SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from _____ to ______
Commission File Number: 1-7775
A. Full title of plan and the address of the plan, if different from that
of the issuer named below:
COAL COMPANY SALARY DEFERRAL
AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Massey Energy Company
4 North 4/th/ Street
Richmond, Virginia 23219
REQUIRED INFORMATION
Financial Statements. The following financial statements and schedules are
filed as part of this annual report and appear immediately after the signature
page hereof.
1. Statement of Net Assets Available for Benefits
2. Statement of Changes in Net Assets Available for Benefits
3. Notes to Financial Statements
4. Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Exhibits. The following exhibit is filed as part of this annual report:
Exhibit 23.1 - Consent of Ernst & Young LLP.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
COAL COMPANY SALARY DEFERRAL
AND PROFIT SHARING PLAN
By: /s/ Madeleine M. Curle
-------------------------------
Madeleine M. Curle
Vice President, Human Resources
Dated: May 25, 2001
Coal Company Salary Deferral and Profit Sharing Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 2000 and 1999
with Report of Independent Auditors
Coal Company Salary Deferral and Profit Sharing Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 2000 and 1999
Contents
Report of Independent Auditors.......................................... 1
Financial Statements
Statements of Net Assets Available for Benefits......................... 2
Statement of Changes in Net Assets Available for Benefits............... 3
Notes to Financial Statements........................................... 4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year).......... 10
Report of Independent Auditors
Board of Directors
Coal Company Salary Deferral and Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of the Coal Company Salary Deferral and Profit Sharing Plan as of December 31,
2000 and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 2000, is
presented for the purpose of additional analysis and is not a required part of
the financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
May 21, 2001
1
Coal Company Salary Deferral and Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31
2000 1999
-----------------------------
Investments, at fair value $100,811,008 $104,426,070
Receivables:
Investment income 209,538 221,456
Receivable from sale of securities 750,000 -
Contributions due from employees 434,287 191,989
Contributions due from employer 2,191,219 2,331,054
-----------------------------
Total receivables 3,585,044 2,744,499
-----------------------------
Net assets available for benefits $104,396,052 $107,170,569
=============================
See accompanying notes to financial statements.
2
Coal Company Salary Deferral and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
Additions:
Employer contributions $ 2,191,219
Employee contributions 8,972,269
Investment income 11,081,436
------------
22,244,924
Deductions:
Withdrawals by participants (16,282,648)
Net depreciation in fair value of investments (8,736,793)
------------
Net deductions (2,774,517)
Net assets available for benefits at beginning of year 107,170,569
------------
Net assets available for benefits at end of year $104,396,052
============
See accompanying notes to financial statements.
3
Coal Company Salary Deferral and Profit Sharing Plan
Notes to Financial Statements
December 31, 2000 and 1999
1. Plan Description
The following description of the Coal Company Salary Deferral and Profit Sharing
Plan (the "Plan") provides only general information. Participants should refer
to the Summary Plan Description for a more complete description of the Plan's
provisions.
General
The Plan is a contributory defined contribution plan established effective
January 1, 1985 by A. T. Massey Coal Co., Inc. (a wholly owned subsidiary of
Massey Energy Company) (Massey or the Plan Sponsor) and is administered by
Massey for the benefit of full-time Massey employees, including eligible
employees of certain subsidiaries. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participation
Employees may begin participation on the first day of the calendar quarter after
hire.
Funding and Vesting
Eligible employees may elect to defer up to 10% of their compensation, as
defined by the Plan and as limited by restrictions of the Internal Revenue Code.
The Plan Sponsor may contribute a discretionary amount to the Plan each year as
determined by its management.
Participants have a fully vested interest in their account balance at all times.
Upon enrollment in the Plan, employees may direct their investments to any of
the Plan's fund options. Participants may change their investment options
quarterly.
Distributions
Participants may obtain distributions from their accounts, subject to certain
restrictions, upon termination of employment, retirement, upon reaching age 59
1/2, or by incurring a disability or hardship, as defined by the Plan.
Designated beneficiaries are entitled to receive the participant's unpaid
benefits upon the death of the participant.
