Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-115757
$175,000,000
MASSEY ENERGY COMPANY
2.25% Convertible Senior Notes due 2024
SIXTH PROSPECTUS SUPPLEMENT DATED JANUARY 5, 2005
TO
PROSPECTUS DATED JUNE 28, 2004
This Sixth Prospectus Supplement amends and restates the “Selling Securityholders” Section of the Prospectus, dated June 28, 2004, appearing on pages 40—41 of such Prospectus, to update the positions of previously disclosed selling security holders based on (i) completed investor questionnaires submitted to Massey on or before January 4, 2005, (ii) information included in our Eighth Prospectus Supplement filed on and dated December 7, 2004 for our 4.75% Convertible Senior Notes due 2023 and (iii) information from the Trustee regarding sales of the notes completed pursuant to the Prospectus.
SELLING SECURITYHOLDERS
The notes were originally issued by us and sold by UBS Securities LLC and Bear, Stearns & Co. Inc. (the “Initial Purchasers”) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed by the Initial Purchasers to be “qualified institutional buyers” (as defined by Rule 144A under the Securities Act). The selling securityholders (which term includes their transferees, pledgees, donees or successors) may from time to time offer and sell pursuant to the Prospectus any and all of the notes and the shares of common stock issuable upon conversion of the notes.
Set forth below are the names of each selling securityholder, the principal amount of notes that may be offered by such selling securityholder pursuant to the Prospectus, and the number of shares of common stock into which such notes are convertible. Unless set forth below, none of the selling securityholders has had a material relationship with us or any of our predecessors or affiliates within the past three years.
The following table sets forth certain information received by us on or prior to January 4, 2005. However, any or all of the notes or common stock listed below may be offered for sale pursuant to the Prospectus by the selling securityholders from time to time. Accordingly, no estimate can be given as to the amounts of notes or common stock that will be held by the selling securityholders upon consummation of any such sales. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes since the date on which the information regarding their notes was provided, in transactions exempt from the registration requirements of the Securities Act or pursuant to the Prospectus. Some of the selling securityholders may hold additional notes that have been registered under the Securities Act.
Name | Aggregate Principal Amount of Notes at Maturity that May be Sold(4) | Percentage of Notes Outstanding | Shares of Common Stock Owned Prior to Conversion | Shares of Common Stock Registered (1)(4) | ||||||
AG Domestic Convertibles, LP | 1,200,000 | 0.69 | % | 35,714 | ||||||
AG Offshore Convertibles, Ltd. | 2,800,000 | 1.60 | % | 83,333 | ||||||
Akela Capital Master Fund, Ltd. | 10,000,000 | 5.71 | % | 297,619 | ||||||
Attorneys Title Insurance Fund | 150,000 | 0.09 | % | 4,464 | ||||||
Banc of America Securities LLC | 1,000,000 | 0.57 | % | 29,761 | ||||||
BNP Paribas Arbitrage | 250,000 | 0.14 | % | 7,440 | ||||||
BP Amoco PLC Master Trust | 818,000 | 0.47 | % | 24,345 | ||||||
Calamos Growth & Income Portfolio—Calamos Advisors Trust | 245,000 | 0.14 | % | 7,291 | ||||||
Calamos Growth & Income Fund—Calamos Investment Trust | 13,000,000 | 7.43 | % | 386,904 | ||||||
CNH CA Master Account, L.P. | 250,000 | 0.14 | % | 103,146 | (2) | 7,440 | ||||
Context Convertible Arbitrage Fund, LP | 775,000 | 0.44 | % | 143,115 | (2) | 23,065 | ||||
Context Convertible Arbitrage Offshore, Ltd. | 1,825,000 | 1.04 | % | 363,590 | (2) | 54,315 | ||||
Continental Assurance Company on behalf of its Separate Account (E) | 100,000 | 0.06 | % | 2,976 | ||||||
Continental Casualty Company | 400,000 | 0.23 | % | 11,904 | ||||||
Credit Suisse First Boston LLC | 1,000,000 | 0.57 | % | 29,761 | ||||||
Delta Airlines Master Trust | 130,000 | 0.10 | % | 3,869 | ||||||
Delta Airlines Master Trust—CV | 45,000 | 0.03 | % | 1,339 | ||||||
DKR SoundShore Opportunity Holding Fund Ltd. | 2,000,000 | 1.14 | % | 59,523 | ||||||
Duke Endowment c/o Froley, Revy Investment Co., Inc. | 500,000 | 0.29 | % | 14,880 | ||||||
EB Convertible Securities Fund | 85,000 | 0.05 | % | 2,530 | ||||||
Employees’ Retirement System of Rhode Island | 500,000 | 0.29 | % | 14,880 | ||||||
Fidelity Financial Trust: Fidelity Convertible Securities Trust | 7,000,000 | 4.00 | % | 208,333 | ||||||
FrontPoint Convertible Arbitrage Fund L.P. | 945,000 | 0.54 | % | 28,124 | ||||||
Gam High Yield Inc. | 500,000 | 0.29 | % | 14,880 | ||||||
Gates, Bill & Melinda Foundation | 1,250,000 | 0.71 | % | 37,202 | ||||||
GLG Global Convertible Fund | 1,300,000 | 0.74 | % | 38,690 | ||||||
GLG Global Convertible UCITS Fund | 1,700,000 | 0.97 | % | 50,595 | ||||||
Grace Convertible Arbitrage Fund, LTD. | 5,000,000 | 2.86 | % | 148,809 | ||||||
HBK Master Fund L.P. | 4,850,000 | 2.77 | % | 144,345 | ||||||
