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) November 30, 2000
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Massey Energy Company
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(Exact name of Registrant as specified in charter)
Delaware 1-7775 95-0740960
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(State or other jurisdiction (Commission file (IRS employer
of incorporation) number) identification no.)
4 North 4th Street, Richmond, Virginia 23219
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (804) 788-1800
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Fluor Corporation
One Enterprise Drive
Aliso Viejo, California
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On November 30, 2000, the Board of Directors of "old" Fluor Corporation
(the "Registrant") formally approved the distribution to the holders of common
stock of the Registrant (the "Distribution") of all of the common stock of "new"
Fluor Corporation ( "New Fluor"). The Distribution was accomplished by the
declaration by the Board of Directors of the Registrant of a special dividend
payable to each holder of record of the Registrant's common stock at the close
of business on November 30, 2000 (the "Record Date") of one share of New Fluor's
common stock for every share of the Registrant's common stock held by such
holder at the close of business on the Record Date. The Registrant has received
a ruling from the Internal Revenue Service to the effect that the Distribution
will be tax-free to the Registrant and its stockholders.
As a result of the Distribution, the Registrant has been separated into two
independent publicly traded companies: the Registrant, now known as Massey
Energy Company, and New Fluor. The Registrant is a leader in the U.S. coal
industry that produces high-quality, low sulfur coal for electric-generation,
steel-making and a variety of industrial applications. New Fluor is a leading
professional services company offering a diverse range of value-added,
knowledge-based services, from traditional engineering, procurement and
construction to total asset management.
Shares of the Registrant's common stock are now listed on the NYSE under
the symbol "MEE". Shares of New Fluor's common stock are listed on the New York
Stock Exchange, Inc. (the "NYSE") under the temporary symbol "FLRWI". On and
after December 22, 2000, shares of New Fluor's common stock will trade on the
NYSE under the symbol "FLR".
As a result of the Distribution, the Registrant no longer has any ownership
interest in New Fluor. In addition, New Fluor does not have any ownership
interest in the Registrant.
The Registrant and New Fluor have entered into certain agreements governing
the relationship between the Registrant and New Fluor after the Distribution and
providing for the allocation of tax, employee benefits and certain other assets
and liabilities and obligations arising from periods prior to the Distribution,
including contingent liabilities relating to certain litigation. Certain of
these documents are filed as Exhibits 10.1 to 10.2 to this Form 8-K.
In connection with the Distribution, Don L. Blankenship has entered into an
Amendment to his Employment Agreement with the Registrant. A copy of this
Amendment is attached hereto as Exhibit 10.3
Attached hereto as Exhibit 99.1 is the Proxy Statement, dated November 1,
2000 (the "Proxy Statement"), which the Registrant sent to each of the record
holders of its common stock as of the close of business on October 26, 2000. The
Proxy Statement contains additional information regarding the Distribution and
New Fluor. The following sections of the Proxy Statement which are included in
Exhibit 99.1 are incorporated herein by reference:
Cautionary Statements
Questions and Answers About the Distribution
Summary
Risk Factors
The Distribution
Relationship Between New Fluor and Massey After the Distribution
Dividend Policies
Massey Energy Company Capitalization
Massey Energy Company Selected Combined Financial Data
Massey Energy Company Management's Discussion and Analysis
of Financial Condition and Results of Operations
Business and Properties of Massey
Management of Massey
Massey Certain Relationships and Related Transactions
Security Ownership of Massey
Massey Energy Company Combined Financial Statements (pages F-34 to
F-50 inclusive)
Subsequent to the distribution of the Proxy Statement, the Registrant
updated the disclosure regarding the Martin County slurry spill through release
of the following information.
As previously disclosed, included in the Registrant's fourth quarter
results is a $3 million charge for estimated costs, net of insurance, relating
to a slurry spill at its Martin County operations.
The charge relating to the Martin County slurry spill represents an accrual
of $46.5 million in estimated spill-related clean up costs and liabilities, net
of $43.5 million in probable insurance recoveries. The spill occurred on October
11, 2000, when a partial failure of a slurry impoundment allowed coal refuse
slurry to enter adjacent underground mine workings and then two tributary
streams of the Big Sandy River in eastern Kentucky. Clean up efforts are well
underway. As of November 15, 2000, approximately $10 million in clean up
expenses had been incurred. Several lawsuits have been brought by downstream
residents and other individual plaintiffs claiming to be damaged by the spill.
These suits assert trespass, property damage, nuisance and other claims, and
seek compensatory and punitive damages. Certain of these suits seek to be
certified as class action lawsuits. The Registrant has insurance coverage it
expects to be applicable to such lawsuits. However, these lawsuits are in their
initial stages and, therefore, the extent of ultimate liability, if any, and
insurance recovery cannot be accurately predicted at this time. In addition, the
Registrant may face assessment of fines and penalties by government authorities
which may not be covered by insurance.
A copy of the press release of the Registrant with respect to the
Distribution is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Item 5. Other Events.
The Registrant currently intends to hold its annual meeting of stockholders
on April 17, 2001 in Charleston, West Virginia. Additional details about this
meeting will be supplied in a proxy statement to be sent to stockholders in
advance of this meeting.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The information included in the section of the Proxy Statement entitled
"Massey Energy Company Unaudited Pro Forma Combined Financial Information" is
incorporated herein by reference. Readers should note that notwithstanding the
legal form of the Distribution described above, whereby the Registrant "spun-
off" New Fluor, because of the relative significance of New Fluor's business to
the Registrant, New Fluor is being treated as the "accounting successor" to the
Registrant for financial reporting purposes.
(c) Exhibits
10.1* Distribution Agreement, dated as of November 30, 2000, between
New Fluor and Massey Energy Company (formerly known as Fluor
Corporation)
10.2** Tax Sharing Agreement, dated as of November 30, 2000, between
New Fluor, Massey Energy Company (formerly known as Fluor
Corporation) and A.T. Massey Coal Company, Inc.
10.3 Amendment to Employment Agreement among Massey Energy Company
(formerly known as Fluor Corporation), A. T. Massey Coal
Company, Inc. and Don L. Blankenship dated as of October 1,
1998
23 Consent of Independent Auditors
99.1 Proxy Statement of the Registrant, dated November 1, 2000
99.2 Press release of the Registrant, dated November 30, 2000
* Supercedes form of agreement attached as Appendix A to the Proxy Statement
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filed on November 1, 2000.
** Supercedes form of agreement attached as Appendix B to the Proxy Statement
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filed on November 1, 2000.
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 15, 2000
MASSEY ENERGY COMPANY
By: /s/ Roger L. Nicholson
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Name: Roger L. Nicholson
Title: Vice President, Secretary & General
Counsel