4
Coal Company Salary Deferral and Profit Sharing Plan
Notes to Financial Statements (continued)
1. Plan Description (continued)
Loans to Participants
Loans are made from the participant's account and are secured by the remaining
participant's account balance. Participants may borrow from their accounts a
minimum of $1,000 and a maximum equal to the lesser of 50% of the participant's
account or $50,000 in accordance with the Department of Labor's regulations on
loans to participants. Loans shall bear a reasonable rate of interest and must
be repaid over a period not to exceed 5 years unless the loan is used to
purchase the participant's primary residence, in which case the loan term may
not exceed 10 years. Principal and interest is paid ratably through monthly
payroll deductions. Loans to terminated participants and loans in default are
treated as distributions to the participant.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would receive the value of their individual account.
2. Summary of Accounting Policies
Accounting Method
The financial statements of the Plan have been prepared using the accrual method
of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
5
Coal Company Salary Deferral and Profit Sharing Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
Investments
All of the Plan's investments are stated at fair value. Common trusts are
valued at quoted redemption values determined by the trustee. Government
securities, corporate debt instruments and shares of registered investment
companies are valued at quoted market values on the last business day of the
Plan year. Participant loans are valued at their outstanding balances, which
approximate fair value. Securities transactions are recorded as of the trade
date. Interest income is recorded on the accrual basis.
Administrative Expenses
Expenses of the Plan are paid by the Plan Sponsor.
3. Investments
All of the Plan's investments are held in a trust fund administered by Wachovia
Bank & Trust Co., N.A. At December 31, 2000 and 1999, investments in each fund
(including short-term investments allocated to such funds) consisted of the
following:
December 31
2000 1999
-----------------------------
Money market fund $ 7,310,764 $ 9,262,010
Fixed income fund 5,400,246 6,312,286
American balanced fund 17,902,036 19,388,448
Fundamental investors 37,669,410 38,371,882
AIM constellation fund 26,866,791 25,582,310
Loan fund 5,661,761 5,509,134
-----------------------------
$100,811,008 $104,426,070
=============================
6
Coal Company Salary Deferral and Profit Sharing Plan
Notes to Financial Statements (continued)
3. Investments (continued)
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$8,736,793 as follows:
Year Ended
December 31, 2000
-----------------
Money market fund $ 35,868
Fixed income fund 205,493
American balanced fund 1,228,367
Fundamental investors (1,472,919)
AIM constellation fund (8,733,602)
-----------
$(8,736,793)
============
4. Related Party Transactions
Certain Plan assets are invested in funds sponsored by Wachovia Bank and Trust
Co., N.A., trustee of the Plan. Transactions involving these instruments are
considered to be party-in-interest transactions for which statutory exemption
exists under the Department of Labor Regulations.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated February 14, 1996, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. The Plan has been amended since the date of its
determination letter. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax-exempt.
7
Coal Company Salary Deferral and Profit Sharing Plan
Notes to Financial Statements (continued)
6. Differences Between Financial Statements and Forms 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
2000 1999
-----------------------------
Net assets available for benefits per the
financial statements $104,396,052 $107,170,569
Amounts allocated to withdrawn participants 2,202,232 1,889,415
-----------------------------
Net assets available for benefits per the Form 5500 $102,193,820 $105,281,154
=============================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 2000
-----------------
Benefits paid to participants per the financial statements $16,282,648
Add: Amounts allocated on Form 5500 to withdrawn participants
in the current year 2,202,232
Less: Amounts allocated on form 5500 to withdrawn participants
in the prior year (1,889,415)
-----------
Benefits paid to participants per the Form 5500 $16,595,465
===========
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year-
end but not yet paid.
