Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-107173
$132,000,000
MASSEY ENERGY COMPANY
4.75% Convertible Senior Notes due 2023
SIXTH PROSPECTUS SUPPLEMENT DATED SEPTEMBER 16, 2004
TO
PROSPECTUS DATED AUGUST 4, 2003
This Sixth Prospectus Supplement amends and restates the “Selling Securityholders” section of the Prospectus, dated August 4, 2003, appearing on pages 70-72 of such Prospectus, to update the positions of previously disclosed selling securityholders based on (i) completed investor questionnaires submitted to Massey on or before September 15, 2004, (ii) information included in our Fourth Prospectus Supplement filed on and dated September 16, 2004 for our 2.25% Convertible Senior Notes due 2024 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 Citigroup Global Markets, Inc., UBS Warburg LLC and PNC Capital Markets, 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 September 15, 2004. 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.
| Name |
Aggregate Principal Amount of Notes at Maturity that May be Sold(2) |
Percentage of Notes Outstanding |
Shares of Common Stock Owned Prior to Conversion |
Shares of Common Stock Registered Hereby(1)(2) | ||||||
| B.G.I Global Investors c/o Forest Investment Mngt, LLC |
416,000 | 0.32 | % | 21,454 | ||||||
| CALAMOS Convertible Growth and Income Fund—CALAMOS Investment Trust |
12,000,000 | 9.09 | % | 386,904 | (3) | 618,876 | ||||
| CNH CA Master Account, L.P. |
2,000,000 | 1.52 | % | 7,440 | (3) | 103,146 | ||||
| Coastal Convertibles, LTD c/o Harbor Capital |
1,000,000 | 0.76 | % | 51,573 | ||||||
| Excelsior Master Fund LP |
1,250,000 | 0.95 | % | 64,466 | ||||||
| Forest Fulcrum Fund, LLP |
995,000 | 0.75 | % | 51,315 | ||||||
| Forest Global Convertible Fund Series A-J |
4,940,000 | 3.74 | % | 254,770 | ||||||
| Forest Multi-Strategy Master Fund SPC, on behalf of Series F, Multi-Strategy Segregated Portfolio |
602,000 | 0.46 | % | 31,046 | ||||||
| Garno Investors Holdings, LTD |
500,000 | 0.38 | % | 25,786 | ||||||
| HFR TQA Master Trust c/o TQA Investors, LLC |
134,000 | 0.10 | % | 6,910 | ||||||
| ING Convertible Fund |
1,980,000 | 1.50 | % | 102,114 | ||||||
| ING VP Convertible Portfolio |
20,000 | 0.02 | % | 1,488 | (3) | 1,031 | ||||
| LDG Limited |
119,000 | 0.09 | % | 6,137 | ||||||
| Lexington Vantage Fund c/o TQA Investors, LLC |
15,000 | 0.01 | % | 773 | ||||||
| LLT Limited |
383,000 | 0.29 | % | 19,752 | ||||||
| Lyxor Master Fund c/o Forest Investment Mngt, LLC |
2,120,000 | 1.61 | % | 109,334 |
| Name |
Aggregate Principal Amount of Notes at Maturity that May be Sold(2) |
Percentage of Notes Outstanding |
Shares of Common Stock Owned Prior to Conversion |
Shares of Common Stock Registered Hereby(1)(2) | ||||||
| Nations Convertible Securities Fund (Banc of America Capital Management, LLC) |
5,450,000 | 4.13 | % | 132,886 | (3) | 281,072 | ||||
| RBC Alternative Assets LP c/o Forest Investment Mngt., LLC |
113,000 | 0.09 | % | 5,827 | ||||||
| Relay 11 Holdings c/o Forest Investment Mngt., LLC |
197,000 | 0.15 | % | 10,159 | ||||||
| Satellite Convertible Arbitrage Master Fund, LLC |
2,000,000 | 1.52 | % | 103,146 | ||||||
| South Dakota Retirement System |
3,000,000 | 2.27 | % | 154,719 | ||||||
| Sphinx Convertible Arbitrage c/o Forest Investment Mngt., LLC |
99,000 | 0.08 | % | 5,105 | ||||||
| Sphinx Fund c/o TQA Investors, LLC |
28,000 | 0.02 | % | 1,444 | ||||||
| Sunrise Partners Limited Partnership |
1,000,000 | 0.76 | % | 1,500 | 51,573 | |||||
| TQA Master Fund, LTD |
1,818,000 | 1.38 | % | 93,759 | ||||||
| TQA Master Plus Fund, LTD |
1,435,000 | 1.09 | % | 74,007 | ||||||
| Univest Convertible Arbitrage Fund Ltd., c/o Forest Investment Mngt. LLC |
62,000 | 0.05 | % | 3,197 | ||||||
| Xavex Convertible Arbitrage 7 Fund c/o TQA Investors, LLC |
264,000 | 0.20 | % | 13,615 | ||||||
| Xavex-Convertible Arbitrage 4 Fund c/o Forest Investment Mgt., LLC |
153,000 | 0.12 | % | 7,890 |
| Name |
Aggregate Principal Amount of Notes at Maturity that May be Sold(2) |
Percentage of Notes Outstanding |
Shares of Common Stock Owned Prior to Conversion |
Shares of Common Stock Registered Hereby(1)(2) | |||||
| Zurich Institutional Benchmarks Master Fund, LTD c/o TQA Investors, LLC |
187,000 | 0.14 | % | 9,644 | |||||
| Zurich Master Hedge Fund c/o Forest Investment Mngt, LLC |
634,000 | 0.48 | % | 32,697 |
| (1) | Assumes conversion of all of the holder’s notes at a conversion rate of 51.573 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) | 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. |
| (3) | Indicates the number of shares of common stock owned by the selling securityholders assuming conversion of the 2.25% Convertible Senior Notes due 2024 owned by such selling securityholders 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 Fourth Prospectus Supplement filed on September 16, 2004 for our 2.25% Convertible Senior Notes due 2024 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. The selling securityholders listed in the above table may have sold or transferred, pursuant to the Prospectus or in transactions exempt from the registration requirements of the Securities Act, some or all of their notes since the date they have supplied the information to us. Some of the selling securityholders may hold additional notes that have been registered under the Securities Act. Any changed information will be set forth in prospectus supplements, if and when necessary.