SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and might not contain all of the information that is important to you. You should read carefully this entire joint proxy statement/prospectus, including the Annexes, and the other documents to which this joint proxy statement/prospectus refers to understand fully the merger and the related transactions. In addition, Alpha and Massey incorporate by reference into this joint proxy statement/prospectus important business and financial information about Alpha and Massey. See “Where You Can Find More Information” beginning on page 190. Most items in this summary include a page reference directing you to a more complete description of those items.

Information About Alpha

Alpha is one of America’s premier coal suppliers, operating approximately 66 mines and 13 coal preparation plants in Northern and Central Appalachia and the Powder River Basin, with approximately 6,500 employees. Alpha produces, processes and sells thermal coal and metallurgical or steel coal. Alpha also sells coal produced by others, the majority of which Alpha processes and/or blends with coal produced from its mines prior to resale, providing Alpha with a higher overall margin for the blended product than if Alpha had sold the coals separately. As of December 31, 2010, Alpha owned or leased approximately 2.3 billion tons of proven and probable coal reserves. During 2010, Alpha sold a total of 84.8 million tons of steam and metallurgical coal and generated coal revenues of $3.5 billion and income from continuing operations of $97.2 million. Alpha’s coal sales from continuing operations during 2010 consisted of 82.6 million tons of produced and processed coal, including 0.8 million tons purchased from third parties and processed at its processing plants or loading facilities prior to resale, and 2.2 million tons of purchased coal that it resold without processing. Alpha’s sales of steam coal in 2010 accounted for approximately 86% of its annual coal sales volume, and its 2010 sales of metallurgical coal, which generally sells at a premium over steam coal, accounted for approximately 14% of its annual coal sales volume. Alpha’s sales of steam coal during 2010 were made primarily to large utilities and industrial customers throughout the United States, and its sales of metallurgical coal were made primarily to steel companies in the Northeastern and Midwestern regions of the United States and in several countries in Europe, Asia and South America. Approximately 34% of Alpha’s total revenues from continuing operations in 2010 were derived from sales, including freight and handling revenues, made outside the United States, primarily in Brazil, Italy, India, Turkey and Ukraine. Alpha’s principal executive offices are located at One Alpha Place, Abingdon, Virginia 24210, and its telephone number is (276)  619-4410.

Information About Mountain Merger Sub

Mountain Merger Sub, Inc., a wholly owned subsidiary of Alpha, is a Delaware corporation that was formed on January 24, 2011, for the purpose of effecting the merger. In the merger, Mountain Merger Sub will be merged with and into Massey, with Massey surviving as a wholly owned subsidiary of Alpha.

Information About Massey

A.T. Massey Coal Company, Inc., which we refer to as A.T. Massey, was originally incorporated in Richmond, Virginia in 1920 as a coal brokering business. In the late 1940s, A.T. Massey expanded its business to include coal mining and processing. In 1974, St. Joe Minerals acquired a majority interest in A.T. Massey. In 1981, St. Joe Minerals was acquired by Fluor Corporation. A.T. Massey was wholly owned by Fluor Corporation from 1987 until November 30, 2000. On November 30, 2000, Massey completed a reverse spin-off which separated Fluor Corporation into two entities: the “new” Fluor Corporation and Fluor Corporation which retained Massey’s coal-related businesses and was subsequently renamed Massey Energy Company. Massey has been a separate, publicly traded company since December 1, 2000.

Massey is one of the largest coal producers in the United States and the largest coal company in Central Appalachia, Massey’s primary region of operation, in terms of tons produced in 2010 and total coal reserves currently controlled.

Massey produces, processes and sells bituminous coal of various steam and metallurgical grades, primarily of a low sulfur content, through Massey’s 25 processing and shipping centers, many of which receive coal from multiple mines. At January 31, 2011, Massey operated 84 mines, including 66 underground mines (one of which employs both room and pillar and longwall mining) and 18 surface mines (with 12 highwall miners in operation) in West Virginia, Kentucky and Virginia. The number of mines that Massey operates may vary from time to time depending on a number of factors, including the existing demand for and price of coal, exhaustion of economically recoverable reserves and availability of experienced labor.

Customers for Massey’s steam coal product include primarily electric power utility companies which use Massey’s coal as fuel for their steam-powered generators. Customers for Massey’s metallurgical coal include primarily steel producers which use Massey’s coal to produce coke, which is in turn used as a raw material in the steel manufacturing process.

