8-K 1 d8k.htm FORM 8-K 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) December 9, 2005 (December 7, 2005)

 


 

MASSEY ENERGY COMPANY

(Exact name of Registrant as specified in charter)

 


 

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)

 


 

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 (see General Instruction A.2. below):

 

¨ 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 8.01. Other Events.

 

On December 7, 2005, Massey Energy Company (the “Company”) issued a press release, attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting that holders of $189.2 million in aggregate principal amount of the outstanding $220.1 million in aggregate principal amount of the Company’s 6.95% Senior Notes due 2007 (the “6.95% Notes”) had tendered their 6.95% Notes on or prior to the consent deadline of 5:00 p.m., New York City time, on December 6, 2005, pursuant to the Company’s previously announced consent solicitation and tender offer for the 6.95% Notes.

 

On December 9, 2005, the Company issued a press release, attached as Exhibit 99.2 hereto, which is incorporated herein by reference, reporting the pricing of its private offering of $760.0 million in aggregate principal amount of 6.875% Senior Notes due 2013 (the “6.875% Notes”), to qualified institutional buyers and non-U.S. persons, pursuant to Rule 144A and Regulation S, respectively, under the Securities Act of 1933, as amended.

 

This Current Report on Form 8-K shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase the 6.95% Notes, which may be made pursuant to the Company’s Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal, each dated November 22, 2005.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the 6.875% Notes.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit
Number


  

Description of Exhibit


99.1    Press Release issued by the Company on December 7, 2005.
99.2    Press Release issued by the Company on December 9, 2005.

 

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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: December 9, 2005

 

MASSEY ENERGY COMPANY
By:  

/s/ Thomas J. Dostart


    Thomas J. Dostart
    Vice President, General Counsel & Secretary

 

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