-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V8okDJVnzJcSKGisJegHVwI640jIYhJq0Smc7uimg8RTaatIMaFAg9vGq+bFmK0N vv0IjAoOxrDx3i+QgiGlkw== 0000916641-02-001051.txt : 20020701 0000916641-02-001051.hdr.sgml : 20020701 20020701154230 ACCESSION NUMBER: 0000916641-02-001051 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASSEY ENERGY CO CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07775 FILM NUMBER: 02693623 BUSINESS ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 9493492000 MAIL ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP/DE/ DATE OF NAME CHANGE: 19920703 11-K 1 d11k.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the fiscal year ended December 31, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _____ to ______ Commission File Number: 1-7775 A. Full title of plan and the address of the plan, if different from that of the issuer named below: COAL COMPANY SALARY DEFERRAL AND PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Massey Energy Company 4 North 4/th/ Street Richmond, Virginia 23219 REQUIRED INFORMATION Financial Statements. The following financial statements and schedules are filed as part of this annual report and appear immediately after the signature page hereof. 1. Statement of Net Assets Available for Benefits 2. Statement of Changes in Net Assets Available for Benefits 3. Notes to Financial Statements 4. Schedule H, Line 4i - Schedule of Assets (Held at End of Year) Exhibits. The following exhibit is filed as part of this annual report: Exhibit 23.1 - Consent of Ernst & Young LLP. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. COAL COMPANY SALARY DEFERRAL AND PROFIT SHARING PLAN By: /s/ Madeleine M. Curle ----------------------------------- Madeleine M. Curle Vice President, Human Resources Dated: July 1, 2002 Coal Company Salary Deferral and Profit Sharing Plan Financial Statements and Supplemental Schedule Years ended December 31, 2001 and 2000 with Report of Independent Auditors Coal Company Salary Deferral and Profit Sharing Plan Financial Statements and Supplemental Schedule Years ended December 31, 2001 and 2000 Contents Report of Independent Auditors ....................................... 1 Financial Statements Statements of Net Assets Available for Benefits ...................... 2 Statement of Changes in Net Assets Available for Benefits ............ 3 Notes to Financial Statements ........................................ 4 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) ....... 10
Report of Independent Auditors Board of Directors Coal Company Salary Deferral and Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of the Coal Company Salary Deferral and Profit Sharing Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Richmond, Virginia June 24, 2002 1 Coal Company Salary Deferral and Profit Sharing Plan Statements of Net Assets Available for Benefits December 31 2001 2000 --------------------------- Investments, at fair value $124,511,932 $100,811,008 Receivables: Investment income 146,780 209,538 Receivable from sale of securities - 750,000 Contributions due from employees 464,155 434,287 Contributions due from employer 1,822,463 2,191,219 --------------------------- Total receivables 2,433,398 3,585,044 --------------------------- Net assets available for benefits $126,945,330 $104,396,052 =========================== See accompanying notes to financial statements. 2 Coal Company Salary Deferral and Profit Sharing Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2001 Additions: Employer contributions $ 2,385,266 Employee contributions 10,125,685 Investment income 3,348,975 Transfer from Mingo-Pike Pension Plan 29,665,750 ------------- 45,525,676 Deductions: Withdrawals by participants (13,893,237) Net depreciation in fair value of investments (9,083,161) ------------- Net deductions 22,976,398 Net assets available for benefits at beginning of year 104,396,052 ------------- Net assets available for benefits at end of year $ 126,945,330 ============= See accompanying notes to financial statements. 