8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

__________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 22, 2008 (August 19, 2008)

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MASSEY ENERGY COMPANY

(Exact name of registrant as specified in its charter)

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Delaware	1-7775	95-0740960
(State or other jurisdiction of incorporation )	(Commission File Number)	(IRS Employer Identification No.)

4 North 4th Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (804) 788-1800

N/A

(Former name or former address, if changed since last report date)

__________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.   Entry Into a Material Definitive Agreement.

On August 19, 2008, Massey Energy Company (the “Company”) entered into a First Supplemental Indenture (the “First Supplemental Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and Wilmington Trust Company, as trustee, amending and supplementing that certain Indenture, dated November 10, 2003 (the “Base Indenture”), between the Company, the Guarantors and Wilmington Trust Company, as trustee. The First Supplemental Indenture was executed and delivered following the receipt by the Company of consents from a majority ofthe holders of the Company’s 6.625% Senior Notes due 2010 (the “Notes’). The First Supplemental Indenture provides for the elimination of substantially all of the restrictive covenants contained in the Base Indenture and the Notes. The amendments set forth in the First Supplemental Indenture became operative on August 19, 2008, upon the acceptance for payment by the Company of all 6.625% Notes that were validly tendered (and not validly withdrawn) on or prior to the consent payment deadline of 5:00 p.m. New York City time on August 18, 2008 (the “Consent Payment Deadline”).

This summary of the First Supplemental Indenture does not purport to be complete and is subject to, and is qualified in its entirety by, reference to all the provisions of the First Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 3.03.    Material Modification to Rights of Security Holders.

The information required by Item 3.03 relating to the rights of the holders of the Notes is contained in Item 1.01 and is incorporated herein by reference.

Item 8.01.   Other Events.

On August 19, 2008, the Company issued a press release, attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting (i) the determination of the total consideration offered pursuant to its previously announced cash tender offer and consent solicitation for any and all of its Notes, (ii) that holders of approximately $311.5 million aggregate principal amount of the outstanding $335 million aggregate principal amount of the Notes, representing approximately 93% of the outstanding Notes, had tendered their Notes and delivered the related consents on or prior to the Consent Payment Deadline and (iii) the receipt of the requisite consents to execute a supplemental indenture regarding the proposed amendments relating to the Notes described in the Offer to Purchase pursuant to the Company’s previously announced tender offer and consent solicitation for the Notes.

This Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to purchase the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement.  The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by the dealer manager on behalf of the Company. None of the Company, the dealer manager, the information agent or the depositary makes any recommendation in connection with the tender offer or the consent solicitation.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
4.1	First Supplemental Indenture, dated as of August 19, 2008, among Massey Energy Company, the guarantors  party thereto and Wilmington Trust Company, as Trustee
99.1	Press Release, dated August 19, 2008

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MASSEY ENERGY COMPANY
Date: August 22, 2008	By:	/s/ Richard R. Grinnan
	Name:	Richard R. Grinnan
	Title:	Vice President and Corporate Secretary

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Exhibit Index

 

Exhibit Number	Description
4.1	First Supplemental Indenture, dated as of August 19, 2008, among Massey Energy Company, the guarantors  party thereto and Wilmington Trust Company, as Trustee
99.1	Press Release, dated August 19, 2008

EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of the 19th day of August, 2008, between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and WILMINGTON TRUST COMPANY, as trustee (the “Trustee”), amends and supplements that certain Indenture, dated as of November 10, 2003, by and among the Company, the Guarantors and the Trustee (the “Indenture”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

RECITALS OF THE COMPANY

WHEREAS, the Company desires to enter into this First Supplemental Indenture to eliminate substantially all of the restrictive covenants in the Indenture and to eliminate certain definitions, cross references and related provisions made irrelevant as a result of the deletion of such restrictive covenants;

WHEREAS, pursuant to Section 8.02 of the Indenture, the Company has obtained the consent of the Holders of at least a majority in aggregate principal amount of the Company’s outstanding 6.625% Senior Notes due 2010 (the “Notes”), the only outstanding Notes issued under the Indenture;

WHEREAS, the Company has provided a written request, accompanied by a Board resolution authorizing the execution of this First Supplemental Indenture, to the Trustee requesting that the Trustee join the Company and the Guarantors in the execution of this First Supplemental Indenture;

WHEREAS, the Company and the Guarantors have delivered to the Trustee in accordance with Section 8.06 of the Indenture, an Officer’s Certificate and an Opinion of Counsel stating that this First Supplemental Indenture is permitted under the Indenture and is a legal, valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms; and

WHEREAS, all things necessary on the part of the Company and the Guarantors to make this First Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantors, enforceable in accordance with its terms, have been done.

