SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CONSOL Energy Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
20854P 10 9
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(CUSIP Number)
Dr. Georg Mueller
RWE Aktiengesellschaft
Opernplatz 1
D-45128 Essen, Germany
011 49-201-12-00
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
May 28, 2003
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.|_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 20854P 10 9
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RWE Aktiengesellschaft
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 57,997,357
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 57,997,357
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,997,357
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 2 amends and supplements the Statement on Schedule 13D
initially filed on June 7, 1999 with the Securities and Exchange Commission
(the "SEC") by RWE Aktiengesellschaft, a corporation organized under the laws
of the Federal Republic of Germany ("RWE"), as previously amended by Amendment
No. 1 filed with the SEC by RWE on September 5, 2001 (such Schedule 13D as
previously amended, the "Schedule 13D"), which Schedule 13D relates to the
Common Stock, par value $.01 per share, of CONSOL Energy Inc. Unless otherwise
defined herein, capitalized terms used herein have the respective meanings
ascribed thereto in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by
inserting the following paragraph as the next to last paragraph of such item:
In connection with its review of its existing investments, RWE is
considering the disposition of some of or all the Shares of Common Stock
of the Issuer owned by its Subsidiaries, which disposition may
take any of a number of forms, including, without limitation,
underwritten offerings of such Shares, open market or private sales of
such Shares, an extraordinary corporate transaction involving the Issuer,
including, without limitation, a merger or reorganization, or a
combination of any of the foregoing. RWE has advised the Issuer of the
foregoing and has advised the Issuer of its intention to coordinate with
the Issuer in the implementation of any such disposition. The timing,
form and size of any such disposition would depend on market conditions,
business conditions and other factors, and there can be no assurance that
any such disposition will occur. RWE reserves the right not to dispose of
any Shares of Common Stock of the Issuer.
4
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 2, 2003
RWE AKTIENGESELLSCHAFT,
By /s/ Georg Lambertz
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Name: Georg Lambertz
Title: Senior Vice President Finance
By /s/ Andreas Zetzche
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Name: Andreas Zetzche
Title: Senior Vice President
Mergers and Acquisitions