The principal executive office of Massey is located at 4 North 4th Street, Richmond, Virginia 23219, and its telephone number is (804) 788-1800.

The Merger

Upon the terms and subject to the conditions of the merger agreement, and in accordance with Delaware law, at the effective time of the merger, Mountain Merger Sub will merge with and into Massey. The separate corporate existence of Mountain Merger Sub will cease, and Massey will continue as the surviving corporation of the merger and a wholly owned subsidiary of Alpha.

We encourage you to read the merger agreement, which governs the merger and is attached as Annex A to this joint proxy statement/prospectus, because it sets forth the terms of the merger.

Merger Consideration (beginning on page 114)

If you are a Massey stockholder, each share of Massey common stock that you hold immediately prior to the merger will be converted into the right to receive 1.025 shares of Alpha common stock and $10.00 in cash, upon completion of the merger of Mountain Merger Sub with and into Massey.

Alpha will not issue any fractional shares as a result of the merger. Instead, it will pay to each Massey stockholder an amount of cash (calculated to the nearest one-tenth of a cent), without interest, equal to the product of (1) the fractional share interest (after aggregating all shares of Alpha common stock that would otherwise be received by such holder of Massey common stock) that a holder of Massey common stock would otherwise receive, and (2) the average of the volume weighted average closing price per share of Alpha common stock on the NYSE (as reported by the Wall Street Journal, or other authoritative source) for the five trading days ending on the last trading day immediately prior to the effective date of the merger, weighted by the total volume of trading in Alpha common stock on each such trading day.

The Number of Shares of Alpha Common Stock to Be Issued in the Merger Is Fixed, and Therefore the Value of the Merger Consideration Will Fluctuate with Market Prices (page 115)

The number of shares of Alpha common stock and cash to be issued in the merger for each share of Massey common stock is fixed (except in the event of any stock dividend, subdivision, recapitalization, split, reverse split, combination or exchange of shares or similar event with respect to Alpha common stock or Massey common stock) and will not be adjusted for changes in the market price of either Alpha common stock or Massey common stock. Accordingly, any change in the price of Alpha common stock prior to the merger will affect the market value of the merger consideration that Massey stockholders will receive as a result of the merger.

You should obtain current stock price quotations for Alpha common stock and Massey common stock. Alpha common stock and Massey common stock are listed on the NYSE under the symbols “ANR” and “MEE,” respectively. The following table shows the closing prices for Alpha common stock and Massey common stock and the implied per share value in the merger to Massey stockholders for January 28, 2011, the last full trading day prior to the public announcement of the merger and on April 27, 2011, the last practicable full trading day prior to the filing of this joint proxy statement/prospectus with the SEC:

Upon completion of the merger, Alpha’s legacy stockholders will own approximately 54% of Alpha’s outstanding common stock and former Massey stockholders will own approximately 46% of Alpha’s outstanding common stock, based on the number of shares of Alpha and Massey common stock issued and outstanding as of January 28, 2011.

Financing Relating to the Merger (beginning on page 129)

Alpha has received a financing commitment from Morgan Stanley Senior Funding, Inc. and Citigroup Global Markets Inc., subject to customary conditions, for a proposed new $600 million term A loan facility, $1 billion revolving credit facility and a $1.7 billion bridge facility. The newly committed financing, in addition to existing cash balances, will be used to fund the cash portion of the merger consideration (inclusive of payments due to holders of Massey equity awards) and refinance certain of Alpha and Massey’s existing debt. Massey will cooperate with Alpha’s efforts to secure the financing and Alpha will reimburse Massey for the expenses it incurs in performing those efforts.

Alpha may be required to pay a termination fee of $360 million upon termination of the merger agreement by Massey if the 20-business-day marketing period has ended and all other conditions of Alpha and Mountain Merger Sub under the merger agreement have been satisfied (other than those conditions that by their nature are to be satisfied at the closing) and Alpha and Mountain Merger Sub have failed to complete the closing by the date required under the merger agreement as a result of a breach by the lenders of their obligations to make available to Alpha and Mountain Merger Sub the full amount of the financing commitment for the merger.

For a full description of financing relating to the merger, see “The Merger — Financing Relating to the Merger,” beginning on page 129.