For valuable consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed, for the equal and ratable benefit of all Holders of the Notes, as follows:

SECTION 1.     Amendments to Table of Contents.

The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.02 through and including 4.12, Section 4.14 and Sections 4.18 through and including 4.20, and inserting, in each case, in lieu thereof the phrase “[intentionally omitted]”.

SECTION 2.     Deletion of Provisions in the Indenture.

The following provisions of the Indenture are hereby deleted in their entirety and replaced, in each case, with the phrase “[intentionally omitted]”:

Section 4.02                                Reports to Holders

Section 4.03                                Waiver of Stay, Extension or Usury Laws

Section 4.04                                Compliance Certificate

Section 4.05                                Taxes

Section 4.06                                Limitations on Additional Indebtedness

Section 4.07                                Limitations on Restricted Payments

Section 4.08                                Limitations on Liens

Section 4.09                                Limitations on Transactions with Affiliates

Section 4.10                                Limitation on Asset Sales

Section 4.11                                Limitation on the Issuance or Sale of Equity Interests of Restricted Subsidiaries

Section 4.12                                Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries

Section 4.14                                Legal Existence

Section 4.18                                Limitations on Layering Indebtedness

Section 4.19                                Limitations on Designation of Unrestricted Subsidiaries

Section 4.20                                Limitations on Sale and Leaseback Transactions

SECTION 3     Related Definitions and References.

All definitions and references thereto used exclusively in, and all references to, the deleted sections of the Indenture set forth in Section 2 above are also deleted in their entirety in the Indenture and the Notes.

SECTION 4     Ratification.

Except as expressly supplemented hereby, all of the provisions of the Indenture are hereby ratified and confirmed as in full force and effect.

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SECTION 5     Governing Law.

This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.

SECTION 6.     Counterparts.

This instrument may be executed in one or more counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.

SECTION 7.     Conflict with Trust Indenture Act

If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of such Act shall control.  If any provision of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of such Act shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Supplemental Indenture as of the day and year first above written.

MASSEY ENERGY COMPANY

By:           /s/ Eric B. Tolbert                                                                

Eric B. Tolbert

Vice President and

Chief Financial Officer

Guarantors:

A.T. MASSEY COAL COMPANY, INC.

ALEX ENERGY, INC.

ARACOMA COAL COMPANY, INC.

BANDMILL COAL CORPORATION

BANDYTOWN COAL COMPANY

BARNABUS LAND COMPANY

BELFRY COAL CORPORATION

BEN CREEK COAL COMPANY

BIG BEAR MINING COMPANY

BIG SANDY VENTURE CAPITAL CORP.

BLACK KING MINE DEVELOPMENT CO.

BLUE RIDGE VENTURE CAPITAL CORP.

BOONE EAST DEVELOPMENT CO.

BOONE ENERGY COMPANY

BOONE WEST DEVELOPMENT CO.

CENTRAL PENN ENERGY COMPANY, INC.

CENTRAL WEST VIRGINIA ENERGYCOMPANY

CERES LAND COMPANY

CLEAR FORK COAL COMPANY

CRYSTAL FUELS COMPANY

DEHUE COAL COMPANY

DELBARTON MINING COMPANY

DEMETER LAND COMPANY

DOUGLAS POCAHONTAS COALCORPORATION

DRIH CORPORATION

DUCHESS COAL COMPANY

DUNCAN FORK COAL COMPANY

EAGLE ENERGY, INC.

ELK RUN COAL COMPANY, INC.

FEATS VENTURE CAPITAL CORP.

GOALS COAL COMPANY

GREEN VALLEY COAL COMPANY

GREYEAGLE COAL COMPANY

HADEN FARMS, INC.

HANNA LAND COMPANY, LLC

by ALEX ENERGY, INC., its Manager

HAZY RIDGE COAL COMPANY

HIGHLAND MINING COMPANY

HOPKINS CREEK COAL COMPANY

INDEPENDENCE COAL COMPANY, INC.