Honeywell International Inc. Master Retirement Trust | 1,000,000 | 0.57 | % | 29,761 | ||||||
Hotel Union & Hotel Industry of Hawaii Pension Plan | 214,000 | 0.12 | % | 6,369 |
Name | Aggregate Principal Amount of Notes at Maturity that May be Sold(4) | Percentage of Notes Outstanding | Shares of Common Stock Owned Prior to Conversion | Shares of Common Stock Registered (1)(4) | ||||||
Institutional Benchmark Master Fund | 1,000,000 | 0.57 | % | 29,761 | ||||||
Institutional Benchmarks Master Fund Ltd. | 1,123,000 | 0.64 | % | 33,422 | ||||||
Lord Abbett Investment Trust — LA Convertible Fund | 1,000,000 | 0.57 | % | 29,761 | ||||||
Lyxor/Context Fund Ltd. | 50,000 | 0.03 | % | 60,598 | (2) | 1,488 | ||||
Mellon HBV Master Convertible Arbitrage Fund LP | 1,169,000 | 0.67 | % | 34,791 | ||||||
Mellon HBV Master Leveraged Multi-Strategy Fund LP | 446,000 | 0.25 | % | 13,273 | ||||||
Mellon HBV Master Multi-Strategy Fund LP | 678,000 | 0.39 | % | 20,178 | ||||||
Microsoft Corporation | 5,000 | 0.00 | % | 149 | ||||||
Mint Master Fund LTD | 207,000 | 0.12 | % | 6,160 | ||||||
MLQA Convertible Securities Arbitrage Ltd. | 5,000,000 | 2.86 | % | 148,809 | ||||||
Morgan Stanley & Co. Incorporated | 500,000 | 0.29 | % | 120,968 | (5) | 14,880 | ||||
National Bank of Canada | 300,000 | 0.17 | % | 46,416 | (2) | 8,928 | ||||
Nations Convertible Securities Fund | 5,415,000 | 3.09 | % | 181,021 | (2) | 161,160 | ||||
New York City Employees Retirement System | 1,000,000 | 0.57 | % | 29,761 | ||||||
New York City Police Pension Fund | 500,000 | 0.29 | % | 14,880 | ||||||
Primus High Yield Bond Fund, LP | 1,500,000 | 0.86 | % | 44,642 | ||||||
Putnam Convertible Income—Growth Fund | 3,200,000 | 1.83 | % | 95,238 | ||||||
Retirement Income Plan for Employees of Armstrong World Industries, Inc. | 250,000 | 0.14 | % | 7,440 | ||||||
Rockwell Automation Master Trust | 100,000 | 0.06 | % | 2,976 | ||||||
Royal Bank of Canada (Norshield) | 200,000 | 0.11 | % | 48,994 | (2) | 5,952 | ||||
Sage Capital Management LLC | 150,000 | 0.09 | % | 4,464 |
Name | Aggregate Principal Amount of Notes at Maturity that May be Sold(4) | Percentage of Notes Outstanding | Shares of Common Stock Owned Prior to Conversion | Shares of Common Stock Registered (1)(4) | ||||||
Southern Farm Bureau Life Insurance | 1,075,000 | 0.61 | % | 31,994 | ||||||
Sphinx Convertible Arb Fund SPC | 474,000 | 0.27 | % | 14,107 | ||||||
SSI Blended Market Neutral L.P. | 424,000 | 0.24 | % | 12,619 | ||||||
SSI Hedged Convertible Market Neutral L.P. | 675,000 | 0.39 | % | 20,089 | ||||||
Teachers Insurance and Annuity Association of America | 1,500,000 | 0.86 | % | 44,193 | ||||||
Teachers Retirement System for the City of New York | 1,000,000 | 0.57 | % | 29,761 | ||||||
The TJX Companies Inc. Retirement Plan Trust | 50,000 | 0.03 | % | 1,488 | ||||||
UBS Securities LLC(3) | 2,000,000 | 1.14 | % | 3,287 | 59,524 | |||||
Univest Convertible Arbitrage Fund II Ltd. (Norshield) | 100,000 | 0.06 | % | 12,893 | (2) | 2,976 | ||||
Viacom Inc. Pension Plan Master Trust | 22,000 | 0.01 | % | 654 | ||||||
Windmill Master Fund LP | 1,000,000 | 0.57 | % | 29,761 |
(1) Assumes conversion of all of the holder’s notes at a conversion rate of 29.7619 shares of common stock per $1,000 principal amount at maturity of the notes. However, this conversion rate will be subject to adjustments as described under “Description of the Notes—Conversion Rights.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
(2) Indicates the number of shares of common stock owned by the selling securityholders assuming conversion of the 4.75% Convertible Senior Notes due 2023 owned by such selling securityholders at a conversion rate of 51.573 shares of common stock per $1,000 principal amount of notes.
(3) UBS Securities LLC was one of the initial purchasers in the private placement of the notes.
(4) Amounts indicated may be in excess of the total amount registered due to sales or transfers since the date upon which the selling securityholders provided to us the information regarding their notes.
(5) This value consists of 104,867 shares of our common stock owned by the selling securityholder and 16,101 shares of our common stock owned by the selling securityholder assuming conversion of the registered 2.25% Convertible Senior Notes due 2024 owned by such selling securityholder at a conversion rate of 29.7619 shares of common stock per $1,000 principal amount of notes.
The preceding table has been prepared based upon information (i) furnished to us by the selling securityholders named in the table, (ii) from our Eighth Prospectus Supplement filed on December 7, 2004 for our 4.75% Convertible Senior Notes due 2023 and (iii) furnished to us from the Trustee. From time to time, additional information concerning ownership of the notes and common stock may rest with certain holders thereof not named in the preceding table, with whom we believe we have no affiliation. Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements, if and when necessary.
