decision. You should
read this summary together with the more detailed information, including our financial statements
and the related notes, incorporated by reference in this prospectus. You should carefully
consider, among other things, the matters discussed in ''Risk factors'' and ''Management's
discussion and analysis of financial condition and results of operations.''
The term ''Horizon'' refers to Horizon NR, LLC (the entity holding the operating subsidiaries
of Horizon Natural Resources Company) and its consolidated subsidiaries, the term ''Anker'' refers
to Anker Coal Group, Inc. and its consolidated subsidiaries, and the term ''CoalQuest'' refers to
CoalQuest Development, LLC. References to the ''Anker and CoalQuest acquisitions'' refer to our
acquisition, respectively, of each of Anker and CoalQuest, which occurred on November 18, 2005.
On November 18, 2005, we and our subsidiaries underwent a corporate reorganization in which we
became the parent holding company and ICG, Inc., the prior parent holding company, became our
subsidiary. Unless the context otherwise indicates, as used in this prospectus, the terms ''ICG,''
''we,'' ''our,'' ''us'' and similar terms refer to International Coal Group, Inc. and its
consolidated subsidiaries, after giving effect to the corporate reorganization and the Anker and
CoalQuest acquisitions. For purposes of the discussion in this prospectus, references to ICG
include all the assets and coal reserves resulting from the Anker and CoalQuest acquisitions. For
purposes of all financial disclosure contained in this prospectus, ICG, Inc. and Horizon (together
with its predecessor AEI Resources Holding, Inc. and its consolidated subsidiaries) are the
predecessors to ICG.
The term ''coal reserves'' as used in this prospectus means proven and probable reserves that
are the part of a mineral deposit that can be economically and legally extracted or produced at the
time of the reserve determination and the term ''non-reserve coal deposits'' in this prospectus
means a coal bearing body that has been sufficiently sampled and analyzed to assume continuity
between sample points but do not qualify as a commercially viable coal reserve as prescribed by SEC
rules until a final comprehensive SEC prescribed evaluation is performed.
INTERNATIONAL COAL GROUP, INC.
We are a leading producer of coal in Northern and Central Appalachia with a broad range of mid
to high Btu, low to medium sulfur steam and metallurgical coal. Our Appalachian mining operations,
which include 12 of our mining complexes, are located in West Virginia, Kentucky and Maryland. We
also have a complementary mining complex of mid to high sulfur steam coal strategically located in
the Illinois Basin. We market our coal to a diverse customer base of largely investment grade
electric utilities, as well as domestic and international industrial customers. The high quality
of our coal and the availability of multiple transportation options, including rail, truck and
barge, throughout the Appalachian region enable us to participate in both the domestic and
international coal markets. Due to the decline in Appalachian coal production in recent years,
these markets are currently characterized by strong demand with limited supply response and
elevated spot and contract prices.
The company was formed by WL Ross & Co. LLC, or WLR, and other investors in May 2004 to acquire and
operate competitive coal mining facilities. As of September 30, 2004, ICG, Inc. acquired certain
key assets of Horizon through a bankruptcy auction. These assets are high quality reserves
strategically located in Appalachia and the Illinois Basin, are union free, have limited
reclamation liabilities and are substantially free of other legacy liabilities. Due to our initial
capitalization, we were
1
able to complete the acquisition without incurring a significant level of indebtedness. Consistent
with the WLR investor group's strategy to consolidate profitable coal assets, the Anker and
CoalQuest acquisitions further diversify our reserves.
As of January 1, 2005 (pro forma for the Anker and CoalQuest acquisitions), we owned or
controlled approximately 315 million tons of metallurgical quality coal reserves and approximately
572 million tons of steam coal reserves. Based on expected 2005 production rates, our Northern and
Central Appalachian reserves could support existing production levels for approximately 44 years
and all of our reserves could support existing production levels for approximately 61 years.
Further, we own or control approximately 707 million tons of non-reserve coal deposits, pro forma
for the Anker and CoalQuest acquisitions.
Steam coal is primarily consumed by large electric utilities and industrial customers as fuel
for electricity generation. Demand for low sulfur steam coal has grown significantly since the
introduction of certain controls associated with the Clean Air Act and the decline in coal
production in the eastern half of the United States.
Metallurgical coal is primarily used to produce coke, a key raw material used in the steel
making process. Generally, metallurgical coal sells at a premium to steam coal because of its
higher quality and its importance and value in the steel making process. During 2004 and the first
quarter of 2005, the demand for metallurgical coal increased substantially as the global demand for
steel increased.
For the year ended December 31, 2004 (pro forma for the Anker and CoalQuest acquisitions), we
sold 18.4 million tons of coal, of which 18.2 million tons were steam coal and 0.2 million tons
were metallurgical coal. Our steam coal sales volume in 2004 consisted of mid to high quality, high
Btu (greater than 12,000 Btu/lb.), low to medium sulfur (1.5% or less) coal, which typically sells
at a premium to lower quality, lower Btu, higher sulfur steam coal.
2
SPECIAL
NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains or incorporates by reference forward-looking statements that are not
statements of historical fact and may involve a number of risks and uncertainties. We have used the
words ''anticipate,'' ''believe,'' ''could,'' ''estimate,'' ''expect,'' ''intend,'' ''may,''
''plan,'' ''predict,'' ''project'' and similar terms and phrases, including references to
assumptions, in this prospectus to identify forward-looking statements. These forward-looking
statements are made based on expectations and beliefs concerning future events affecting us and are
subject to uncertainties and factors relating to our operations and business environment, all of
which are difficult to predict and many of which are beyond our control, that could cause our
actual results to differ materially from those matters expressed in or implied by these
forward-looking statements. The following factors are among those that may cause actual results to
differ materially from our forward-looking statements:
ŵ
market demand for coal, electricity and steel;
ŵ
availability of qualified workers;
ŵ
future economic or capital market conditions;
ŵ
weather conditions or catastrophic weather-related damage;
ŵ
our production capabilities;
ŵ
the integration of Anker and CoalQuest into our business;
ŵ
the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;
ŵ
our plans and objectives for future operations and expansion or consolidation;
ŵ
our relationships with, and other conditions affecting, our customers;
ŵ
timing of reductions or increases in customer coal inventories;
ŵ
long-term coal supply arrangements;
ŵ
risks in coal mining;
ŵ
unexpected maintenance and equipment failure;
ŵ
environmental laws and regulations, including those directly affecting our coal mining and production, and those
affecting our customers' coal usage;
ŵ
competition;
ŵ
railroad, barge, trucking and other transportation performance and costs;
ŵ
employee benefits costs and labor relations issues;
ŵ
our assumptions concerning economically recoverable coal reserve estimates;
ŵ
regulatory and court decisions;
ŵ
future legislation and changes in regulations or governmental policies or changes in interpretations thereof;
ŵ
the impairment of the value of our goodwill; and
ŵ
our liquidity, results of operations and financial condition.
3
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider
the following risk factors, together with the other information contained or incorporated by
reference in this prospectus, before investing in our common stock. If any of the following risks
develop into actual events, our business, financial condition or results of operations could be
materially adversely affected, the trading price of your shares of our common stock could decline
and you may lose all or part of your investment.
Risks Relating To Our Business
Because of our limited operating history, historical information regarding our company prior
to October 1, 2004 is of little relevance in understanding our business as currently conducted.
We are subject to the risks, uncertainties, expenses and problems encountered by companies in
the early stages of operations. We were incorporated in March 2005 as a holding company and our
predecessor, ICG, Inc., was incorporated in May 2004 for the sole purpose of acquiring certain
assets of Horizon. Until we completed that acquisition we had substantially no operations. As a
result, we believe the historical financial information presented in this prospectus, other than
for the period ended December 31, 2004 and the nine months ended September 30, 2005, which do not
include the historical financial information for Anker and CoalQuest, are of limited relevance in
understanding our business as currently conducted. The financial statements for the predecessor
periods have been prepared from the books and records of Horizon as if ICG had existed as a
separate legal entity under common management for all periods presented (that is, on a
''carve-out'' basis). The financial statements for the predecessor periods include allocations of
certain expenses, taxation charges, interest and cash balances relating to the predecessor based on
management's estimates. In light of these allocations and estimates, the predecessor financial
information is not necessarily indicative of the consolidated financial position, results of
operations and cash flows of ICG if it had operated during the predecessor period presented.
A decline in coal prices could reduce our revenues and the value of our coal reserves.
Our results of operations are dependent upon the prices we charge for our coal as well as our
ability to improve productivity and control costs. Any decreased demand would cause spot prices to
decline and require us to increase productivity and decrease costs in order to maintain our
margins. Declines in the prices we receive for our coal could adversely affect our operating
results and our ability to generate the cash flows we require to improve our productivity and
invest in our operations. The prices we receive for coal depend upon factors beyond our control,
including:
ŵ
the supply of and demand for domestic and foreign coal;
ŵ
the demand for electricity;
ŵ
domestic and foreign demand for steel and the continued financial viability of the domestic and/or
ŵ
foreign steel industry;
ŵ
the proximity to, capacity of and cost of transportation facilities;
ŵ
domestic and foreign governmental regulations and taxes;
ŵ
air emission standards for coal-fired power plants;
ŵ
regulatory, administrative and judicial decisions;
ŵ
the price and availability of alternative fuels, including the effects of technological developments; and
4
ŵ
the effect of worldwide energy conservation measures.
Our coal mining operations are subject to operating risks that could result in decreased coal
production thereby reducing our revenues.
Our revenues depend on our level of coal mining production. The level of our production is
subject to operating conditions and events beyond our control that could disrupt operations and
affect production at particular mines for varying lengths of time. These conditions and events
include:
ŵ
the unavailability of qualified labor;
ŵ
our inability to acquire, maintain or renew necessary permits or mining or surface rights in a timely manner, if at all;
ŵ
unfavorable geologic conditions, such as the thickness of the coal deposits and the amount of rock embedded in or
overlying the coal deposit;
ŵ
failure of reserve estimates to prove correct;
ŵ
changes in governmental regulation of the coal industry, including the imposition of additional taxes, fees or actions
to suspend or revoke our permits or changes in the manner of enforcement of existing regulations;
ŵ
mining and processing equipment failures and unexpected maintenance problems;
ŵ
adverse weather and natural disasters, such as heavy rains and flooding;
ŵ
increased water entering mining areas and increased or accidental mine water discharges;
ŵ
increased or unexpected reclamation costs;
ŵ
interruptions due to transportation delays;
ŵ
the unavailability of required equipment of the type and size needed to meet production expectations; and
ŵ
unexpected mine safety accidents, including fires and explosions from methane.
These conditions and events may increase our cost of mining and delay or halt production at
particular mines either permanently or for varying lengths of time.
Reduced coal consumption by North American electric power generators could result in lower
prices for our coal, which could reduce our revenues and adversely impact our earnings and the
value of our coal reserves.