JACKS BRANCH COAL COMPANY

JOBONER COAL COMPANY

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KANAWHA ENERGY COMPANY

KNOX CREEK COAL CORPORATION

LAUREN LAND COMPANY

LAXARE, INC.

LOGAN COUNTY MINE SERVICES, INC.

LONG FORK COAL COMPANY

LYNN BRANCH COAL COMPANY, INC.

MAJESTIC MINING, INC.

MARFORK COAL COMPANY, INC.

MARTIN COUNTY COAL CORPORATION

MASSEY COAL SALES COMPANY, INC.

MASSEY GAS & OIL COMPANY

MASSEY TECHNOLOGY INVESTMENTS, INC.

NEW MARKET LAND COMPANY

NEW RIDGE MINING COMPANY

NEW RIVER ENERGY CORPORATION

NICCO CORPORATION

NICHOLAS ENERGY COMPANY

OMAR MINING COMPANY

PEERLESS EAGLE COAL CO.

PERFORMANCE COAL COMPANY

PETER CAVE MINING COMPANY

PILGRIM MINING COMPANY, INC.

POWER MOUNTAIN COAL COMPANY

RAVEN RESOURCES, INC.

RAWL SALES & PROCESSING CO.

ROAD FORK DEVELOPMENT

COMPANY, INC.

ROBINSON-PHILLIPS COAL COMPANY

RUM CREEK COAL SALES, INC.

RUSSELL FORK COAL COMPANY

SC COAL CORPORATION

SCARLET DEVELOPMENT COMPANY

SHANNON-POCAHONTAS COALCORPORATION

SHANNON-POCAHONTAS MININGCOMPANY

by: SHANNON-POCAHONTAS COAL

CORPORATION, its partner

by: OMAR MINING COMPANY, its partner

SHENANDOAH CAPITAL

MANAGEMENT CORP.

SIDNEY COAL COMPANY, INC.

SPARTAN MINING COMPANY

ST. ALBAN’S CAPITAL

MANAGEMENT CORP.

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STIRRAT COAL COMPANY

STONE MINING COMPANY

SUPPORT MINING COMPANY

SYCAMORE FUELS, INC.

T.C.H. COAL CO.

TALON LOADOUT COMPANY

TENNESSEE CONSOLIDATED COALCOMPANY

TENNESSEE ENERGY CORP.

THUNDER MINING COMPANY

TOWN CREEK COAL COMPANY

TRACE CREEK COAL COMPANY

TUCSON LIMITED LIABILITY COMPANY,

by: ALEX ENERGY, INC., its Manager

VANTAGE MINING COMPANY

WHITE BUCK COAL COMPANY

WILLIAMS MOUNTAIN COAL COMPANY

WYOMAC COAL COMPANY, INC.

By:           /s/ Richard R. Grinnan

Richard R. Grinnan

Secretary

MASSEY COAL SERVICES, INC.

By:           /s/ M. Shane Harvey

M. Shane Harvey

Secretary

WILMINGTON TRUST COMPANY, AS TRUSTEE

By:           /s/ Kristin L. Moore

           Name:  Kristen L. Moore

           Title:  Assistant Vice President

EX-99.1

Exhibit 99.1

Massey Energy Announces Pricing and Receipt of Requisite Consents in Tender Offer and Consent Solicitation for 6.625% Senior Notes Due 2010

RICHMOND, Va., Aug. 19 /PRNewswire-FirstCall/ -- Massey Energy Company (NYSE: MEE) announced today the determination of the total consideration offered pursuant to its previously announced cash tender offer and consent solicitation for any and all of its 6.625% senior notes due 2010 (the “6.625% Notes”).  Massey also announced today that holders of approximately $311.5 million aggregate principal amount of the outstanding $335 million aggregate principal amount of the 6.625% Notes, representing approximately 93% of the outstanding 6.625% Notes, had tendered their 6.625% Notes and delivered the related consents on or prior to the consent payment deadline of 5:00 p.m. New York City time on August 18, 2008 (the “Consent Payment Deadline”), pursuant to the tender offer and consent solicitation.

The tender offer and consent solicitation relating to the 6.625% Notes are being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated August 5, 2008 (the “Offer to Purchase”) and the related Consent and Letter of Transmittal.  The tender offer and consent solicitation for the 6.625% Notes will expire at midnight, New York City time, on September 2, 2008, unless extended or otherwise earlier terminated (the “Offer Expiration Date”).