Alpha’s Reasons for the Merger (beginning on page 84)

In evaluating the merger, the Alpha board of directors consulted with Alpha’s management, as well as Alpha’s legal and financial advisors and, in reaching its decision to approve the merger agreement and the transactions contemplated thereby and to recommend that Alpha stockholders approve the amendment to the certificate of incorporation and the issuance of shares of Alpha common stock pursuant to the merger agreement, reviewed a significant amount of information and considered a number of factors, including those listed in “The Merger — Alpha’s Reasons for the Merger and Recommendation of Alpha’s Board of Directors” beginning on page 84.

Massey’s Reasons for the Merger (beginning on page 87)

In the course of reaching its decision to approve the merger and related transactions and to recommend that Massey stockholders adopt the merger agreement, the Massey board of directors consulted with members of

Massey’s management, a committee of the board of directors of Massey tasked with evaluating strategic alternatives and Massey’s legal and financial advisors, reviewed a significant amount of information and considered a number of factors, including those listed in “The Merger — Massey’s Reasons for the Merger and Recommendation of Massey’s Board of Directors” beginning on page 87.

Recommendations of the Boards of Directors to Alpha’s Stockholders and Massey’s Stockholders (beginning on page 84 for Alpha’s Stockholders and page 87 for Massey’s Stockholders)

Alpha Stockholders. The Alpha board of directors has approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and has determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Alpha and its stockholders. In order to consummate the merger, Alpha stockholders must approve the amendment to the Alpha certificate of incorporation to increase the number of shares of authorized Alpha common stock and approve the issuance of shares of Alpha common stock to the stockholders of Massey pursuant to the merger agreement.

The Alpha board of directors has resolved to recommend that Alpha stockholders vote FOR the amendment to the Alpha certificate of incorporation and FOR the issuance of shares of Alpha common stock pursuant to the merger agreement.

Massey Stockholders. The Massey board of directors has approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and has determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Massey and its stockholders. The Massey board of directors has resolved to recommend that Massey stockholders vote FOR the adoption of the merger agreement.

Opinions of Financial Advisors (beginning on page 92 for Alpha’s financial advisor and on page 101 for Massey’s financial advisor)

Opinion of Alpha’s Financial Advisor. In connection with the merger, the Alpha board of directors considered the opinion of Alpha’s financial advisor, Morgan Stanley & Co. Incorporated, which we refer to as Morgan Stanley, which opinion was rendered orally on January 28, 2011, and subsequently confirmed in writing, to the effect that, as of such date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in the opinion, the merger consideration to be paid by Alpha pursuant to the merger agreement was fair from a financial point of view to Alpha. The full text of Morgan Stanley’s written opinion, which is attached to this joint proxy statement/prospectus as Annex C, sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken. Morgan Stanley’s opinion was provided to Alpha’s board of directors in connection with its evaluation of the fairness of the merger consideration from a financial point of view to Alpha. It does not address any other aspect of the merger and does not constitute a recommendation to any stockholder of Alpha or stockholder of Massey as to how such stockholder should vote or act on any matters relating to the proposed merger.

Opinion of Massey’s Financial Advisor. In connection with the merger, Massey’s financial advisor, Perella Weinberg Partners LP, which we refer to as Perella Weinberg, delivered its opinion to the board of directors of Massey that, as of January 28, 2011, and based upon and subject to the various assumptions, qualifications and limitations set forth in its opinion, the per-share merger consideration, consisting of $10.00 in cash, without interest, and 1.025 fully paid and nonassessable shares of Alpha common stock to be received by the holders of shares of Massey common stock, other than holders of certain excluded shares, was fair, from a financial point of view, to the holders entitled to receive such merger consideration.

The full text of Perella Weinberg’s written opinion, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached to this joint

proxy statement/prospectus as Annex D. You should read the opinion carefully and in its entirety. Perella Weinberg’s opinion was provided to the board of directors of Massey in connection with their evaluation of the consideration provided for in the merger. Perella Weinberg’s opinion did not address any other aspects or implications of the merger or the underlying business decision of Massey to effect the merger or the relative merits of the merger as compared with any other strategic alternative which may be available to Massey. Perella Weinberg’s opinion is not intended to be and does not constitute a recommendation to any holder of shares of Massey common stock as to how such holder should vote or otherwise act on any matters with respect to the proposed merger.