Steam coal accounted for nearly all of our coal sales volume in 2004, pro forma for the Anker
and CoalQuest acquisitions. The majority of our sales of steam coal in 2004 were to electric power
generators. Domestic electric power generation accounted for approximately 92% of all U.S. coal
consumption in 2003, according to the EIA. The amount of coal consumed for U.S. electric power
generation is affected primarily by the overall demand for electricity, the location, availability,
quality and price of competing fuels for power such as natural gas, nuclear, fuel oil and
alternative energy sources such as hydroelectric power, technological developments, and
environmental and other governmental regulations.
Although we expect that many new power plants will be built to produce electricity during peak
periods of demand, we also expect that many of these new power plants will be fired by natural gas
because gas-fired plants are cheaper to construct than coal-fired plants and because natural gas is
a cleaner burning fuel. Gas-fired generation from existing and newly constructed gas-fired
facilities has the potential to displace coal-fired generation, particularly from older, less
efficient coal-powered generators.
5
In addition, the increasingly stringent requirements of the Clean Air Act may result in more
electric power generators shifting from coal to natural gas-fired plants. Any reduction in the
amount of coal consumed by North American electric power generators could reduce the price of steam
coal that we mine and sell, thereby reducing our revenues and adversely impacting our earnings and
the value of our coal reserves.
Weather patterns also can greatly affect electricity generation. Extreme temperatures, both
hot and cold, cause increased power usage and, therefore, increased generating requirements from
all sources. Mild temperatures, on the other hand, result in lower electrical demand, which allows
generators to choose the lowest-cost sources of power generation when deciding which generation
sources to dispatch. Accordingly, significant changes in weather patterns could reduce the demand
for our coal.
Overall economic activity and the associated demands for power by industrial users can have
significant effects on overall electricity demand. Robust economic activity can cause much heavier
demands for power, particularly if such activity results in increased utilization of industrial
assets during evening and nighttime periods. The economic slowdown experienced during the last
several years significantly slowed the growth of electrical demand and, in some locations, resulted
in contraction of demand. Any downward pressure on coal prices, whether due to increased use of
alternative energy sources, changes in weather patterns, decreases in overall demand or otherwise,
would likely cause our profitability to decline.
Our profitability may be adversely affected by the status of our long-term coal supply
agreements, changes in purchasing patterns in the coal industry and the loss of certain brokered
coal contracts set to expire at the end of 2006, which could adversely affect the capability and
profitability of our operations.
We sell a significant portion of our coal under long-term coal supply agreements, which we
define as contracts with a term greater than 12 months. For the nine months ended September 30,
2005 (pro forma for the Anker and CoalQuest acquisitions), approximately 75% of our revenues were
derived from coal sales that were made under long-term coal supply agreements. As of that date, we
had 30 long-term sales agreements with a volume-weighted average term of approximately 5.2 years.
The prices for coal shipped under these agreements are fixed for the initial year of the contract,
subject to certain adjustments in later years, and thus may be below the current market price for
similar type coal at any given time, depending on the timeframe of contract execution or
initiation. As a consequence of the substantial volume of our sales that are subject to these
long-term agreements, we have less coal available with which to capitalize on higher coal prices,
if and when they arise. In addition, in some cases, our ability to realize the higher prices that
may be available in the spot market may be restricted when customers elect to purchase higher
volumes allowable under some contracts.
When our current contracts with customers expire or are otherwise renegotiated, our customers
may decide not to extend or enter into new long-term contracts or, in the absence of long-term
contracts, our customers may decide to purchase fewer tons of coal than in the past or on different
terms, including under different pricing terms. In addition, we have brokered coal contracts that
will expire at the end of 2006. These contracts were signed during a period of oversupply in the
coal industry and contain pricing that, while acceptable to the sellers at that time, is
significantly below today's market levels and, management believes, will not be able to be
renegotiated or replaced in today's market. Assuming today's market continues, we believe the loss
of these contracts will have a significant impact on our earnings after 2006. Through the nine
months ended September 30, 2005, these contracts have provided $26.2 million in revenue.
Furthermore, as electric utilities seek to adjust to requirements of the Clean Air Act,
particularly the Acid Rain regulations, the Clean Air Mercury Rule and the Clean Air Interstate
Rule, although these two rules are subject to administrative
reconsideration and judicial challenge and the Clean Air Mercury Rule has
been subject to legislative challenge in Congress, and the possible deregulation of their industry,
they could
6
become increasingly less willing to enter into long-term coal supply agreements and instead
may purchase higher percentages of coal under short-term supply agreements. To the extent the
electric utility industry shifts away from long-term supply agreements, it could adversely affect
us and the level of our revenues. For example, fewer electric utilities will have a contractual
obligation to purchase coal from us, thereby increasing the risk that we will not have a market for
our production. Furthermore, spot market prices tend to be more volatile than contractual prices,
which could result in decreased revenues.
Certain provisions in our long-term supply agreements may provide limited protection during
adverse economic conditions or may result in economic penalties upon the failure to meet
specifications.
Price adjustment, ''price reopener'' and other similar provisions in long-term supply
agreements may reduce the protection from short-term coal price volatility traditionally provided
by such contracts. Most of our coal supply agreements contain provisions that allow for the
purchase price to be renegotiated at periodic intervals. These price reopener provisions may
automatically set a new price based on the prevailing market price or, in some instances, require
the parties to agree on a new price, sometimes between a specified range of prices. In some
circumstances, failure of the parties to agree on a price under a price reopener provision can lead
to termination of the contract. Any adjustment or renegotiations leading to a significantly lower
contract price would result in decreased revenues. Accordingly, supply contracts with terms of one
year or more may provide only limited protection during adverse market conditions.
Coal supply agreements also typically contain force majeure provisions allowing temporary
suspension of performance by us or our customers during the duration of specified events beyond the
control of the affected party. Most of our coal supply agreements contain provisions requiring us
to deliver coal meeting quality thresholds for certain characteristics such as Btu, sulfur content,
ash content, hardness and ash fusion temperature. Failure to meet these specifications could result
in economic penalties, including price adjustments, the rejection of deliveries or, in the extreme,
termination of the contracts.
Consequently, due to the risks mentioned above with respect to long-term supply agreements, we
may not achieve the revenue or profit we expect to achieve from these sales commitments. In
addition, we may not be able to successfully convert these sales commitments into long-term supply
agreements.
A decline in demand for metallurgical coal would limit our ability to sell our high quality
steam coal as higher-priced metallurgical coal.
Portions of our coal reserves possess quality characteristics that enable us to mine, process
and market them as either metallurgical coal or high quality steam coal, depending on the
prevailing conditions in the metallurgical and steam coal markets. A decline in the metallurgical
market relative to the steam market could cause us to shift coal from the metallurgical market to
the steam market, thereby reducing our revenues and profitability.
Most of our metallurgical coal reserves possess quality characteristics that enable us to
mine, process and market them as high quality steam coal. However, some of our mines operate
profitably only if all or a portion of their production is sold as metallurgical coal to the steel
market. If demand for metallurgical coal declined to the point where we could earn a more
attractive return marketing the coal as steam coal, these mines may not be economically viable and
may be subject to closure. Such closures would lead to accelerated reclamation costs, as well as
reduced revenue and profitability.
Inaccuracies in our estimates of economically recoverable coal reserves could result in lower
than expected revenues, higher than expected costs or decreased profitability.
7
We base our reserves information on engineering, economic and geological data assembled and
analyzed by our staff, which includes various engineers and geologists, and which is periodically
reviewed by outside firms. The reserves estimates as to both quantity and quality are annually
updated to reflect production of coal from the reserves and new drilling or other data received.
There are numerous uncertainties inherent in estimating quantities and qualities of and costs to
mine recoverable reserves, including many factors beyond our control. Estimates of economically
recoverable coal reserves and net cash flows necessarily depend upon a number of variable factors
and assumptions, all of which may vary considerably from actual results such as:
ŵ
geological and mining conditions which may not be fully identified
by available exploration data or which may differ from experience
in current operations;
ŵ
historical production from the area compared with production from
other similar producing areas; and
ŵ
the assumed effects of regulation and taxes by governmental
agencies and assumptions concerning coal prices, operating costs,
mining technology improvements, severance and excise tax,
development costs and reclamation costs.
For these reasons, estimates of the economically recoverable quantities and qualities
attributable to any particular group of properties, classifications of reserves based on risk of
recovery and estimates of net cash flows expected from particular reserves prepared by different
engineers or by the same engineers at different times may vary substantially. Actual coal tonnage
recovered from identified reserve areas or properties and revenues and expenditures with respect to
our reserves may vary materially from estimates. These estimates, thus, may not accurately reflect
our actual reserves. Any inaccuracy in our estimates related to our reserves could result in lower
than expected revenues, higher than expected costs or decreased profitability.
We depend heavily on a small number of large customers, the loss of any of which would
adversely affect our operating results.
Our three largest customers for the nine months ended September 30, 2005 were Georgia Power,
Carolina Power & Light and Duke Power and we derived approximately 53% of our pro forma coal
revenues from sales to our five largest customers, pro forma for the Anker and CoalQuest
acquisitions. At September 30, 2005 (pro forma for the Anker and CoalQuest acquisitions), we had 12
coal supply agreements with these customers that expire at various times from 2005 to 2010. We are
currently discussing the extension of existing agreements or entering into new long-term agreements
with some of these customers, however these negotiations may not be successful and these customers
may not continue to purchase coal from us pursuant to long-term coal supply agreements. If a number
of these customers were to significantly reduce their purchases of coal from us, or if we were
unable to sell coal to them on terms as favorable to us as the terms under our current agreements,
our financial condition and results of operations could suffer materially.
Disruptions in transportation services could limit our ability to deliver coal to our
customers, which could cause revenues to decline.
We depend primarily upon railroads, trucks and barges to deliver coal to our customers.
Disruption of railroad service due to weather-related problems, strikes, lockouts and other events
could temporarily impair our ability to supply coal to our customers, resulting in decreased
shipments. Decreased performance levels over longer periods of time could cause our customers to
look elsewhere for their fuel needs, negatively affecting our revenues and profitability.
During 2004, the major eastern railroads (CSX and Norfolk Southern) experienced significant
service problems. These problems were caused by an increase in overall rail traffic from the
expanding
8
economy and shortages of both equipment and personnel. The service problems had an adverse
effect on our shipments during several months in 2004. If these service problems persist, they
could have an adverse impact on our financial results in 2005 and beyond.
The states of West Virginia and Kentucky have recently increased enforcement of weight limits
on coal trucks on its public roads. Additionally, West Virginia legislation, which raised coal
truck weight limits in West Virginia, includes provisions supporting enhanced enforcement. The
legislation went into effect on October 1, 2003 and implementation began on January 1, 2004. It is
possible that other states in which our coal is transported by truck could conduct similar
campaigns to increase enforcement of weight limits. Such stricter enforcement actions could result
in shipment delays and increased costs. An increase in transportation costs could have an adverse
effect on our ability to increase or to maintain production and could adversely affect revenues.
