-----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, PLnKaR1359N7JRTkYFex3xwkaIIkFoZB7ZQSMWanv+Q4R8zbaz/00cAK+606bv2b dnkFEaOiihI/bxRyT0luHg== 0001127264-04-000017.txt : 20040331 0001127264-04-000017.hdr.sgml : 20040331 20040331172110 ACCESSION NUMBER: 0001127264-04-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040331 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07775 FILM NUMBER: 04706941 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/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 8-K 1 mass_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- 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) March 31, 2004 -------------------------------- Massey Energy Company - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 1-7775 95-0740960 - ------------------------------- ------------------ --------------------- (State or other jurisdiction of (Commission file (IRS employer incorporation) number) 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 ----------------------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Required FD Disclosure. On March 31, 2004, Massey Energy Company (the "Company") issued a press release, attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting the commencement by the Company of a proposed private offering of $150.0 million aggregate principal amount of Convertible Senior Notes due 2024 (plus an additional $25.0 million aggregate principal amount subject to the option of the initial purchasers). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Company on March 31, 2004. 2 SIGNATURE 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. Date: March 31, 2004 MASSEY ENERGY COMPANY By: /s/ Thomas J. Dostart ----------------------------------------- Thomas J. Dostart Vice President, General Counsel & Secretary 3 EX-99.1 3 ex_991.txt PRESS RELEASE Exhibit 99.1 Massey Energy Logo - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Contact: Katharine W. Kenny Director, Investor Relations (804) 788-1824 MASSEY ENERGY ANNOUNCES PROPOSED PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES Richmond, Virginia, March 31, 2004 - Massey Energy Company (NYSE:MEE) announced today that it proposes to make a private offering of $150 million principal amount of convertible senior notes due 2024 (plus up to an additional $25 million subject to the option of the initial purchasers). The Company intends to use the proceeds of the proposed offering for general corporate purposes, which may include using approximately $100 million for debt repayment and the buyout of equipment lease obligations. The securities proposed to be offered have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities. Massey Energy Company, headquartered in Richmond, Virginia, is the fourth largest coal company in the United States based on produced coal revenues. FORWARD-LOOKING STATEMENTS: The foregoing release contains forward-looking statements. Such forward-looking statements reflect current analysis of existing information. Caution must be exercised in relying on forward-looking statements. No assurance can be given that the proposed offering can be completed on acceptable terms or that proceeds of the offering will be used as described herein. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in press releases as well as Massey's public periodic filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K filed on March 15, 2004. Such filings are available either publicly or upon request from Massey's Investor Relations Department: (866) 814-6512. Massey disclaims any intent or obligation to update its forward-looking statements. For further information, please contact: Investor Relations, Katharine W. Kenny, (804) 788-1824, of Massey or e-mail the Company at www.masseyenergyco.com. ### -----END PRIVACY-ENHANCED MESSAGE-----