3 Coal Company Salary Deferral and Profit Sharing Plan Notes to Financial Statements December 31, 2001 and 2000 1. Plan Description The following description of the Coal Company Salary Deferral and Profit Sharing Plan (the "Plan") provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. General The Plan is a contributory defined contribution plan established effective January 1, 1985 by A. T. Massey Coal Co., Inc. (a wholly owned subsidiary of Massey Energy Company) ("Massey" or the "Plan Sponsor") and is administered by Massey for the benefit of full-time Massey employees, including eligible employees of certain subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). On July 17, 2001, the Board of Directors of Massey Energy Company, parent company of the Plan Sponsor, approved a resolution to merge the Mingo-Pike Employees' Pension Plan effective October 1, 2001 with and into The Plan. Assets of the Mingo-Pike Plan were transferred to the Plan on October 1, 2001. Participation Employees may begin participation on the first day of the calendar quarter after hire. Contributions and Vesting Participants may elect to defer up to 15% of their compensation, as defined by the Plan and as limited by restrictions of the Internal Revenue Code. Effective October 1, 2001, the Plan Sponsor contributes 30% of the first 10% of compensation that a participant contributes to the Plan, prior to this date contributions by the Plan Sponsor were discretionary. The Plan Sponsor also may contribute a discretionary amount to the Plan each year as determined by its management. 4 Coal Company Salary Deferral and Profit Sharing Plan Notes to Financial Statements (continued) 1. Plan Description (continued) Contributions and Vesting (continued) The Matching Account for a Participant who was an Employee on September 30, 2001, is fully vested and nonforfeitable at all times. The Discretionary Matching Account and Matching Account for an individual who was hired on or after October 1, 2001 shall become fully vested if the Participant dies or reaches his Normal Retirement Age while employed by the Plan Sponsor or any of its participating subsidiaries. Otherwise, such Participant shall vest 20% after two years of service and then shall vest 20% each year after two until fully vested. Upon enrollment in the Plan, employees may direct their investments to any of the Plan's fund options. Participants may change their investment options monthly. Distributions Participants may obtain distributions from their accounts, subject to certain restrictions, upon termination of employment, retirement, upon reaching age 59 1/2, or by incurring a disability or hardship, as defined by the Plan. Designated beneficiaries are entitled to receive the participant's unpaid benefits upon the death of the participant. Loans to Participants Loans are made from the participant's account and are secured by the remaining participant's account balance. Participants may borrow from their accounts a minimum of $1,000 and a maximum equal to the lesser of 50% of the participant's account or $50,000 in accordance with the Department of Labor's regulations on loans to participants. Loans shall bear a reasonable rate of interest and must be repaid over a period not to exceed 5 years unless the loan is used to purchase the participant's primary residence, in which case the loan term may not exceed 10 years. Principal and interest is paid ratably through monthly payroll deductions. Loans to terminated participants and loans in default are treated as distributions to the participant. Effective December 31, 2001, the provision to grant new loans to participants was eliminated. 5 Coal Company Salary Deferral and Profit Sharing Plan Notes to Financial Statements (continued) 1. Plan Description (continued) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would receive the value of their individual account. 2. Summary of Accounting Policies Accounting Method The financial statements of the Plan have been prepared using the accrual method of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Investments All of the Plan's investments are stated at fair value. Common trusts are valued at quoted redemption values determined by the trustee. Government securities, corporate debt instruments and shares of registered investment companies are valued at quoted market values on the last business day of the Plan year. Participant loans are valued at their outstanding balances, which approximate fair value. Securities transactions are recorded as of the trade date. Interest income is recorded on the accrual basis. Administrative Expenses Expenses of the Plan are paid by the Plan Sponsor. 