Some of our mines depend on a single transportation carrier or a single mode of
transportation. Disruption of any of these transportation services due to weather-related problems,
mechanical difficulties, strikes, lockouts, bottlenecks and other events could temporarily impair
our ability to supply coal to our customers. Our transportation providers may face difficulties in
the future that may impair our ability to supply coal to our customers, resulting in decreased
revenues. Currently, there is a shortage of available train cars to service our coal operations in
eastern Kentucky.
If there are disruptions of the transportation services provided by our primary rail carriers
that transport our produced coal and we are unable to find alternative transportation providers to
ship our coal, our business could be adversely affected.
Fluctuations in transportation costs could impair our ability to supply coal to our
customers.
Transportation costs represent a significant portion of the total cost of coal for our
customers and, as a result, the cost of transportation is a critical factor in a customer's
purchasing decision. Increases in transportation costs could make coal a less competitive source of
energy or could make our coal production less competitive than coal produced from other sources.
On the other hand, significant decreases in transportation costs could result in increased
competition from coal producers in other parts of the country. For instance, coordination of the
many eastern loading facilities, the large number of small shipments, the steeper average grades of
the terrain and a more unionized workforce are all issues that combine to make shipments
originating in the eastern United States inherently more expensive on a per-mile basis than
shipments originating in the western United States. The increased competition could have a material
adverse effect on our business, financial condition and results of operations.
Disruption in supplies of coal produced by third parties could temporarily impair our ability
to fill our customers' orders or increase our costs.
In addition to marketing coal that is produced from our controlled reserves, we purchase and
resell coal produced by third parties from their controlled reserves to meet customer
specifications. Disruption in our supply of third-party coal could temporarily impair our ability
to fill our customers' orders or require us to pay higher prices in order to obtain the required
coal from other sources. Any increase in the prices we pay for third-party coal could increase our
costs and therefore lower our earnings.
The unavailability of an adequate supply of coal reserves that can be mined at competitive
costs could cause our profitability to decline.
9
Our profitability depends substantially on our ability to mine coal reserves that have the
geological characteristics that enable them to be mined at competitive costs and to meet the
quality needed by our customers. Because our reserves decline as we mine our coal, our future
success and growth depend, in part, upon our ability to acquire additional coal reserves that are
economically recoverable. Replacement reserves may not be available when required or, if available,
may not be capable of being mined at costs comparable to those characteristic of the depleting
mines. We may not be able to accurately assess the geological characteristics of any reserves that
we acquire, which may adversely affect our profitability and financial condition. Exhaustion of
reserves at particular mines also may have an adverse effect on our operating results that is
disproportionate to the percentage of overall production represented by such mines. Our ability to
obtain other reserves in the future could be limited by restrictions under our existing or future
debt agreements, competition from other coal companies for attractive properties, the lack of
suitable acquisition candidates or the inability to acquire coal properties on commercially
reasonable terms.
Unexpected increases in raw material costs could significantly impair our operating
profitability.
Our coal mining operations use significant amounts of steel, petroleum products and other raw
materials in various pieces of mining equipment, supplies and materials, including the roof bolts
required by the room and pillar method of mining described below. Scrap steel prices have risen
significantly in recent months, and historically, the prices of scrap steel and petroleum have
fluctuated. Recently we have been adversely impacted by margin compressions due to cost increases
for various commodities and services influenced by the recent price acceleration of crude oil and
natural gas — a trend that was greatly exacerbated by the Gulf hurricanes. Costs of diesel fuel,
explosives (ANFO) and coal trucking have all escalated as a direct result of supply chain problems
related to the Gulf hurricanes. There may be other acts of nature or terrorist attacks or threats
that could also increase the costs of raw materials. If the price of steel, petroleum products or
other of these materials increase, our operational expenses will increase, which could have a
significant negative impact on our profitability.
A shortage of skilled labor in the mining industry could pose a risk to achieving optimal
labor productivity and competitive costs, which could adversely affect our profitability.
Efficient coal mining using modern techniques and equipment requires skilled laborers,
preferably with at least a year of experience and proficiency in multiple mining tasks. In order to
support our planned expansion opportunities, we intend to sponsor both in-house and vocational coal
mining programs at the local level in order to train additional skilled laborers. In the event the
shortage of experienced labor continues or worsens or we are unable to train the necessary amount
of skilled laborers, there could be an adverse impact on our labor productivity and costs and our
ability to expand production and therefore have a material adverse effect on our earnings.
We have a new management team, and if they are unable to work effectively together, our
business may be harmed.
Most of our and ICG, Inc.'s management team was hired in 2005, and the group has only been
working together for a short period of time. Moreover, several other key employees were hired in
2005. Because many of our executive officers and key employees are new and we also expect to add
additional key personnel in the near future, there is a risk that our management team will not be
able to work together effectively. If our management team is unable to work together, our
operations could be disrupted and our business harmed.
Our ability to operate our company effectively could be impaired if we fail to attract and
retain key personnel.
10
Our senior management team averages 23 years of experience in the coal industry, which
includes developing innovative, low-cost mining operations, maintaining strong customer
relationships and making strategic, opportunistic acquisitions. The loss of any of our senior
executives could have a material adverse effect on our business. There may be a limited number of
persons with the requisite experience and skills to serve in our senior management positions. We
may not be able to locate or employ qualified executives on acceptable terms. In addition, as our
business develops and expands, we believe that our future success will depend greatly on our
continued ability to attract and retain highly skilled personnel with coal industry experience.
Competition for these persons in the coal industry is intense and we may not be able to
successfully recruit, train or retain qualified personnel. We may not be able to continue to employ
key personnel or attract and retain qualified personnel in the future. Our failure to retain or
attract key personnel could have a material adverse effect on our ability to effectively operate
our business.
Acquisitions that we may undertake involve a number of inherent risks, any of which could
cause us not to realize the anticipated benefits.
We continually seek to expand our operations and coal reserves through acquisitions. If we are
unable to successfully integrate the companies, businesses or properties we acquire, our
profitability may decline and we could experience a material adverse effect on our business,
financial condition, or results of operations. Acquisition transactions involve various inherent
risks, including:
ŵ
uncertainties in assessing the value, strengths, and potential profitability of, and identifying the extent of all
weaknesses, risks, contingent and other liabilities (including environmental or mine safety liabilities) of,
acquisition candidates;
ŵ
the potential loss of key customers, management and employees of an acquired business;
ŵ
the ability to achieve identified operating and financial synergies anticipated to result from an acquisition;
ŵ
problems that could arise from the integration of the acquired business; and
ŵ
unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying our
rationale for pursuing the acquisition.
Any one or more of these factors could cause us not to realize the benefits anticipated to
result from an acquisition. Any acquisition opportunities we pursue could materially affect our
liquidity and capital resources and may require us to incur indebtedness, seek equity capital or
both. In addition, future acquisitions could result in our assuming more long-term liabilities
relative to the value of the acquired assets than we have assumed in our previous acquisitions.
We may not be able to effectively integrate Anker and CoalQuest into our operations or realize
the expected benefits of those acquisitions.
Our future success will depend largely on our ability to consolidate and effectively integrate
Anker's and CoalQuest's operations into our operations. We may not be able to do so successfully
without substantial costs, delays or other difficulties. We may face significant challenges in
consolidating functions and integrating procedures, information technology systems, personnel and
operating philosophies in a timely and efficient manner. The integration process is complex and
time consuming and may pose a number of obstacles, such as:
ŵ
the loss of key employees or customers;
ŵ
the challenge of maintaining the quality of customer service;
11
ŵ
the need to coordinate geographically diverse operations;
ŵ
retooling and reprogramming of equipment and information technology systems; and
ŵ
the resulting diversion of management's attention from our day-to-day business and the need to hire and integrate
additional management personnel to manage our expanded operations.
If we are not successful in completing the integration of Anker and CoalQuest into our
operations, if the integration takes longer or is more complex or expensive than anticipated, if we
cannot operate the Anker and CoalQuest businesses as effectively as we anticipate, whether as a
result of deficiency of the acquired business or otherwise, or if the integrated businesses fail to
achieve market acceptance, our operating performance, margins, sales and reputation could be
materially adversely affected.
Furthermore, we may not be able to realize the expected benefits of these acquisitions. For
example, as a result of infrastructure weaknesses and short-term geologic issues at Anker, the
transition period for implementation of various operational improvements has taken longer than
originally anticipated. This extended transition has resulted in, and will continue to result in,
decreased coal production and increased production costs in the third and fourth quarters. Since
these issues are temporary in nature and recent operating performance has significantly improved,
2006 profit margins are not expected to be materially impacted.
If the value of our goodwill becomes impaired, the write-off of the impaired portion could
materially reduce the value of our assets and reduce our net income for the year in which the
write-off occurs.
When we acquire a business, we record an asset called ''goodwill'' if the amount we pay for
the business, including liabilities assumed, is in excess of the fair value of the assets of the
business we acquire. We recorded $187.7 million of goodwill in connection with the Horizon
acquisition and will record goodwill in connection with the Anker and CoalQuest acquisitions.
Statement of Financial Accounting Standards No. 142, ''Goodwill and Other Intangible Assets,''
requires that goodwill be tested at least annually (absent any impairment indicators). The testing
includes comparing the fair value of each reporting unit with its carrying value. Fair value is
determined using discounted cash flows, market multiples and market capitalization. Impairment
adjustments, if any, generally are required to be recognized as operating expenses. We may have
future impairment adjustments to our recorded goodwill. Any finding that the value of our goodwill
has been impaired would require us to write-off the impaired portion, which could significantly
reduce the value of our assets and reduce our net income for the year in which the write-off
occurs.
Failure to obtain or renew surety bonds in a timely manner and on acceptable terms could
affect our ability to secure reclamation and coal lease obligations, which could adversely affect
our ability to mine or lease coal.
Federal and state laws require us to obtain surety bonds to secure payment of certain
long-term obligations, such as mine closure or reclamation costs, federal and state workers'
compensation costs, coal leases and other obligations. These bonds are typically renewable
annually. Surety bond issuers and holders may not continue to renew the bonds or may demand
additional collateral or other less favorable terms upon those renewals. The ability of surety bond
issuers and holders to demand additional collateral or other less favorable terms has increased as
the number of companies willing to issue these bonds has decreased over time. Our failure to
maintain, or our inability to acquire, surety bonds that are required by state and federal law
would affect our ability to secure reclamation and coal lease obligations, which could adversely
affect our ability to mine or lease coal. That failure could result from a variety of factors
including, without limitation:
12
ŵ
lack of availability, higher expense or unfavorable market terms of new bonds;
ŵ
restrictions on availability of collateral for current and future third-party surety bond issuers under
ŵ
the terms of our credit facility; and
ŵ
the exercise by third-party surety bond issuers of their right to refuse to renew the surety.
Failure to maintain capacity for required letters of credit could limit our ability to obtain
or renew surety bonds.