The tender offer yield of 2.333% for the 6.625% Notes was calculated by UBS Securities LLC, as Dealer Manager for the tender offer, in accordance with the terms set forth in the Offer to Purchase, based on a fixed spread of 50 basis points over the reference yield of 1.833% on the 3.375% U.S. Treasury Note due November 15, 2008 as of 2:00 p.m., New York City time, on August 18, 2008.  Based on an Initial Payment Date (as defined below) of August 19, 2008, the total consideration for each $1,000 principal amount of 6.625% Notes validly tendered and not validly withdrawn prior to the Consent Payment Deadline, is $1,026.57, which includes the consent payment of $25.00 per $1,000 principal amount of 6.625% Notes.

Holders who validly tendered and did not withdraw on or prior to the Consent Payment Deadline will receive the total consideration.  Payments of the total consideration for the 6.625% Notes validly tendered and not withdrawn on or prior to the Consent Payment Deadline and accepted for purchase will be made promptly after the Consent Payment Deadline (the “Initial Payment Date”).  We expect the Initial Payment Date to be August 19, 2008.  Holders who validly tender after the Consent Payment Deadline and on or prior to the Offer Expiration Date will be eligible to receive only the tender offer consideration of $1,001.57, which equals the total consideration minus the consent payment.  Payments of the tender offer consideration for the 6.625% Notes validly tendered after the Consent Payment Deadline and on or prior to the Offer Expiration Date and accepted for purchase will also be made promptly after the Offer Expiration Date (the “Final Payment Date”).  Holders whose 6.625% Notes are accepted for purchase in the tender offer will receive accrued and unpaid interest in respect of such purchased 6.625% Notes from the last interest payment date to, but not including, the Initial Payment Date or the Final Payment Date, as applicable.

In addition, as a result of the early tenders and consents, Massey has received the requisite consents to execute a supplemental indenture regarding the proposed amendments relating to the 6.625% Notes described in the Offer to Purchase.  The supplemental indenture will be executed shortly, but it will only become operative upon the acceptance for payment of all 6.625% Notes that were validly tendered (and not validly withdrawn) on or prior to the Consent Payment Deadline.

Because the Consent Payment Deadline has now passed, withdrawal rights have terminated.  Further details about the terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase.

Massey has retained UBS Securities LLC to act as dealer manager and solicitation agent for the tender offer and consent solicitation.

For additional information regarding the terms of the tender offer and consent solicitation, please contact: UBS Securities LLC at (888) 722-9555, ext. 4210 (toll-free).  Requests for documents may be directed to Global Bondholder Services, which is acting as depositary and information agent for the tender offer and consent solicitation at (866) 470-4500(toll-free).

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the 6.625% Notes. The offer to purchase the 6.625% Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase.  The tender offer and consent solicitation are not being made to holders of 6.625% Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by the Dealer Manager on behalf of Massey. None of Massey, the Dealer Manager, the information agent or the depositary makes any recommendation in connection with the tender offer or the consent solicitation

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Massey Energy Company, headquartered in Richmond, Virginia, with operations in West Virginia, Kentucky and Virginia, is the fourth largest coal producer by revenue in the United States and is included in the S&P 500 index.

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FORWARD-LOOKING STATEMENTS: Statements in this press release relating to future events and other disclosures and statements that are not historical facts are forward-looking statements that involve risks and uncertainties. Caution must be exercised in relying on these forward-looking statements as actual results may differ materially from these forward-looking statements, which are based on our then current expectations as a result of market conditions, the actions by third parties, and many other factors. For a discussion of such risks and uncertainties related to Massey, which could cause actual results to differ from those contained in the forward-looking statements, see Massey’s earnings releases and see “Risk Factors” in Massey’s most recent Annual Report on Form 10-K and subsequently filed interim reports.  Such filings are available at Massey’s website www.masseyenergyco.com or upon request from Massey’s Investor Relations Department at 866-814-6512.  Massey disclaims any intention or obligation to update any forward-looking statements whether as a result of new information, future developments, or otherwise.

SOURCE Massey Energy Company

CONTACT: Phil Nichols, Treasurer of Massey Energy Company, +1-866-814-6512