8
Supplemental Schedule
Coal Company Salary Deferral and Profit Sharing Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Employer Identification Number 54-0295165, Plan Number 002
Year ended December 31, 2000
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor or similar party collateral, par, or maturity value Value
- --------------------------------------------------------------------------------------------------------------
Common/Collective Trusts:
*WB DTF Short-Term Investment Fund
2,024,550 shares $2,024,550
==========
Government Securities:
U.S. Treasury Notes Maturing 9/30/01; 5.63%; $600,000 par $ 599,718
U.S. Treasury Notes Maturing 8/31/01; 6.50%; $750,000 par 753,630
U.S. Treasury Notes Maturing 7/31/01; 6.63%; $600,000 par 603,186
U.S. Treasury Notes Maturing 6/30/01; 5.75%; $1,000,000 par 1,000,000
U.S. Treasury Notes Maturing 5/15/01; 5.50%; $750,000 par 749,535
U.S. Treasury Notes Maturing 8/15/03; 5.75%; $250,000 par 253,750
U.S. Treasury Notes Maturing 3/31/01; 6.38%; $1,000,000 par 1,000,940
U.S. Treasury Notes Maturing 1/31/01; 4.50%; $750,000 par 749,063
U.S. Treasury Notes Maturing 5/15/08; 5.63%; $400,000 par 410,876
U.S. Treasury Notes Maturing 10/31/01; 5.75%; $700,000 par 701,309
Federal Farm Credit Bank Maturing 5/1/02; 5.25%; $900,000 par 895,077
Federal Home Loan Bank Note Maturing 9/15/03; 5.13%; $100,000 par 98,750
Federal National Mortgage Association Bond Maturing 10/15/07; 6.63%; $400,000 par 417,436
Federal Home Loan Mortgage Corporate Bond Maturing 3/15/09; 5.75 %; $700,000 par 690,263
Federal Home Loan Mortgage Corporate Bond Maturing 9/15/10; 6.88%; $200,000 par 212,968
Federal Home Loan Bank Bond Maturing 3/19/01; 5.63%; $580,000 par 579,368
----------
Total Government Securities $9,715,869
==========
10
Coal Company Salary Deferral and Profit Sharing Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued)
Employer Identification Number 54-0295165, Plan Number 002
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor or similar party collateral, par, or maturity value Value
- ---------------------------------------------------------------------------------------------------------
Corporate Debt Instruments:
American General Finance Corp. Maturing 11/1/03; 5.75%; $100,000 par $ 98,396
Associates Corp. N.A. Maturing 5/16/05; 6.20%; $75,000 par 74,564
AT&T Corp. Maturing 9/15/02; 6.50%; $100,000 par 99,615
Chase Manhattan Corp Maturing 6/01/07; 7.25%; $170,000 par 174,700
Coca Cola Enterprise Inc. Maturing 11/1/08; 5.75%; $100,000 par 95,567
Disney Global Maturing 3/30/06; 6.75%; $100,000 par 103,241
Du Pont De Nemours & Co. Maturing 10/15/02; 6.75%; $100,000 par 101,350
Glen Electric Capcorp Maturing 4/15/02; 5.50%; $100,000 par 99,435
GTE North Inc. Maturing 11/15/08; 5.65%; $75,000 par 69,495
Hasbro Inc. Maturing 11/1/05; 5.60%; $100,000 par 72,000
Household Finance Corp. Maturing 6/03/02; 7.08%; $15,000 par 15,172
Ikon Capital Resource Inc. Maturing 5/21/01; 6.94%; $35,000 par 33,631
International Lease Finance Maturing 5/01/02; 5.63%; $40,000 par 39,797
Lehman Brothers Holdings Inc. Maturing 5/15/03; 7.00%; $45,000 par 45,334
Morgan Stanley Group Maturing 3/1/07; 6.88%; $40,000 par 40,286
National Westminster Bancorp Inc. Maturing 11/15/03; 9.38%; $45,000 par 48,591
PP&L Transition Bond Co LLC Maturing 6/25/09; 7.05%; $55,000 par 57,114
Scana Corporation Maturing 7/8/03; 6.25%; $100,000 par 99,606
Sonoco Products Maturing 11/15/04; 7.00%; $170,000 par 171,561
----------
Total Corporate Debt Instruments $1,539,455
==========
11
Coal Company Financial Statements (2000)(vi).doc
Coal Company Salary Deferral and Profit Sharing Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued)
Employer Identification Number 54-0295165, Plan Number 002
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor or similar party collateral, par, or maturity value Value
- ---------------------------------------------------------------------------------------------------
Registered Investment Companies:
Fundamental Investments 1,199,189 shares $ 37,366,740
American Balanced Fund 1,143,217 shares 17,685,569
AIM Equity Funds, Inc. -
Constellation Fund Class A 918,521 shares 26,572,825
Blackrock Strategic Term Trust Inc. 26,227 shares 244,239
------------
Total Registered Investment Companies $ 81,869,373
============
*Participant Loans: Interest rates range from 8% to 11%;
maturity dates vary with remaining terms
of 1 to 10 years $ 5,661,761
============
Grand Total $100,811,008
============
*Party-in-interest.
12
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23.1 Consent of Ernst & Young LLP.