At September 30, 2005 (pro forma for the Anker and CoalQuest acquisitions), we had $52.9
million of letters of credit in place, of which $43.0 million serve as collateral for reclamation
surety bonds and $9.9 million secure miscellaneous obligations. Included in the $43.0 million
letters of credit securing collateral for reclamation surety bonds is a $10.0 million letter of
credit related to Lexington Coal Company, LLC. As amended, our credit facility currently provides
for a $110.0 million revolving credit facility, of which up to $75.0 million may be used for
letters of credit. If we do not maintain sufficient borrowing capacity under our revolving credit
facility for additional letters of credit, we may be unable to obtain or renew surety bonds
required for our mining operations.
Our business requires substantial capital investment and maintenance expenditures, which we
may be unable to provide.
Our business strategy will require additional substantial capital investment. We require
capital for, among other purposes, managing acquired assets, acquiring new equipment, maintaining
the condition of our existing equipment and maintaining compliance with environmental laws and
regulations. To the extent that cash generated internally and cash available under our credit
facilities are not sufficient to fund capital requirements, we will require additional debt and/or
equity financing. However, this type of financing may not be available or, if available, may not be
on satisfactory terms. Future debt financings, if available, may result in increased interest and
amortization expense, increased leverage and decreased income available to fund further
acquisitions and expansion. In addition, future debt financings may limit our ability to withstand
competitive pressures and render us more vulnerable to economic downturns. If we fail to generate
or obtain sufficient additional capital in the future, we could be forced to reduce or delay
capital expenditures, sell assets or restructure or refinance our indebtedness.
Our level of indebtedness and other demands on our cash resources could materially adversely
affect our ability to execute our business strategy and make us more vulnerable to economic
downturns.
As of September 30, 2005 (pro forma for the Anker and CoalQuest acquisitions), we had cash of
approximately $20.1 million and total consolidated indebtedness, including current maturities and
capital lease obligations, of approximately $240.5 million before application of the proceeds from
the proposed public offering. During 2005, our anticipated principal repayments will be
approximately $1.8 million on the term loan if the term loan is not repaid with the proceeds of the
proposed public offering. Subject to the limits contained in our credit facilities, we may also
incur additional debt in the future. In addition to the principal repayments on our outstanding
debt, we have other demands on our cash resources, including, among others, capital expenditures
and operating expenses.
Our credit facilities are secured by substantially all our assets. If we default under these
facilities, the lenders could choose to declare all outstanding amounts immediately due and
payable, and seek foreclosure of the assets we granted to them as collateral. If the amounts
outstanding under the credit facilities were accelerated, we may not have sufficient resources to
repay all outstanding amounts, and our assets may not be sufficient to repay all of our outstanding
debt in full. Foreclosures on any of our
13
material assets could disrupt our operations, and have a material adverse effect on our
reputation, production volume, sales and earnings.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual
debt service obligations to increase significantly.
Our borrowings under our credit facilities are at variable rates of interest and expose us to
interest rate risk. If interest rates increase, our debt service obligations on our variable rate
indebtedness would increase even if the amount borrowed remained the same, resulting in a decrease
in our net income. We have developed a hedging program to actively manage the risks associated with
interest rate fluctuations but our program may not effectively eliminate all of the financial
exposure associated with interest rate fluctuations. We currently have instruments in place that
have the effect of fixing the interest rate on a portion of our outstanding debt for various time
periods up to two years.
Increased consolidation and competition in the U.S. coal industry may adversely affect our
ability to retain or attract customers and may reduce domestic coal prices.
During the last several years, the U.S. coal industry has experienced increased consolidation,
which has contributed to the industry becoming more competitive. According to the EIA, in 1995, the
top ten coal producers accounted for approximately 50% of total domestic coal production. By 2003,
however, the top ten coal producers' share had increased to approximately 63% of total domestic
coal production. Consequently, many of our competitors in the domestic coal industry are major coal
producers who have significantly greater financial resources than us. The intense competition among
coal producers may impact our ability to retain or attract customers and may therefore adversely
affect our future revenues and profitability.
The demand for U.S. coal exports is dependent upon a number of factors outside of our control,
including the overall demand for electricity in foreign markets, currency exchange rates, ocean
freight rates, the demand for foreign-produced steel both in foreign markets and in the U.S. market
(which is dependent in part on tariff rates on steel), general economic conditions in foreign
countries, technological developments and environmental and other governmental regulations. If
foreign demand for U.S. coal were to decline, this decline could cause competition among coal
producers in the United States to intensify, potentially resulting in additional downward pressure
on domestic coal prices.
Our ability to collect payments from our customers could be impaired if their creditworthiness
deteriorates.
Our ability to receive payment for coal sold and delivered depends on the continued
creditworthiness of our customers. Our customer base is changing with deregulation as utilities
sell their power plants to their non-regulated affiliates or third parties that may be less
creditworthy, thereby increasing the risk we bear on payment default. These new power plant owners
may have credit ratings that are below investment grade. In addition, competition with other coal
suppliers could force us to extend credit to customers and on terms that could increase the risk we
bear on payment default.
We have contracts to supply coal to energy trading and brokering companies under which those
companies sell coal to end users. During 2004 and continuing in 2005, the creditworthiness of the
energy trading and brokering companies with which we do business declined, increasing the risk that
we may not be able to collect payment for all coal sold and delivered to or on behalf of these
energy trading and brokering companies.
Defects in title or loss of any leasehold interests in our properties could limit our ability
to conduct mining operations on these properties or result in significant unanticipated costs.
14
We conduct a significant part of our mining operations on properties that we lease. A title
defect or the loss of any lease upon expiration of its term, upon a default or otherwise, could
adversely affect our ability to mine the associated reserves and/or process the coal that we mine.
Title to most of our owned or leased properties and mineral rights is not usually verified until we
make a commitment to develop a property, which may not occur until after we have obtained necessary
permits and completed exploration of the property. In some cases, we rely on title information or
representations and warranties provided by our lessors or grantors. Our right to mine some of our
reserves has in the past been, and may again in the future be, adversely affected if defects in
title or boundaries exist or if a lease expires. Any challenge to our title or leasehold interests
could delay the exploration and development of the property and could ultimately result in the loss
of some or all of our interest in the property. Mining operations from time to time may rely on an
expired lease that we are unable to renew. From time to time we also may be in default with respect
to leases for properties on which we have mining operations. In such events, we may have to close
down or significantly alter the sequence of such mining operations which may adversely affect our
future coal production and future revenues. If we mine on property that we do not own or lease, we
could incur liability for such mining. Also, in any such case, the investigation and resolution of
title issues would divert management's time from our business and our results of operations could
be adversely affected. Additionally, if we lose any leasehold interests relating to any of our
preparation plants, we may need to find an alternative location to process our coal and load it for
delivery to customers, which could result in significant unanticipated costs.
In order to obtain leases or mining contracts to conduct our mining operations on property
where these defects exist, we may in the future have to incur unanticipated costs. In addition, we
may not be able to successfully negotiate new leases or mining contracts for properties containing
additional reserves, or maintain our leasehold interests in properties where we have not commenced
mining operations during the term of the lease. Some leases have minimum production requirements.
Failure to meet those requirements could result in losses of prepaid royalties and, in some rare
cases, could result in a loss of the lease itself.
Our work force could become unionized in the future, which could adversely affect the
stability of our production and reduce our profitability.
All of our coal production is from mines operated by union-free employees. However, our
subsidiaries' employees have the right at any time under the National Labor Relations Act to form
or affiliate with a union. If the terms of a union collective bargaining agreement are
significantly different from our current compensation arrangements with our employees, any
unionization of our subsidiaries' employees could adversely affect the stability of our production
and reduce our profitability.
Our ability and the ability of some of our subsidiaries to engage in some business
transactions or to pursue our business strategy may be limited by the terms of our debt.
Our credit facilities contain a number of financial covenants requiring us to meet financial
ratios and financial condition tests, as well as covenants restricting our ability to:
ŵ
incur additional debt;
ŵ
pay dividends on, redeem or repurchase capital stock;
ŵ
allow our subsidiaries to issue new stock to any person other than us or any of our other subsidiaries;
ŵ
make investments;
ŵ
make acquisitions;
15
ŵ
incur or permit to exist liens;
ŵ
enter into transactions with affiliates;
ŵ
guarantee the debt of other entities, including joint ventures;
ŵ
merge or consolidate or otherwise combine with another company; and
ŵ
transfer or sell a material amount of our assets outside the ordinary course of business.
These covenants could adversely affect our ability to finance our future operations or capital
needs or to execute preferred business strategies.
Our ability to borrow under our credit facilities will depend upon our ability to comply with
these covenants and our borrowing base requirements. Our ability to meet these covenants and
requirements may be affected by events beyond our control and we may not meet these obligations.
Our failure to comply with these covenants and requirements could result in an event of default
under our credit facilities that, if not cured or waived, could terminate our ability to borrow
further, permit acceleration of the relevant debt and permit foreclosure on any collateral granted
as security under our credit facilities. If our indebtedness is accelerated, we may not be able to
repay our debt or borrow sufficient funds to refinance it. Even if we were able to obtain new
financing, it may not be on commercially reasonable terms, on terms that are acceptable to us, or
at all. If our debt is in default for any reason, our business, financial condition and results of
operations could be materially and adversely affected.
We are also subject to limitations on capital expenditures under our revolving credit facility
as set forth in the table below. Because of these limitations, we may not be able to pursue our
business strategy to replace our aging equipment fleet, develop additional mines or pursue
additional acquisitions.
Prior to a
After a
Period
''Successful IPO''(1)
''Successful IPO''(1)
January 1,
2005 — December 31, 2005
$
155,000,000
$
175,000,000
January 1, 2006 — December 31, 2006
$
180,000,000
$
200,000,000
January 1, 2007 — December 31, 2007
$
255,000,000
$
350,000,000
January 1, 2008 — December 31, 2008
$
125,000,000
$
315,000,000
January 1, 2009 — December 31, 2009
$
75,000,000
$
125,000,000
January 1,
2010 — Final Maturity Date
$
85,000,000
$
125,000,000
(1) A ''Successful IPO'' is defined to mean a public offering with at least $250 million in gross proceeds.
If our business does not generate sufficient cash for operations, we may not be able to repay
our indebtedness.
Our ability to pay principal and interest on and to refinance our debt depends upon the
operating performance of our subsidiaries, which will be affected by, among other things, general
economic, financial, competitive, legislative, regulatory and other factors, some of which are
beyond our control. In particular, economic conditions could cause the price of coal to fall, our
revenue to decline, and hamper our ability to repay our indebtedness.
Our business may not generate sufficient cash flow from operations and future borrowings may
not be available to us under our new credit facility or otherwise in an amount sufficient to enable
us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a
portion of our
16
indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on
commercially reasonable terms, on terms acceptable to us or at all.
