SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CONSOL Energy Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
20854P 10 9
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(CUSIP Number)
Jens Gemmecke
Head Legal Acquisitions and Divestments
RWE Aktiengesellschaft
Opernplatz 1
D-45128 Essen, Federal Republic of 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 LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
October 2, 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 "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
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Names of Reporting Persons
1 I.R.S. Identification Nos. of Above Persons (entities only)
RWE AKTIENGESELLSCHAFT
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds (See Instructions)
AF
________________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
6 Citizenship or Place of Organization
THE FEDERAL REPUBLIC OF GERMANY
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
43,897,357
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
43,897,357
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
43,897,357
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12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
48.9%
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14 Type of Reporting Person (See Instructions)
HC
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This Amendment No. 4 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 and
Amendment No. 2 filed with the SEC by RWE on June 2, 2003, and as amended and
restated by Amendment No. 3 filed with the SEC by RWE on September 19, 2003
(such Schedule 13D as so amended and restated, the "Schedule 13D"), which
Schedule 13D relates to the common stock, par value $.01 per share (the
"Common Stock"), of CONSOL Energy Inc. (the "Issuer"). 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 an exercise of the Placement Right (granted to
the placement agent under an option agreement (the "Option Agreement") entered
into in connection with the transaction reported on by Amendment No. 3 to the
Schedule 13D), on October 2, 2003, RWE Rheinbraun Aktiengesellschaft
("Rheinbraun"), through which RWE beneficially owns all of its Common Stock,
agreed to sell 27,274,425 shares at a price of $18.32 per share to a number of
investors in a private placement that is scheduled to close on October 9,
2003. Rheinbraun will pay a placement fee of 50 cents per share to the
placement agent. The excess of the purchase price per share in this
transaction over $17.82 will be paid to the investors that purchased shares
under the Placement Agreement dated September 18, 2003 (relating to the
transaction reported on by Amendment No. 3 to the Schedule 13D), on a pro rata
basis based on the number of shares purchased by each such purchaser. The
placement agreement dated October 2, 2003 (the "Second Placement Agreement")
among Rheinbraun, the Issuer and the placement agent relating to the
transaction reported on by this Amendment No. 4 is filed as Exhibit 6 hereto
and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Paragraph (a) of Item 5 of the Schedule 13D is hereby amended and
supplemented by deleting such paragraph and replacing such paragraph with the
following:
(a) As of the date of this Amendment No. 4, the aggregate amount of Common
Stock beneficially owned by RWE is 43,897,357 shares, representing
approximately 48.9% of the total number of shares of Common Stock outstanding
(based on the 78,784,883 shares represented by the Issuer as outstanding as of
July 31, 2003 in its Quarterly Report on Form 10-Q for the period ended June
30, 2003, plus the 11,000,000 shares of Common Stock issued by the Issuer in
connection with the transaction reported on by Amendment No. 3 to the Schedule
13D). RWE beneficially owns the 43,897,357 shares through its wholly owned
subsidiary, Rheinbraun. Upon closing of the private placement reported on by
this Amendment No. 4, RWE expects to beneficially own 16,622,932 shares,
representing approximately 18.5% of the total number of shares of Common Stock
anticipated to be outstanding at the time (based on the 78,784,883
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shares represented by the Issuer as outstanding as of July 31, 2003 in its
Quarterly Report on Form 10-Q for the period ended June 30, 2003, plus the
11,000,000 shares of Common Stock issued by the Issuer in the transaction
reported on by Amendment No. 3 to the Schedule 13D).
Paragraph (c) of Item 5 of the Schedule 13D is hereby amended and
supplemented by deleting the first sentence of such paragraph and replacing
such sentence with the following:
Other than the agreement to sell 14,100,000 shares entered into on
September 18, 2003 (and the subsequent closing of such sale on September 23
and 24, 2003), the granting of the Placement Right in connection therewith and
the agreement to sell an additional 27,274,425 shares in conjunction with the
private placement reported on by this Amendment No. 4, there has been no
transaction in the Common Stock effected by RWE or its subsidiaries within the
past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by
deleting the third paragraph of such Item and replacing such paragraph with
the following:
In connection with the private placements described in Item 4,
including the private placement reported on by this Amendment No. 4,
Rheinbraun has entered into the Placement Agreement, the Option Agreement and
the Second Placement Agreement.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following Exhibit to such Item:
Exhibit 6 Second Placement Agreement dated October 2, 2003, among Rheinbraun,
the Issuer and the placement agent.
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: October 3, 2003
RWE AKTIENGESELLSCHAFT,
By /s/ Dr. Georg Mueller
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Name: Dr. Georg Mueller
Title: General Counsel
By /s/ Fred Riedel
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Name: Fred Riedel
Title: Vice President Accounting