6 Coal Company Salary Deferral and Profit Sharing Plan Notes to Financial Statements (continued) 3. Investments All of the Plan's investments are held in a trust fund administered by Wachovia Bank & Trust Co., N.A. Effective July 1, 2001, the Plan began offering as an investment option Massey Energy (the Plan Sponsor) common stock. At December 31, 2001 and 2000, investments in each fund (including short-term investments allocated to such funds) consisted of the following: December 31 2001 2000 ----------------------------- Money market fund $ 18,737,184 $ 7,310,764 Fixed income fund 13,508,003 5,400,246 American balanced fund 28,489,215 17,902,036 Fundamental investors 31,304,187 37,669,410 AIM constellation fund 20,667,017 26,866,791 Massey Energy Stock account 5,548,595 - Loan fund 6,257,731 5,661,761 ----------------------------- $124,511,932 $100,811,008 ============================= During 2001, the Plan's investments (including investments purchased and sold, as well as held during the year) depreciated in value by $9,083,161 as follows: Year Ended December 31, 2001 ----------------- Money market fund $ 27,839 Fixed income fund (62,941) American balanced fund 579,952 Fundamental investors (4,138,557) AIM constellation fund (6,000,427) Massey Energy Stock 510,973 -------------- $ (9,083,161) ============== 7 Coal Company Salary Deferral and Profit Sharing Plan Notes to Financial Statements (continued) 4. Related Party Transactions Certain Plan assets are invested in funds sponsored by Wachovia Bank and Trust Co., N.A., trustee of the Plan. Transactions involving these instruments are considered to be party-in-interest transactions for which statutory exemption exists under the Department of Labor Regulations. 5. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated February 14, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. The Plan has been amended since the date of its determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 6. Differences Between Financial Statements and Forms 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31 2001 2000 ----------------------------- Net assets available for benefits per the financial statements $126,945,330 $104,396,052 Amounts allocated to withdrawn participants 1,741,646 2,202,232 ----------------------------- Net assets available for benefits per the Form 5500 $125,203,684 $102,193,820 =============================
8 Coal Company Salary Deferral and Profit Sharing Plan Notes to Financial Statements (continued) 6. Differences Between Financial Statements and Forms 5500 (continued) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended December 31, 2001 ----------------- Benefits paid to participants per the financial statements $ 13,893,237 Add: Amounts allocated on Form 5500 to withdrawn participants in the current year 1,741,646 Less: Amounts allocated on form 5500 to withdrawn participants in the prior year (2,202,232) --------------- Benefits paid to participants per the Form 5500 $ 13,432,651 ===============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 9 Supplemental Schedule Coal Company Salary Deferral and Profit Sharing Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) Employer Identification Number 54-0295165, Plan Number 002 Year ended December 31, 2001
Description of investment including Identity of issue, borrower, maturity date, rate of interest, collateral, Current lessor or similar party par, or maturity value Value - --------------------------------------------------------------------------------------------------------- Common/Collective Trusts: *WB DTF Short-Term Investment Fund 18,240,875 $ 18,240,875 ============ Government Securities: U.S. Treasury Bills Maturing 1/17/2002; $650,000 par $ 649,545 U.S. Treasury Bills Maturing 1/31/2002; $650,000 par 649,129 U.S. Treasury Bills Maturing 2/14/2002; $650,000 par 648,720 U.S. Treasury Bills Maturing 2/28/2002; $650,000 par 648,232 Federal Farm Credit Bank Bond Maturing 5/1/2002; 5.25%; $900,000 par 910,404 U.S. Treasury Notes Maturing 8/15/2003; 5.75%; $250,000 par 261,875 Federal Home loan Bank Note Maturing 9/15/2003; 5.125%; $100,000 par 103,484 U.S. Treasury Notes Maturing 11/15/2004; 5.875%; $100,000 par 105,844 U.S. Treasury Notes Maturing 11/15/2005; 5.875%; $2,100,000 par 2,231,250 U.S. Treasury Notes Maturing 5/15/2006; 4.625%; $45,000 par 45,612 Federal National Mortgage Association Maturing 10/15/2006; 4.375%; $4,000,000 par 3,918,120 Federal National Mortgage Association Maturing 10/15/2007; 6.625%; $400,000 par 431,500 U.S. Treasury Notes Maturing 5/15/2008; 5.625%; $400,000 par 419,252 Federal Home Loan Mortgage Corp. Maturing 3/15/2009; 5.745%; $700,000 par 712,796 Federal Home Loan Mortgage Corp. Maturing 9/15/2010; 6.875%; $200,000 par 215,844 ------------ Total Government Securities $ 11,951,607 ============