Risks Relating To Government Regulation
Extensive government regulations impose significant costs on our mining operations, and future
regulations could increase those costs or limit our ability to produce and sell coal.
The coal mining industry is subject to increasingly strict regulation by federal, state and
local authorities with respect to matters such as:
w
limitations on land use;
w
employee health and safety;
w
mandated benefits for retired coal miners;
w
mine permitting and licensing requirements;
w
reclamation and restoration of mining properties after mining is completed;
w
air quality standards;
w
water pollution;
w
protection of human health, plantlife and wildlife;
w
the discharge of materials into the environment;
w
surface subsidence from underground mining; and
w
the effects of mining on groundwater quality and availability.
In particular, federal and state statutes require us to restore mine property in accordance
with specific standards and an approved reclamation plan, and require that we obtain and
periodically renew permits for mining operations. If we do not make adequate provisions for all
expected reclamation and other costs associated with mine closures, it could harm our future
operating results. In addition, state and federal regulations impose strict standards for
particulate matter emissions which may restrict our ability to develop new mines or could require
us to modify our existing operations and increase our costs of doing business.
Federal and state safety and health regulation in the coal mining industry may be the most
comprehensive and pervasive system for protection of employee safety and health affecting any
segment of the U.S. industry. It is costly and time-consuming to comply with these requirements and
new regulations or orders may materially adversely affect our mining operations or cost structure,
any of which could harm our future results.
Under federal law, each coal mine operator must secure payment of federal black lung benefits
to claimants who are current and former employees and contribute to a trust fund for the payment of
benefits and medical expenses to claimants who last worked in the coal industry before July 1973.
The trust fund is funded by an excise tax on coal production. If this tax increases, or if we could
no longer pass it on to the purchaser of our coal under many of our long-term sales contracts, it
could increase our operating costs and harm our results. New regulations that took effect in 2001
could significantly increase our costs with contesting and paying black lung claims. If new laws or
regulations increase the number and award size of claims, it could substantially harm our business.
17
The costs, liabilities and requirements associated with these and other regulations may be
costly and time-consuming and may delay commencement or continuation of exploration or production
operations. Failure to comply with these regulations may result in the assessment of
administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs
and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation
of permits and other enforcement measures that could have the effect of limiting production from
our operations. We may also incur costs and liabilities resulting from claims for damages to
property or injury to persons arising from our operations. We must compensate employees for
work-related injuries. If we do not make adequate provisions for our workers' compensation
liabilities, it could harm our future operating results. If we are pursued for these sanctions,
costs and liabilities, our mining operations and, as a result, our profitability could be adversely
affected. See ''Environmental and other regulatory matters.''
The possibility exists that new legislation and/or regulations and orders may be adopted that
may materially adversely affect our mining operations, our cost structure and/or our customers'
ability to use coal. New legislation or administrative regulations (or new judicial interpretations
or administrative enforcement of existing laws and regulations), including proposals related to the
protection of the environment that would further regulate and tax the coal industry, may also
require us or our customers to change operations significantly or incur increased costs. These
regulations, if proposed and enacted in the future, could have a material adverse effect on our
financial condition and results of operations.
Mining in Northern and Central Appalachia is more complex and involves more regulatory
constraints than mining in the other areas, which could affect the mining operations and cost
structures of these areas.
The geological characteristics of Northern and Central Appalachian coal reserves, such as
depth of overburden and coal seam thickness, make them complex and costly to mine. As mines become
depleted, replacement reserves may not be available when required or, if available, may not be
capable of being mined at costs comparable to those characteristic of the depleting mines. In
addition, as compared to mines in the Powder River Basin, permitting, licensing and other
environmental and regulatory requirements are more costly and time-consuming to satisfy. These
factors could materially adversely affect the mining operations and cost structures of, and
customers' ability to use coal produced by, our mines in Northern and Central Appalachia.
Judicial rulings that restrict disposal of mining wastes could significantly increase our
operating costs, discourage customers from purchasing our coal and materially harm our financial
condition and operating results.
In our surface mining operations, we use mountaintop removal mining wherever feasible because
it allows us to recover more tons of coal per acre and facilitates the permitting of larger
projects, which allows mining to continue over a longer period of time than would be the case using
other mining methods. To dispose of mining waste generated by mountaintop removal operations, as
well as other mining operations, we obtain permits to construct and operate valley fills and
surface impoundments. Some of these permits are ''nationwide'' permits (as opposed to individual
permits) issued by the Army Corps of Engineers, or ACOE, for dredging and filling in streams and
wetlands. Several citizens groups sued the ACOE in the West Virginia
seeking to invalidate authorizations under Nationwide Permit 21.
Although the lower court enjoined the issuance of future
authorizations under Nationwide Permit 21, that decision was
overturned by the Fourth Circuit Court of Appeals, which concluded
that the ACOE complied with the Clean Water Act in promulgating
Nationwide Permit 21. A similar lawsuit filed in federal court in Kentucky
remains pending. We cannot predict the final outcome of this lawsuit. If mining methods at
issue are limited or prohibited, it could significantly increase our operational costs, make it
more difficult to economically recover a significant portion of our reserves and
18
lead to a material adverse effect on our financial condition and results of operation. We may not be able to increase
the price we charge for coal to cover higher production costs without reducing customer demand for
our coal.
We may be unable to obtain and renew permits necessary for our operations, which would reduce
our production, cash flow and profitability.
Mining companies must obtain numerous permits that impose strict regulations on various
environmental and safety matters in connection with coal mining. These include permits issued by
various federal and state agencies and regulatory bodies. The permitting rules are complex and may
change over time, making our ability to comply with the applicable requirements more difficult or
even impossible, thereby precluding continuing or future mining operations. Private individuals and
the public have certain rights to comment upon and otherwise engage in the permitting process,
including through court intervention. Accordingly, the permits we need may not be issued,
maintained or renewed, or may not be issued or renewed in a timely fashion, or may involve
requirements that restrict our ability to conduct our mining operations. An inability to conduct
our mining operations pursuant to applicable permits would reduce our production, cash flow, and
profitability.
If the assumptions underlying our reclamation and mine closure obligations are materially
inaccurate, we could be required to expend greater amounts than anticipated.
The Surface Mining Control and Reclamation Act of 1977, or SMCRA, establishes operational,
reclamation and closure standards for all aspects of surface mining as well as most aspects of deep
mining. Estimates of our total reclamation and mine-closing liabilities are based upon permit
requirements and our engineering expertise related to these requirements. The estimate of ultimate
reclamation liability is reviewed periodically by our management and engineers. The estimated
liability can change significantly if actual costs vary from assumptions or if governmental
regulations change significantly. We adopted Statement of Financial Accounting Standard No. 143,
''Accounting for Asset Retirement Obligations'' (''Statement No. 143'') effective January 1, 2003.
Statement No. 143 requires that retirement obligations be recorded as a liability based on fair
value, which is calculated as the present value of the estimated future cash flows. In estimating
future cash flows, we considered the estimated current cost of reclamation and applied inflation
rates and a third-party profit, as necessary. The third-party profit is an estimate of the
approximate markup that would be charged by contractors for work performed on behalf of us. The
resulting estimated reclamation and mine closure obligations could change significantly if actual
amounts change significantly from our assumptions.
Our operations may substantially impact the environment or cause exposure to hazardous
materials, and our properties may have significant environmental contamination, any of which could
result in material liabilities to us.
We use, and in the past have used, hazardous materials and generate, and in the past have
generated, hazardous wastes. In addition, many of the locations that we own or operate were used
for coal mining and/or involved hazardous materials usage either before or after we were involved
with those locations. We may be subject to claims under federal and state statutes, and/or common
law doctrines, for toxic torts, natural resource damages, and other damages as well as the
investigation and clean up of soil, surface water, groundwater, and other media. Such claims may
arise, for example, out of current or former activities at sites that we own or operate currently,
as well as at sites that we or predecessor entities owned or operated in the past, and at
contaminated sites that have always been owned or operated by third parties. Our liability for such
claims may be joint and several, so that we may be held responsible for more than our share of the
remediation costs or other damages, or even for the entire share. We have from time to time been
subject to claims arising out of contamination at our own and other facilities and may incur such
liabilities in the future.
19
Mining operations can also impact flows and water quality in surface water bodies and remedial
measures may be required, such as lining of stream beds, to prevent or minimize such impacts. We
are currently involved with state environmental authorities concerning impacts or alleged impacts
of our mining operations on water flows in several surface streams. We are studying, or addressing,
those impacts and we have not finally resolved those matters. Many of our mining operations take
place in the vicinity of streams, and similar impacts could be asserted or identified at other
streams in the future. The costs of our efforts at the streams we are currently addressing, and at
any other streams that may be identified in the future, could be significant.
We maintain extensive coal slurry impoundments at a number of our mines. Such impoundments are
subject to regulation. Slurry impoundments maintained by other coal mining operations have been
known to fail, releasing large volumes of coal slurry. Structural failure of an impoundment can
result in extensive damage to the environment and natural resources, such as bodies of water that
the coal slurry reaches, as well as liability for related personal injuries and property damages,
and injuries to wildlife. Some of our impoundments overlie mined out areas, which can pose a
heightened risk of failure and of damages arising out of failure. We have commenced measures to
modify our method of operation at one surface impoundment containing slurry wastes in order to
reduce the risk of releases to the environment from it, a process that will take several years to
complete. If one of our impoundments were to fail, we could be subject to substantial claims for
the resulting environmental contamination and associated liability, as well as for fines and
penalties.
These and other impacts that our operations may have on the environment, as well as exposures
to hazardous substances or wastes associated with our operations and environmental conditions at
our properties, could result in costs and liabilities that would materially and adversely affect
us.
Extensive environmental regulations affect our customers and could reduce the demand for coal
as a fuel source and cause our sales to decline.
The Clean Air Act and similar state and local laws extensively regulate the amount of sulfur
dioxide, particulate matter, nitrogen oxides, and other compounds emitted into the air from coke
ovens and electric power plants, which are the largest end-users of our coal. Such regulations will
require significant emissions control expenditures for many coal-fired power plants to comply with
applicable ambient air quality standards. As a result, these generators may switch to other fuels
that generate less of these emissions, possibly reducing future demand for coal and the
construction of coal-fired power plants.
The Federal Clean Air Act, including the Clean Air Act Amendments of 1990, and corresponding
state laws that regulate emissions of materials into the air affect coal mining operations both
directly and indirectly. Measures intended to improve air quality that reduce coal's share of the
capacity for power generation could diminish our revenues and harm our business, financial
condition and results of operations. The price of higher sulfur coal may decrease as more
coal-fired utility power plants install additional pollution control equipment to comply with
stricter sulfur dioxide emission limits, which may reduce our revenues and harm our results. In
addition, regulatory initiatives including the nitrogen oxide rules, new ozone and particulate
matter standards, regional haze regulations, new source review, regulation of mercury emissions,
and legislation or regulations that establish restrictions on greenhouse gas emissions or provide
for other multiple pollutant reductions could make coal a less attractive fuel to our utility
customers and substantially reduce our sales.
