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 23, 2005 (December 21, 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 1.01. Entry into a Material Definitive Agreement.

On December 21, 2005, Massey Energy Company (the “Company”) entered into a Second Supplemental Indenture, dated as of December 21, 2005 (the “Second Supplemental Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee, amending and supplementing that certain Indenture, dated February 18, 1997 (the “Base Indenture”), between the Company and Banker’s Trust Company, as trustee, as amended and supplemented by that certain First Supplemental Indenture, dated February 9, 2001, between the Company and Deutsche Bank Trust Company Americas (as successor in interest to Banker’s Trust Company) (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Second Supplemental Indenture reduces the notice period from 30 to three days for the notice required to be given to the holders of securities issued under the Indenture in the event that the Company elects to redeem securities issued under the Indenture pursuant to the optional redemption provisions of the Indenture.

This summary of the Second 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 Second Supplemental, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 8.01. Other Events.

On December 22, 2005, the Company issued a press release, attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting (i) the results of the Company’s tender offer for any and all of its outstanding $132.0 million in aggregate principal amount of 4.75% Convertible Senior Notes due 2023 (the “4.75% Notes”) pursuant to the Company’s previously announced tender offer for the 4.75% Notes and (ii) the results of the Company’s offer to exchange shares of its common stock, par value $0.625 per share, and a cash payment for any and all of its outstanding $175.0 million in aggregate principal amount of 2.25% Convertible Senior Notes due 2024 (the “2.25% Notes”) pursuant to the Company’s previously announced exchange offer for the 2.25% Notes.

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 4.75% Notes, which was made solely pursuant to the Company’s Offer to Purchase and related Letter of Transmittal, each dated November 22, 2005, or an offer to exchange or a solicitation of the offer to exchange the 2.25% Notes, which was made solely pursuant to the Company’s Offer to Exchange and related Letter of Transmittal, each dated November 22, 2005.

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Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description of Exhibit
4.1	Second Supplemental Indenture, dated as of December 21, 2005, between the Company and Deutsche Bank Trust Company Americas, as trustee.
99.1	Press Release issued by the Company on December 22, 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 23, 2005

MASSEY ENERGY COMPANY

By: /s/ Thomas J. Dostart

        Thomas J. Dostart

        Vice President, General Counsel &

        Secretary

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INDEX OF EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Second Supplemental Indenture, dated as of December 21, 2005, between the Company and Deutsche Bank Trust Company Americas, as trustee.
99.1	Press Release issued by the Company on December 22, 2005.

EX-4.1

EXHIBIT 4.1

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of the 21^st day of December, 2005, between MASSEY ENERGY COMPANY, a Delaware corporation, formerly named Fluor Corporation (the “Company”), having its principal executive office at 4 North 4^th Street, Richmond, Virginia, 23219, and DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor in interest to Bankers Trust Company), as trustee (the “Trustee”), amends and supplements that certain Indenture, dated as of February 18, 1997, as amended and supplemented by that certain First Supplemental Indenture, dated as of February 9, 2001, between the Company and the Trustee (as amended and supplemented, 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 Second Supplemental Indenture to amend Section 11.04 of the Indenture to reduce the notice period from 30 to three days for the notice required to be given to the Holders in the event that the Company elects to redeem Securities pursuant to the optional redemption provisions of the Indenture; and

WHEREAS, pursuant to Section 9.02 of the Indenture, the Company has obtained the consent of the Holders of not less than a majority in aggregate principal amount of the Company’s 6.95% Senior Notes due 2007, the only Outstanding Securities issued under the Indenture; and

WHEREAS, a Company Order, duly executed by authorized officers of the Company, has been delivered to the Trustee in accordance with Section 9.02 of the Indenture authorizing the Company to enter into this Second Supplemental Indenture; and

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, 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 Securities, as follows:

SECTION 1. Amended of Indenture.

The first sentence of Section 11.04 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 11.04. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than three nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at the Holder’s address appearing in the Security Register.

SECTION 2. Ratification.

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

SECTION 3. Governing Law.

This Second 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, without regard to principles of conflicts of law.

SECTION 4. 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.

[Signatures Appear on Following Page]

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

MASSEY ENERGY COMPANY

By: /s/ Baxter F. Phillips, Jr.        

        Name: Baxter F. Phillips, Jr.

        Title: Executive Vice President and

                Chief Administrative Officer

DEUTSCHE BANK TRUST COMPANY

AMERICAS (as successor in interest to

Bankers Trust Company), as Trustee

By: /s/ Wanda Camacho                

        Name: Wanda Camacho

        Title: Vice President

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:

Katharine W. Kenny

Vice President, Investor Relations

(804) 788-1824

MASSEY ENERGY ANNOUNCES EXPIRATION AND RESULTS

OF TENDER OFFER FOR 4.75% CONVERTIBLE SENIOR NOTES

AND EXCHANGE OFFER FOR 2.25% CONVERTIBLE SENIOR NOTES

Richmond, Virginia, December 22, 2005—Massey Energy Company (NYSE:MEE) announced today the expiration and final results of its tender offer for any and all of its outstanding $132.0 million in aggregate principal amount of 4.75% Convertible Senior Notes due 2023 (the “4.75% Notes”) and its exchange offer for any and all of its outstanding $175.0 million in aggregate principal amount of 2.25% Convertible Senior Notes due 2024 (the “2.25% Notes”).