Coal Company Salary Deferral and Profit Sharing Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Employer Identification Number 54-0295165, Plan Number 002
Description of investment including Identity of issue, borrower, maturity date, rate of interest, collateral, Current lessor or similar party par, or maturity value Value - --------------------------------------------------------------------------------------------------------- Corporate Debt Instruments: American General Finance Corp. Maturing 11/1/2003; 5.75%; $100,000 par $ 104,310 Associates Corp. N.A. Maturing 5/16/2005; 6.20%; $75,000 par 78,003 AT&T Corp. Maturing 9/15/2002; 6.50%; $100,000 par 102,346 Bank One Corp. Maturing 8/1/2008; 6.00%; $175,000 par 175,480 Chase Manhattan Corp Maturing 6/1/2007; 7.25%; $170,000 par 183,858 Coca Cola Enterprise Inc. Maturing 11/1/2008; 5.75%; $100,000 par 100,074 Disney Global Maturing 3/30/2006; 6.75%; $100,000 par 104,983 Du Pont De Nemours & Co. Maturing 10/15/2002; 6.75%; $100,000 par 103,605 Ford Motor Credit Maturing 2/1/2011; 7.375%; $175,000 par 172,690 GTE North Inc. Maturing 11/15/2008; 6.65%; $75,000 par 73,766 General Motors Acceptance Corp. Maturing 3/2/2011; 7.25%; $175,000 par 176,248 Household Finance Corp. Maturing 6/3/2002; 7.08%; $15,000 par 15,260 International Lease Finance Maturing 6/2/2003; 4.75%; $140,000 par 142,251 Lehman Brothers Holdings Inc. Maturing 5/15/2003; 7.00%; $45,000 par 46,971 Morgan Stanley Group Maturing 3/1/2007; 6.875%; $40,000 par 41,912 Morgan Stanley Dean Witter & Co. Maturing 4/15/2006; 6.105%; $100,000 par 103,069 National Rural Utilities Maturing 11/1/2008; 5.75%; $175,000 par 170,891 Pepsi Bottling Holding Inc. Maturing 2/12/2009; 5.625%; $175,000 par 172,856 PP&L Transition Bond Co LLC Maturing 6/25/2009; 7.05%; $55,000 par 59,300 Scana Corporation Maturing 7/8/2003; 6.25%; $100,000 par 103,042 Sonoco Products Maturing 11/15/2004; 7.00%; $170,000 par 178,648 Textron Financial Corp. Maturing 3/15/2004; 5.95%; $200,000 par 203,344 ----------- Total Corporate Debt Instruments $ 2,612,907 ===========
Coal Company Salary Deferral and Profit Sharing Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Employer Identification Number 54-0295165, Plan Number 002
Description of investment including Identity of issue, borrower, maturity date, rate of interest, collateral, Current lessor or similar party par, or maturity value Value - ------------------------------------------------------------------------------------------------------- Registered Investment Companies: Fundamental Investments 1,129,777 shares $ 31,012,389 American Balanced Fund 1,787,544 shares 28,332,579 AIM Equity Funds, Inc. - Constellation Fund Class A 924,782 shares 20,437,697 Blackrock Strategic Term Trust Inc. 26,277 shares 255,451 ------------ Total Registered Investment Companies $ 80,038,116 ============ Common Stock: Massey Energy Company 261,008 shares $ 5,410,696 ============ *Participant Loans: Interest rates range from 7.0% to 11.5% maturity dates vary with remaining terms of 1 to 10 years $ 6,257,731 ============ Grand Total $124,511,932 ============
*Party-in-interest. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23.1 Consent of Ernst & Young LLP. EX-23.1 3 dex231.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-61704) pertaining to the Coal Company Salary Deferral and Profit Sharing Plan of A.T. Massey Coal Company Inc. (a wholly owned subsidiary of Massey Energy Company) of our report dated June 24, 2002, with respect to the financial statements and schedule of A.T. Massey Coal Company Inc.'s Coal Company Salary Deferral and Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Ernst & Young LLP Richmond, Virginia June 24, 2002 -----END PRIVACY-ENHANCED MESSAGE-----