Various new and proposed laws and regulations may require further reductions in emissions from
coal- fired utilities. For example, under the Clean Air Interstate Rule issued in March 2005, the
U.S. Environmental Protection Agency, or EPA, has further regulated sulfur dioxide and nitrogen
oxides from coal-fired power plants. Among other things, in affected states, the rule mandates
reductions in sulfur dioxide emissions by approximately 45% below 2003 levels by 2010, and by
approximately 57% below
20
2003 levels by 2015. The stringency of this cap may require many coal-fired
sources to install additional pollution control equipment, such as wet scrubbers. Installation of
additional pollution control equipment required by this proposed rule could result in a decrease in
the demand for low sulfur coal (because sulfur would be removed by the new equipment), potentially
driving down prices for low sulfur coal. In March 2005, the EPA also adopted the Clean Air Mercury
Rule to control mercury emissions from power plants, which could require coal-fired power plants to
install new pollution controls or comply with a mandatory, declining cap on the total mercury
emissions allowed from coal-fired power plants nationwide. Both of
these are subject to administrative reconsideration and judicial
challenge. The Clean Air Mercury rule has also been subject to challenge in Congress. These and other future standards could have
the effect of making the operation of coal-fired plants less profitable, thereby decreasing demand
for coal. The majority of our coal supply agreements contain provisions that allow a purchaser to
terminate its contract if legislation is passed that either restricts the use or type of coal
permissible at the purchaser's plant or results in specified increases in the cost of coal or its
use.
There have been several recent proposals in Congress, including the Clear Skies Initiative,
that are designed to further reduce emissions of sulfur dioxide, nitrogen oxides and mercury from
power plants, and certain ones could regulate additional air pollutants. If such initiatives are
enacted into law, power plant operators could choose fuel sources other than coal to meet their
requirements, thereby reducing the demand for coal.
A regional haze program initiated by the EPA to protect and to improve visibility at and
around national parks, national wilderness areas and international parks restricts the construction
of new coal- fired power plants whose operation may impair visibility at and around federally
protected areas, and may require some existing coal-fired power plants to install additional
control measures designed to limit haze-causing emissions.
One major by-product of burning coal is carbon dioxide, which is considered a greenhouse gas
and is a major source of concern with respect to global warming. The Kyoto Protocol to the 1992
Framework Convention on Global Climate Change, which establishes a binding set of emission targets
for greenhouse gases, became binding on ratifying countries on February 16, 2005. Four
industrialized nations have refused to ratify the Kyoto Protocol — Australia, Liechtenstein,
Monaco and the United States. Although the targets vary from country to country, if the United
States were to ratify the Kyoto Protocol, our nation would be required to reduce greenhouse gas
emissions to 93% of 1990 levels in a series of phased reductions from 2008 to 2012.
Future regulation of greenhouse gases in the United States could occur pursuant to future U.S.
treaty obligations, statutory or regulatory changes under the Clean Air Act, or otherwise. The Bush
Administration has proposed a package of voluntary emission reductions for greenhouse gases which
provide for certain incentives if targets are met. Some states, such as Massachusetts, have already
issued regulations regulating greenhouse gas emissions from large power plants. Further, in 2002,
the Conference of New England Governors and Eastern Canadian Premiers adopted a Climate Change
Action Plan, calling for reduction in regional greenhouse emissions to 1990 levels by 2010, and a
further reduction of at least 10% below 1990 levels by 2020. Increased efforts to control
greenhouse gas emissions, including the future ratification of the Kyoto Protocol by the United
States, could result in reduced demand for our coal.
Risks Relating To Our Common Stock
We may be unable to provide the required financial information in a timely and reliable
manner.
21
Our current operations consist primarily of the assets of our predecessor, Horizon, and the
Anker and CoalQuest businesses that we have acquired, each of which had different historical
operating, financial, accounting and other systems. Due to our rapid growth and limited history
operating, our acquired operations as an integrated business, and our internal controls and
procedures do not currently meet all the standards applicable to public companies, including those
contemplated by Section 404 of the Sarbanes-Oxley Act of 2002, as well as rules and regulations
enacted by the Securities and Exchange Commission. Areas of deficiency in our internal controls
requiring improvement include documentation of controls and procedures, insufficient experience in
public company accounting and periodic reporting matters among our financial and accounting staff.
Our management may not be able to effectively and timely implement controls and procedures
that adequately respond to the increased regulatory compliance and reporting requirements that will
be applicable to us as a public company. If we are not able to implement the requirements of
Section 404 in a timely manner or with adequate compliance, our independent auditors may not be
able to attest to the adequacy of our internal controls over financial reporting. This result may
subject us to adverse regulatory consequences, and there could also be a negative reaction in the
financial markets due to a loss of confidence in the reliability of our financial statements. We
could also suffer a loss of confidence in the reliability of our financial statements if our
auditors report a material weakness in our internal controls. In addition, if we fail to develop
and maintain effective controls and procedures, we may be unable to provide the required financial
information in a timely and reliable manner or otherwise comply with the standards applicable to us
as a public company. Any failure by us to timely provide the required financial information could
materially and adversely impact our financial condition and the market value of our securities.
Our stock price may be extremely volatile, and you may not be able to resell your shares at or
above the public offering price.
There has been significant volatility in the market price and trading volume of equity
securities, which is unrelated to the financial performance of the companies issuing the
securities. These broad market fluctuations may negatively affect the market price of our common
stock.
Some specific factors that may have a significant effect on our common stock market price
include:
w
actual or anticipated fluctuations in our operating results or future prospects;
w
the public's reaction to our press releases, our other public announcements and our filings with the SEC;
w
strategic actions by us or our competitors, such as acquisitions or restructurings;
w
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
w
changes in accounting standards, policies, guidance, interpretations or principles;
w
conditions of the coal industry as a result of changes in financial markets or general economic conditions, including
those resulting from war, incidents of terrorism and responses to such events;
w
sales of common stock by us or members of our management team; and
w
changes in stock market analyst recommendations or earnings estimates regarding our common stock, other comparable
companies or the coal industry generally.
22
We cannot predict the extent to which investor interest in our company will lead to the
development of an active trading market on The New York Stock Exchange or otherwise or how liquid
that market might become. If an active trading market does not develop, you may have difficulty
selling any of our common stock that you buy. Consequently, you may not be able to sell our common
stock at prices equal to or greater than the price you paid for your shares of common stock.
Anti-takeover provisions in our charter documents and Delaware corporate law may make it
difficult for our stockholders to replace or remove our current board of directors and could deter
or delay third-parties from acquiring us, which may adversely affect the marketability and market
price of our common stock.
Provisions in our amended and restated certificate of incorporation and bylaws and in Delaware
corporate law may make it difficult for stockholders to change the composition of our board of
directors in any one year, and thus prevent them from changing the composition of management. In
addition, the same provisions may make it difficult and expensive for a third-party to pursue a
tender offer, change in control or takeover attempt that is opposed by our management and board of
directors. Public stockholders who might desire to participate in this type of transaction may not
have an opportunity to do so. These anti-takeover provisions could substantially impede the ability
of public stockholders to benefit from a change in control or change our management and board of
directors and, as a result, may adversely affect the marketability and market price of our common
stock.
We are also subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law. Under these provisions, if anyone becomes an ''interested stockholder,'' we may
not enter into a ''business combination'' with that person for three years without special
approval, which could discourage a third party from making a takeover offer and could delay or
prevent a change of control. For purposes of Section 203, ''interested stockholder'' means,
generally, someone owning more than 15% or more of our outstanding voting stock or an affiliate of
ours that owned 15% or more of our outstanding voting stock during the past three years, subject to
certain exceptions as described in Section 203.
Under any change of control, the lenders under our credit facilities would have the right to
require us to repay all of our outstanding obligations under the facility.
There may be circumstances in which the interests of our major stockholders could be in
conflict with your interests as a stockholder.
Funds
sponsored by WLR will own in excess of 10% of our common stock. Circumstances may occur
in which WLR or other major investors may have an interest in pursuing acquisitions, divestitures
or other transactions, including among other things, taking advantage of certain corporate
opportunities that, in their judgment, could enhance their investment in us or another company in
which they invest. These transactions might invoke risks to our other holders of common stock or
adversely affect us or other investors, including investors.
We may from time to time engage in transactions with related parties and affiliates that
include, among other things, business arrangements, lease arrangements for certain coal reserves
and the payment of fees or commissions for the transfer of coal reserves by one operating company
to another. These transactions, if any, may adversely affect our sales volumes, margins and
earnings.
If our stockholders sell substantial amounts of our common stock, the market price of our
common stock may decline.
23
Under a registration rights agreement that we entered into with certain of our existing
stockholders, certain of our stockholders have ''demand'' and ''piggyback'' registration rights in
connection future offerings of our common stock. ''Demand'' rights enable the holders to demand
that their shares of common stock be registered and may require us to file a registration statement
under the Securities Act at our expense. ''Piggyback'' rights require us to provide notice to the
relevant holders of our stock if we propose to register any of our securities under the Securities
Act and grant such holders the right to include their shares in our registration statement. We have
also granted ''piggyback'' registration rights to the former Anker and CoalQuest holders who
received shares of our common stock in the Anker and CoalQuest acquisitions. As restrictions on
resale end, our stock price could drop significantly if the holders of these restricted shares sell
them or the market perceives they intend to sell them. These sales may also make it more difficult
for us to sell securities in the future at a time and at a price we deem appropriate.
The requirements of being a public company may strain our resources and distract management.
As a result of the reorganization, we became subject to the reporting requirements of the
Securities Exchange Act of 1934 and the Sarbanes-Oxley Act. These requirements may place a strain
on our people, systems and resources. The Exchange Act requires that we file annual, quarterly and
current reports with respect to our business and financial condition. The Sarbanes-Oxley Act
requires that we maintain effective disclosure controls and procedures and internal controls over
financial reporting. In order to maintain and improve the effectiveness of our disclosure controls
and procedures and internal controls over financial reporting, significant resources and management
oversight will be required. This may divert management's attention from other business concerns. As
a result of becoming a public company, our costs will increase as a result of having to comply with
the Exchange Act, the Sarbanes-Oxley Act and The New York Stock Exchange listing requirements,
which will require us, among other things, to establish an internal audit function.
We will incur incremental costs not reflected in our historical financial statements as a
result of these increased regulatory compliance and reporting requirements, including increased
auditing and legal fees. We also will need to hire additional accounting and administrative staff
with experience managing public companies. Moreover, the standards that are applicable to us as a
public company could make it more difficult and expensive for us to attract and retain qualified
members of our board of directors and qualified executive officers. We also anticipate that the
regulations related to the Sarbanes-Oxley Act will make it more difficult and more expensive for us
to obtain director and officer liability insurance, and we may be required to accept reduced
coverage or incur substantially higher costs to obtain coverage.