4.75% Notes Tender Offer

The tender offer for the 4.75% Notes expired at 5:00 p.m., New York City time, on December 22, 2005 (the “4.75% Notes Expiration Date”). As of the 4.75% Notes Expiration Date, Massey had accepted tender of 4.75% Notes from holders of $131.3 million in aggregate principal amount, or 99.4%, of the outstanding 4.75% Notes pursuant to Massey’s Offer to Purchase and related Letter of Transmittal, each dated November 22, 2005 (the “Offer to Purchase”). In exchange for each $1,000 principal amount of 4.75% Notes validly tendered and accepted for payment prior to the 4.75% Notes Expiration Date, holders of 4.75% Notes will receive $2,271.91 in cash, plus accrued and unpaid interest through, but excluding, the payment date. The payment date for 4.75% Notes validly tendered and accepted for payment prior to the 4.75% Notes Expiration Date is expected to be Wednesday, December 28, 2005.

Full details of the terms and conditions of the 4.75% Notes tender offer are described in the Offer to Purchase.

2.25% Notes Exchange Offer

The exchange offer for the 2.25% Notes expired at 5:00 p.m., New York City time, on December 22, 2005 (the “2.25% Notes Expiration Date”). As of the 2.25% Notes Expiration Date, Massey had accepted tender of 2.25% Notes from holders of $165.4 million in aggregate principal amount, or 94.5%, of the outstanding 2.25% Notes pursuant to Massey’s Offer to Exchange and related Letter of Transmittal, each

dated November 22, 2005 (the “Offer to Exchange”). In exchange for each $1,000 principal amount of 2.25% Notes validly tendered and accepted for payment prior to the 2.25% Notes Expiration Date, holders of 2.25% Notes will receive 29.7619 shares of Massey common stock and $230.00 in cash, plus accrued and unpaid interest through, but excluding, the date of exchange. The exchange date for 2.25% Notes validly tendered and accepted for payment prior to the 2.25% Notes Expiration Date is expected to be Wednesday, December 28, 2005.

Full details of the terms and conditions of the 2.25% Notes exchange offer are described in the Offer to Exchange.

UBS Securities LLC acted as Dealer Manager and Global Bondholder Services Corporation acted as Information Agent in connection with the tender offer for the 4.75% Convertible Notes. Global Bondholder Services Corporation acted as Exchange Agent and Information Agent for the exchange offer for the 2.25% Notes.

This press release is for informational purposes only and is not an offer to purchase or an offer to exchange or a solicitation of acceptance of the offers to purchase or offer to exchange, which were made solely pursuant to the terms of the Offer to Purchase and Offer to Exchange, as applicable.

The securities 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, with operations in West Virginia, Kentucky and Virginia, is the fourth largest coal company in the United States based on produced coal revenues.

FORWARD-LOOKING STATEMENTS: Certain statements in this press release are forward-looking and reflect current analysis of existing information. Caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company’s actual results may differ materially from its expectations or projections. Factors potentially contributing to such differences include, among others: market demand for coal, electricity and steel which could adversely affect the Company’s operating results and cash flows; future economic or capital market conditions; deregulation of the electric utility industry; competition in coal markets; inherent risks of coal mining beyond the Company’s control, including weather and geologic conditions; the Company’s ability to expand mining capacity; the Company’s future production capabilities; failure to receive anticipated new contracts; customer cancellations of, or breaches to, existing contracts; customer delays or defaults in making payments; the Company’s ability to manage production costs; fluctuations in the demand for, price and availability of, coal due to labor and transportation costs and disruptions, governmental policies and regulatory actions, legal and administrative proceedings, settlements, investigations and claims, foreign currency changes and other factors; and greater than expected environmental and safety regulation, costs and liabilities. The forward-looking statements are also based on various operating assumptions regarding, among other things, overhead costs and employment levels that may not be realized. While most risks affect only future costs or revenues anticipated by the Company, some risks might relate to accruals that have already been reflected in earnings. The Company’s failure to receive payments of accrued amounts could result in a charge against future earnings.

Additional information concerning these and other factors can be found in press releases as well as Massey’s public filings with the Securities and Exchange Commission, including the Company’s Form 10-K for the year ended December 31, 2004, which

was filed on March 16, 2005, and subsequently filed interim reports. Massey’s filings are available either publicly, on the Investor Relations page of Massey’s website, http://www.masseyenergyco.com, or upon request from Massey’s Investor Relations Department: (866) 814-6512 (toll-free). Massey disclaims any intent or obligation to update its forward-looking statements. For further information, please call Katharine W. Kenny, Vice President of Investor Relations (804-788-1824) or contact the Company via its website at http://www.masseyenergyco.com, Investor Relations.

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