SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934*
Massey Energy Company
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(Name of Issuer)
Common Stock, par value $0.625 per share
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(Title of Class of Securities)
576206106
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(CUSIP Number)
Daniel S. Loeb
Third Point LLC
390 Park Avenue
New York, NY 10022
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jack H. Nusbaum, Esq.
Michael A. Schwartz, Esq.
Willkie Farr & Gallager LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
March 15, 2006
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 576206106 Page 2 of 7 pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,800,000
OWNED BY EACH ----------- --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
4,800,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9 %
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
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CUSIP No. 576206106 Page 3 of 7 pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Third Point LLC I.R.S. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
----------- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,800,000
OWNED BY EACH ----------- --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
----------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
4,800,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9 %
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is filed on behalf
of Third Point LLC, a Delaware limited liability company (the "Management
Company"), and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the
Management Company, the "Reporting Persons") and amends the original Schedule
13D filed on September 19, 2005 on behalf of the Reporting Persons (the
"Schedule 13D"). This Amendment No. 1 relates to the common stock, par value
$0.625 per share, of Massey Energy Company, a Delaware corporation (the
"Company"). Unless the context otherwise requires, references herein to the
"Common Stock" are to such common stock of the Company. The Management Company
is the investment manager or adviser to a variety of hedge funds and managed
accounts (such funds and accounts, collectively, the "Funds"). The Funds
directly own the Common Stock to which this Amendment No. 1 relates, and the
Reporting Persons may be deemed to have beneficial ownership over such Common
Stock by virtue of the authority granted to them by the Funds to vote and to
dispose of the securities held by the Funds, including the Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The Funds expended an aggregate of approximately $228,766,324.73 of their
own investment capital to acquire the 4,800,000 shares of Common Stock held by
them (the "Shares"). Except as noted on Schedule A, the Shares were acquired in
open market purchases.
The Funds effect purchases of securities primarily through margin accounts
maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs &
Co., which may extend margin credit to the Funds as and when required to open or
carry positions in the margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the following at
the end thereof:
On March 15, 2006, Third Point Offshore Fund, Ltd. ("Third Point
Offshore"), one of the Funds, sent to the Company a notice pursuant to the
Company's bylaws stating that it intends to nominate, at the Company's 2006
Annual Meeting of Stockholders (the "2006 Annual Meeting"), Mr. Loeb and Todd Q.
Swanson (the "Nominees") for election as directors of the Company. According to
the Company's proxy statement for its 2005 Annual Meeting of Stockholders, the
2006 Annual Meeting is to be held on May 16, 2006. The Reporting Persons believe
that three directors are to be elected at the 2006 Annual Meeting and, in light
of the cumulative voting rights of stockholders, have determined to present two
nominees for election at the 2006 Annual Meeting.
Third Point Offshore delivered its nominee notification because the
Reporting Persons believe that the Company has not performed well and has lost
sight of the concerns and interests of stockholders generally. The Reporting
Persons believe that the Company's board of directors (the "Board") should
include representatives of significant stockholders who can present
stockholders' perspectives on management direction, champion reform of
compensation, perquisites and management incentives, and generally bring focus
to the maximization of value for the benefit of stockholders. If elected to the
Board, the Nominees will seek to accelerate execution of the Company's stock
buyback program.
In connection with the 2006 Annual Meeting, Third Point LLC and certain of
its affiliates intend to file a proxy statement with the Securities and Exchange
Commission (the "SEC") to solicit stockholders of the Company with respect to
the election of directors. THIRD POINT LLC STRONGLY ADVISES ALL STOCKHOLDERS OF
THE COMPANY TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED,
AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEBSITE AT HTTP://WWW.SEC.GOV.
THIRD POINT PARTICIPANT INFORMATION
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of
1934, as amended, the following persons are anticipated to be, or may be deemed
to be, participants in any such proxy solicitation by Third Point LLC in
connection with the Company's 2006 Annual Meeting: Third Point LLC, Mr. Loeb,
Todd Q. Swanson ("Mr. Swanson"), Third Point Offshore Fund Ltd., Third Point
Partners LP, Third Point Ultra Ltd., Lyxor/Third Point Fund Ltd., Third Point
Partners Qualified LP, Third Point Resources LP and Third Point Resources Ltd.
Certain of these persons hold direct or indirect interests as follows: Third
Point LLC may be deemed to beneficially own 4,800,000 shares of the Company's
common stock ("Common Stock"); Mr. Daniel Loeb may be deemed to beneficially own
4,800,000 shares of Common Stock; Mr. Swanson does not beneficially own any
shares of Common Stock; Third Point Offshore Fund Ltd. owns 100 shares of Common
Stock and may be deemed to beneficially own another 2,705,300 shares of Common
Stock; Third Point Partners LP may be deemed to beneficially own 500,200 shares
of Common Stock; Third Point Ultra Ltd. may be deemed to beneficially own
502,300 shares of the Common Stock; Lyxor/Third Point Fund Ltd. may be deemed to
beneficially own 311,100 shares of Common Stock; Third Point Partners Qualified
LP may be deemed to beneficially own 291,200 shares of Common Stock; Third Point
Resources LP may be deemed to beneficially own 162,300 shares of Common Stock;
and Third Point Resources Ltd. may be deemed to beneficially own 327,500 shares
of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) As of the date of this Amendment No. 1, the Reporting Persons
beneficially own 4,800,000 shares of Common Stock. The Shares represent 5.9% of
the 81,939,989 shares of Common Stock outstanding as of March 3, 2006, as
reported in the Company's Amendment No. 1 to Form S-4 as filed with the
Securities and Exchange Commission on March 3, 2006.
None of the individual Funds owns a number of shares of Common Stock equal
to or greater than 5% of such total Common Stock outstanding.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 4,800,000 shares of Common Stock held directly by the Funds.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Reporting Persons, in the
Common Stock during the past sixty days.
All of the transactions set forth on Schedule A, except as may be otherwise
noted therein, were effected in open market purchases on the New York Stock
Exchange through a securities broker.
Except as set forth on Schedule A, during the last sixty days there were no
transactions in the Common Stock effected by the Reporting Persons, nor, to the
best of their knowledge, any of their directors, executive officers, general
partners or members.
(d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
Schedule A
(Transactions by the Funds in Common Stock during the past sixty days)
Date Transaction Shares Price Per Share
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1-20-06 Buy 150,000 37.60000(1)
1-23-06 Sell 200,000 38.02800
1-31-06 Buy 14,800 41.25000
1-31-06 Sell 14,800 41.25000
2-1-06 Buy 15,000 40.72000
2-1-06 Sell 15,000 40.72000
2-7-06 Buy 75,000 39.02610
2-28-06 Buy 45,000 37.20000
2-28-06 Sell 45,000 37.20000
3-7-06 Buy 50,000 34.73970
3-10-06 Buy 50,000 34.09060
3-13-06 Buy 50,000 34.68810
3-15-06 Buy 150,000 34.55070
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(1) Shares were acquired pursuant to a put option at $40 per share. The per
share price indicated is net of the $2.40 per share premium received by
Third Point Offshore Fund Ltd. for writing the put option.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 15, 2006
THIRD POINT LLC
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Chief Executive Officer
/s/ Daniel S. Loeb
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Daniel S. Loeb
[Signature Page to Amendment No. 1 to Schedule 13D]