We may not pay dividends for the foreseeable future.
We may retain any future earnings to support the development and expansion of our business or
make additional payments under our credit facilities and, as a result, we may not pay cash
dividends in the foreseeable future. Our payment of any future dividends will be at the discretion
of our board of directors after taking into account various factors, including our financial
condition, operating results, cash needs, growth plans and the terms of any credit agreements that
we may be a party to at the time. Our credit facilities limit us from paying cash dividends or
other payments or distributions with respect to our capital stock in excess of certain limitations.
In addition, the terms of any future credit agreement may contain similar restrictions on our
ability to pay any dividends or make any distributions or payments with respect to our capital
stock. Accordingly, investors must rely on sales of their common stock after price appreciation,
which may never occur, as the only way to realize their investment.
24
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares covered by this prospectus.
While we will receive sums upon the exercise of options by the Selling Stockholders, we currently
have no plans for their application, other than for general corporate purposes. We cannot assure
you that any such options will be exercised.
DILUTION
Because any selling stockholders who offer and sell shares covered by this prospectus may do
so at various times, at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions, we have not included in this prospectus
information about the dilution (if any) to the public arising from these sales.
SELLING STOCKHOLDERS
This prospectus relates to Shares that are being registered for reoffers and resales by
Selling Stockholders who have acquired or may acquire Shares pursuant to each of the Plans. The
Selling Stockholders may resell any or all of the Shares at any time they choose while this
prospectus is effective.
Executive officers and directors, their family members, trusts for their benefit, or entities
that they own, that acquire common stock under the Plans may be added to the Selling Stockholder
list below by a prospectus supplement filed with the Commission. The number of Shares to be sold
by any Selling Stockholder under this prospectus also may be increased or decreased by a prospectus
supplement. Although a person's name is included in the table below, neither that person nor we
are making an admission that the named person is our "affiliate."
Each of the Selling Stockholders is an employee or director of the Company. The following
table sets forth:
w
the name and principal position or positions over the past three
years with the Company of each Selling Stockholder; and
w
the number of shares of common stock each Selling Stockholder
beneficially owned as of November 30, 2005.
There is no assurance that any of the Selling Stockholders will sell any or all of the shares
offered by them under this Registration Statement. The address of each Selling Stockholder is c/o
International Coal Group, Inc., 2000 Ashland Drive, Ashland, Kentucky 41101.
Shares Beneficially Owned
as of November 30, 2005
Name
Position
Number
Percent
(1)
Bennett K. Hatfield
President and Chief
379,763
(2)
*
Executive Officer
William D. Campbell
Vice President, Treasurer
56,250
(3)
*
and Secretary
Phillip Michael Hardesty
Senior Vice President,
50,000
(4)
*
Sales and Marketing
Oren Eugene Kitts
Senior Vice President,
62,500
(5)
*
Mining Services
Samuel R. Kitts
Senior Vice President,
62,500
(6)
*
West Virginia and
Maryland Operations
25
Shares Beneficially Owned
as of November 30, 2005
Name
Position
Number
Percent
(1)
Roger L. Nicholson
Senior Vice President and
62,500
(7)
*
General Counsel
William Scott Perkins
Senior Vice President, Kentucky
62,500
(8)
*
and Illinois Operations
Charles G. Snavely
Vice President, Planning
50,000
(9)
*
and Acquisitions
*
Less that 1%
(1)
Applicable percentage of ownership is based on 107,230,999 shares of our common
stock issued and outstanding as of September 30, 2005 and does not include shares
issuable in connection with the Anker and CoalQuest acquisitions.
(2)
The amount of securities reported as beneficially owned includes Mr. Hatfield's
options to purchase 79,763 shares of common stock that are presently exercisable or
exercisable within the next 60 days. Includes 93,750 shares of common stock and
206,250 unvested shares of restricted common stock, which have voting, dividend and
other distribution rights. Excludes options to purchase 239,289 shares of common stock
that are presently unexercisable and unexercisable within the next 60 days.
(3)
The amount of securities reported as beneficially owned includes Mr. Campbell's
options to purchase 11,250 shares of common stock that are presently exercisable or
exercisable within the next 60 days. Includes 11,250 shares of common stock and 33,750
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 33,750 shares of common stock that
are presently unexercisable and unexercisable within the next 60 days.
(4)
The amount of securities reported as beneficially owned includes Mr. Hardesty's
options to purchase 10,000 shares of common stock that are presently exercisable or
exercisable within the next 60 days. Includes 10,000 shares of common stock and 30,000
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 30,000 shares of common stock that
are presently unexercisable and unexercisable within the next 60 days.
(5)
The amount of securities reported as beneficially owned includes Mr. Kitts'
options to purchase 12,500 shares of common stock that are presently exercisable or
exercisable within the next 60 days. Includes 12,500 shares of common stock and 37,500
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 37,500 shares of common stock that
are presently unexercisable and unexercisable within the next 60 days.
(6)
The amount of securities reported as beneficially owned includes Mr. Kitts'
options to purchase 12,500 shares of common stock that are presently exercisable or
exercisable within the next 60 days. Includes 12,500 shares of common stock and 37,500
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 37,500 shares of common stock that
are presently unexercisable and unexercisable within the next 60 days.
(7)
The amount of securities reported as beneficially owned includes Mr.
Nicholson's options to purchase 12,500 shares of common stock that are presently
exercisable or exercisable within the next 60 days. Includes 93,750 shares of common
stock and 206,250 unvested shares of restricted common stock, which have voting,
dividend and other distribution rights. Excludes options to purchase 37,500 shares of
common stock that are presently unexercisable and unexercisable within the next 60
days.
(8)
The amount of securities reported as beneficially owned includes Mr. Perkins'
options to purchase 12,500 shares of common stock that are presently exercisable or
exercisable within the next 60 days. Includes 12,500 shares of common stock and 37,500
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 37,500 shares of common stock that
are presently unexercisable and unexercisable within the next 60 days.
(9)
The amount of securities reported as beneficially owned includes Mr. Hatfield's
options to purchase 10,000 shares of common stock that are presently exercisable or
exercisable within the next 60 days. Includes 10,000 shares of common stock and 30,000
unvested shares of restricted common stock, which have voting, dividend and other
distribution rights. Excludes options to purchase 30,000 shares of common stock that
are presently unexercisable and unexercisable within the next 60 days.
26
PLAN OF DISTRIBUTION
The Selling Stockholders have not advised ICG of any specific plan for the sale or
distribution of the Shares. If and when they occur, such sales may be made in any of the following
manners:
¨
On The New York Stock Exchange (or through the facilities of any
national securities exchange or U.S. inter-dealer quotation system
of a registered national securities association, on which the
Shares are then listed, admitted to unlisted trading privileges or
included for quotation);
¨
in public or privately negotiated transactions;
¨
in transactions involving principals or brokers;
¨
in a combination of such methods of sale; or
¨
any other lawful methods.
Although sales of the Shares are, in general, expected to be made at market prices prevailing
at the time of sale, the Shares may also be sold at prices related to such prevailing market prices
or at negotiated prices, which may differ considerably.
When offering the Shares covered by this prospectus, each of the Selling Stockholders and any
broker-dealers who sell the Shares for the Selling Stockholders may be "underwriters" within the
meaning of the Securities Act, and any profits realized by such Selling Stockholders and the
compensation of such broker-dealers may be underwriting discounts and commissions.
Sales through brokers may be made by any method of trading authorized by any stock exchange or
market on which the Shares may be listed, including block trading in negotiated transactions.
Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the
Shares covered by this Prospectus, either as agents for others or as principals for their own
accounts, and reselling such Shares pursuant to this Prospectus. The Selling Stockholders may
effect such transactions directly, or indirectly through underwriters, broker-dealers or agents
acting on their behalf. In connection with such sales, such broker-dealers or agents may receive
compensation in the form of commissions, concessions, allowances or discounts, any or all of which
might be in excess of customary amounts.
Each of the Selling Stockholders is acting independently of ICG in making decisions with
respect to the timing, manner and size of each sale of Shares. ICG has not been advised of any
definitive selling arrangement at the date of this prospectus between any Selling Stockholder and
any broker-dealer or agent.
To the extent required, the names of any agents, broker-dealers or underwriters and applicable
commissions, concessions, allowances or discounts, and any other required information with respect
to any particular offer of the Shares by the Selling Stockholders, will be set forth in a
prospectus supplement.
The expenses of preparing and filing this prospectus and the related Registration Statement
with the SEC will be paid entirely by ICG. Shares of Common Stock covered by this prospectus also
may qualify to be sold pursuant to Rule 144 under the Securities Act, rather than pursuant to this
Prospectus. The Selling Stockholders have been advised that they are subject to the applicable
provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
without limitation, Rule 10b-5 thereunder.
Neither ICG nor the Selling Stockholders can estimate at the present time the amount of
commissions or discounts, if any, that will be paid by the Selling Stockholders on account of their
sales of the Shares from time to time.
27
LEGAL MATERS
The validity of the issuance of the Shares offered in this prospectus will be passed upon for
us by Jones Day, New York, New York.
EXPERTS
The combined financial statements of Horizon NR, LLC and certain subsidiaries (''Combined
Companies'') as of September 30, 2004 and December 31, 2003, and for the period January 1, 2004 to
September 30, 2004, the year ended December 31, 2003, the period May 10, 2002 to December 31, 2002,
and for the period January 1, 2002 to May 9, 2002, incorporated by reference in this prospectus has
been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated
in their reports appearing herein and elsewhere in the registration statement (which report on the
combined financial statements expresses an unqualified opinion on the financial statements and
includes explanatory paragraphs referring to (1) fresh start reporting as of May 9, 2002, (2)
allocations of certain assets and expense items applicable to Horizon and subsidiaries, (3) the
bankruptcy filing of the Combined Companies and the fact the combined financial statements do not
include any adjustments relating to the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might result should the Combined Companies be
unable to continue as a going concern, and (4) referring to the restatement of the financial
statements and which report on the financial statement schedule expresses an unqualified opinion on
the financial statement schedule and includes an explanatory paragraph referring to the restatement
of the financial statement schedule) and are so incorporated by reference in reliance upon the
reports of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of ICG, Inc. and subsidiaries as of December 31, 2004
and for period May 13, 2004 (inception) to December 31, 2004, incorporated by reference in this
prospectus has been audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their reports appearing in this prospectus and elsewhere in the registration
statement (which reports express an unqualified opinion on the financial statements and financial
statement schedule and which report on the financial statements includes an explanatory paragraph
referring to the restatement of the 2004 financial statements and which report on the financial
statement schedule includes an explanatory paragraph referring to the restatement of the financial
statement schedule) and are so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements of Anker Coal Group, Inc. and subsidiaries as of
December 31, 2004 and for the year then ended, incorporated by reference in this prospectus have
been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated
in their report appearing herein, and are so included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The financial statements of CoalQuest Development LLC as of December 31, 2004 and for the year
then ended, incorporated by reference in this prospectus have been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their report appearing herein,
and are so included in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
EXPERTS—COAL RESERVES
The estimates of our proven and probable coal reserves referred to in this prospectus, to the
extent described or incorporated by reference in this prospectus, have been prepared by us and
reviewed by Marshall Miller & Associates, Inc.
28
INFORMATION INCORPORATED BY REFERENCE
The following documents have been filed by the Registrant, with the Commission and are
incorporated herein by reference:
¨
The prospectus filed by the Registrant pursuant to Rule 424(a) on November 21, 2005;
¨
The description of the Registrant's Common Stock contained in the registration
statement on Form 8-A filed with the Commission on November 18, 2005, including any
subsequently filed amendments and reports updating such description; and
¨
Current Report on Form 8-K, dated November 22, 2005.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, will be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed, except as
modified or superseded, to constitute a part of this registration statement.
ICG will provide to any person, including any beneficial owner of its securities, to whom this
prospectus is delivered, a copy of any or all of this information that has been incorporated by
reference in this prospectus but not delivered with this prospectus. You may make such requests at
no cost to you by writing or telephoning ICG at the following address or number:
International Coal Group, Inc.
2000 Ashland Drive
Ashland, Kentucky 41101
(606) 920-7400
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the information requirements of the Exchange Act. Accordingly, we file
annual, quarterly and current reports, proxy statements and other information with the SEC. We
also furnish our shareholders annual reports, which include financial statements audited by our
independent registered public accounting firm, and other reports which the law requires us to send
to our shareholders. The public may read and copy any reports, proxy statements or other
information that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet web
site at http://www.sec.gov that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.
We also make available free of charge through our web site our annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to those
reports, as soon as reasonably practical after such material is filed with or furnished to the SEC.
Our web site address is http://www.intlcoal.com. Please note that our web site address is
provided as an inactive textual reference only. The information provided on our web site is not
part of this prospectus, and is
29
therefore not incorporated by reference unless such information is otherwise specifically
referenced elsewhere in this prospectus.
We have filed with the SEC a registration statement on Form S-8 under the Securities Act with
respect to the shares offered by this reoffer prospectus. This reoffer prospectus does not contain
all of the information in the registration statement. You will find more information about us and
our common stock in the registration statement. Any statements made in this reoffer prospectus
concerning the provisions of legal documents are not necessarily complete and you should read the
documents which are filed as exhibits to the registration statement or otherwise filed with the
SEC.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 102 of the Delaware General Corporation Law, or the DGCL, ICG's
amended and restated certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as a director.
ICG's amended and restated certificate of incorporation and bylaws also provides that:
•
ICG must indemnify its directors and officers to the fullest extent permitted by Delaware law;
•
ICG may advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to
the fullest extent permitted by Delaware Law; and
•
ICG may indemnify its other employees and agents to the same extent that it indemnified its officers and directors,
unless otherwise determined by its board of directors.
Pursuant to Section 145(a) of the DGCL, ICG may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by reason of the fact that the person
is or was a director, officer, agent or employee of ICG or is or was serving at ICG's request as a
director, officer, agent, or employee of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding. Pursuant to Section 145(b) of the DGCL, the power to indemnify also applies to actions
brought by or in the right of the corporation as well, but only to the extent of defense expenses
(including attorneys' fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit. Pursuant to Section 145(b), ICG shall not indemnify
any person in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to it unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper. The power to indemnify under Sections 145(a) and (b) of the DGCL applies
(i) if such person is successful on the merits or otherwise in defense of any action, suit or
proceeding, or (ii) if such person acted in good faith and in a manner he reasonably believed to be
in the best interest, or not opposed to the best interest, of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 174 of the DGCL provides, among other things, that a director, who willfully or
negligently approves of an unlawful payment of dividends or an unlawful stock purchase or
redemption, may be held liable for such actions. A director who was either absent when the
unlawful actions were approved or dissented at the time, may avoid liability by causing his or her
dissent to such actions to be
30
entered in the books containing the minutes of the meetings of the board of directors at the
time such action occurred or immediately after such absent director receives notice of the unlawful
acts. The indemnification provisions contained in ICG's amended and restated certificate of
incorporation and bylaws will not be exclusive of any other rights to which a person may be
entitled by law, agreement, vote of stockholders or disinterested directors or otherwise. In
addition, ICG will maintain insurance on behalf of its directors and executive officers insuring
them against any liability asserted against them in their capacities as directors or officers or
arising out of such status.
31
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant, with the Commission and are
incorporated herein by reference:
•
The prospectus filed by the Registrant pursuant to Rule 424(a) on November 21, 2005;
•
The description of the Registrant's Common Stock contained in the registration
statement on Form 8-A filed with the Commission on November 18, 2005, including any
subsequently filed amendments and reports updating such description; and
•
Current Report on Form 8-K, dated November 22, 2005.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of
this registration statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or which deregisters all securities then remaining
unsold, will be deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein will be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded will not be deemed, except as modified or superseded, to constitute a part of this
registration statement.
(i) Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 102 of the Delaware General Corporation Law, or the DGCL, the
Registrant's amended and restated certificate of incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of fiduciary duty as a
director.
The
Registrant's amended and restated certificate of incorporation and bylaws also
provides that:
•
the Registrant must indemnify its directors and officers to the
fullest extent permitted by Delaware law;
•
the Registrant may advance expenses, as incurred, to its directors
and executive officers in connection with a legal proceeding to
the fullest extent permitted by Delaware Law; and
II-1
•
the Registrant may indemnify its other employees and agents to the
same extent that it indemnified its officers and directors, unless
otherwise determined by its board of directors.
Pursuant to Section 145(a) of the DGCL, the Registrant may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by reason of the fact that
the person is or was a director, officer, agent or employee of the Registrant or is or was serving
at the Registrant's request as a director, officer, agent, or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees,
judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding. Pursuant to Section 145(b) of the DGCL, the power
to indemnify also applies to actions brought by or in the right of the corporation as well, but
only to the extent of defense expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or suit. Pursuant to
Section 145(b), the Registrant shall not indemnify any person in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to it unless and only to the
extent that the Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper. The power to indemnify
under Sections 145(a) and (b) of the DGCL applies (i) if such person is successful on the merits or
otherwise in defense of any action, suit or proceeding, or (ii) if such person acted in good faith
and in a manner he reasonably believed to be in the best interest, or not opposed to the best
interest, of the corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 174 of the DGCL provides, among other things, that a director, who willfully or
negligently approves of an unlawful payment of dividends or an unlawful stock purchase or
redemption, may be held liable for such actions. A director who was either absent when the
unlawful actions were approved or dissented at the time, may avoid liability by causing his or her
dissent to such actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such absent director
receives notice of the unlawful acts. The indemnification provisions contained in the Registrant's
amended and restated certificate of incorporation and bylaws will not be exclusive of any other
rights to which a person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, the Registrant will maintain insurance on behalf of its
directors and executive officers insuring them against any liability asserted against them in their
capacities as directors or officers or arising out of such status.
(ii) Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number
Description
4.1
Form of Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement No.
333-124393 on Form S-1, filed on October 24, 2005).
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4.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement No. 333-124393 on Form S-1, filed on November 9,
2005).
4.3
International Coal Group Inc. 2005 Equity and Performance Incentive Plan (incorporated by
reference to Exhibit 10.29 to the Registrant's Registration Statement No. 333-124393 on Form
S-1, filed on September 29, 2005).
4.4
International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Incentive Stock
Option Agreement (incorporated by reference to Exhibit 10.30 to the Registrant's Registration
Statement No. 333-124393 on Form S-1, filed on September 29, 2005).
4.5
International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Non-Qualified
Stock Option Agreement (incorporated by reference to Exhibit 10.31 to the Registrant's
Registration Statement No. 333-124393 on Form S-1, filed on September 29, 2005).
4.6
International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Restricted Share
Agreement (incorporated by reference to Exhibit 10.32 to the Registrant's Registration
Statement No. 333-124393 on Form S-1, filed on September 29, 2005).
5.1
Opinion of Jones Day.
23.1
Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1 hereto).
23.2
Consent of Deloitte & Touche, LLP.
23.3
Consent of Marshall Miller & Associates, Inc.
(iii) Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date
of this registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20
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percent change in the maximum aggregate price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such
information in this registration statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if registration
statement is on Form 8-A, and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time will be deemed to be
the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
registration statement will be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time will be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signatures on following page]
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Ashland, State of Kentucky, on
December 6, 2005.
INTERNATIONAL COAL GROUP, INC.
By:
/s/
Bennett K. Hatfield
Bennett K. Hatfield
President, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Bennett K. Hatfield and William D. Campbell, and each of them, with full power to act
without the others, such person's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact
and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on
Form S-8 has been signed by the following persons in the capacities
indicated on December 6,
2005:
Signature
Title
/s/
Bennett K. Hatfield
President, Chief Executive Officer and
Bennett K. Hatfield
Director (Principal Executive Officer)
/s/
William D. Campbell
Vice President, Treasurer and Secretary
William D. Campbell
(Principal Financial and Accounting Officer)
/s/ Wilbur L. Ross, Jr.
Non-Executive Chairman and Director
Wilbur L. Ross, Jr.
/s/
Jon R. Bauer
Director
Jon R. Bauer
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Signature
Title
/s/ Cynthia B. Bezik
Director
Cynthia B. Bezik
/s/ William J. Catacosinos
Director
William J. Catacosinos
/s/ Marcia L. Page
Director
Marcia L. Page
/s/ Wendy L. Teramoto
Director
Wendy L. Teramoto
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(b)
EXHIBIT INDEX
Exhibit Number
Description
4.1
Form of Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement No.
333-124393 on Form S-1, filed on October 24, 2005).
4.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement No. 333-124393 on Form S-1, filed on November 9,
2005).
4.3
International Coal Group Inc. 2005 Equity and Performance Incentive Plan (incorporated by
reference to Exhibit 10.29 to the Registrant's Registration Statement No. 333-124393 on Form
S-1, filed on September 29, 2005).
4.4
International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Incentive Stock
Option Agreement (incorporated by reference to Exhibit 10.30 to the Registrant's Registration
Statement No. 333-124393 on Form S-1, filed on September 29, 2005).
4.5
International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Non-Qualified
Stock Option Agreement (incorporated by reference to Exhibit 10.31 to the Registrant's
Registration Statement No. 333-124393 on Form S-1, filed on September 29, 2005).
4.6
International Coal Group, Inc. 2005 Equity and Performance Incentive Plan: Restricted Share
Agreement (incorporated by reference to Exhibit 10.32 to the Registrant's Registration
Statement No. 333-124393 on Form S-1, filed on September 29, 2005).
5.1
Opinion of Jones Day.
23.1
Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1 hereto).
23.2
Consent of Deloitte & Touche, LLP.
23.3
Consent of Marshall Miller & Associates, Inc.