Effect of the Merger on Massey’s Long-Term Incentive Compensation Awards (beginning on page 141)

Stock Options. At the effective time of the merger, Massey stock options granted on or prior to January 27, 2011 and outstanding immediately prior to the effective time of the merger will vest and become exercisable. Such vested Massey stock options, along with Massey stock options granted after January 27, 2011 and outstanding immediately prior to the effective time of the merger, whether or not vested, will be assumed by Alpha and converted into stock options to purchase shares of Alpha common stock on the same terms and conditions as are applicable to the stock options to purchase shares of Massey common stock, except that the number of shares of Alpha common stock subject to such converted stock options and the exercise price per share of such converted stock options will be adjusted based on the average prices per share of Massey common stock and Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger.

Restricted Stock. At the effective time of the merger, restricted shares of Massey common stock granted on or prior to January 27, 2011 and outstanding immediately prior to the effective time of the merger will vest and be converted into the right to receive the merger consideration. Each award of restricted shares of Massey common stock granted after January 27, 2011 and outstanding immediately prior to the effective time of the merger, whether or not vested, will be assumed by Alpha and converted into an award in respect of Alpha common stock having the same terms and conditions as were applicable immediately prior to the effective time of the merger, except that the number of shares of Alpha common stock underlying such converted restricted stock award (rounded up to the nearest whole share) will be adjusted based on the average prices per share of Massey common stock and Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger.

Restricted Stock Units. At the effective time of the merger, Massey restricted stock unit awards not subject to performance-based vesting granted on or prior to January 27, 2011 and outstanding immediately prior to the effective time of the merger will be cancelled, and the holder will have the right to receive a cash payment based on the merger consideration, the average price per share of Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger and the number of shares of Massey common stock subject to the Massey restricted stock unit award immediately prior to the effective time of the merger. Massey restricted stock unit awards subject to performance-based vesting that were granted on or prior to January 27, 2011 and outstanding immediately prior to the effective time of the merger will be cancelled, and the holder will have the right to receive a cash payment based on the merger consideration, the average price per share of Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger and the number of shares of Massey common stock subject to the Massey restricted stock unit award immediately prior to the effective time of the merger (assuming vesting at the effective time based on the attainment of target performance levels).

At the effective time, Massey restricted stock unit awards granted after January 27, 2011 and outstanding immediately prior to the effective time of the merger, whether or not vested and whether or not subject to performance-based vesting, will be assumed by Alpha and automatically converted into a restricted stock unit award in respect of Alpha common stock on the same terms and conditions as were applicable immediately prior to the effective time of the merger, except that the number of shares of Alpha common stock underlying each

such converted restricted stock unit award (rounded up to the nearest whole share) will be adjusted based on the average prices per share of Massey common stock and Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger and, to the extent applicable, the performance goals for the converted awards may be adjusted by Alpha, in good faith, as necessary and appropriate to reflect the effects of the merger.

Director Fee Units. At the effective time of the merger, Massey director fee units (which are attributable to the deferral of directors’ fees and cash dividends paid on such deferrals) granted on or prior to January 27, 2011 and outstanding immediately prior to the effective time of the merger will be canceled, and the holder will have the right to receive a cash payment based on the merger consideration, the average price per share of Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger and the number of shares of Massey common stock subject to the Massey director fee unit immediately prior to the effective time of the merger. If the Massey director fee unit is not otherwise payable to the director at the effective time, the value of the merger consideration will be credited with earnings under the Massey Deferred Directors’ Fees Program until paid pursuant to that program. Massey director fee units granted after January 27, 2011 and outstanding immediately prior to the effective time of the merger will be assumed by Alpha and automatically converted into awards in respect of Alpha common stock on the same terms and conditions as were applicable immediately prior to the effective time of the merger, except that the number of whole shares of Alpha common stock underlying each such converted director fee unit (rounded up to the nearest whole share) will be adjusted based on the average prices per share of Massey common stock and Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger.

Cash Incentive Awards. At the effective time of the merger, cash incentive awards (which are not denominated in or valued by reference to Massey common stock) granted prior to January 27, 2011 and with respect to which the applicable performance period is incomplete as of immediately prior to the effective time of the merger will be assumed by Alpha on the same terms and conditions as were applicable immediately prior to the effective time of the merger, except that the performance goals applicable to such cash incentive awards will be deemed to have been attained, as of the effective time of the merger, at maximum performance levels. Cash incentive awards (which are not denominated in or valued by reference to Massey common stock) granted on or after January 27, 2011 and with respect to which the applicable performance period is incomplete as of immediately prior to the effective time of the merger will be assumed by Alpha on the same terms and conditions as were applicable immediately prior to the effective time of the merger, except that the performance goals applicable to such cash incentive awards may be adjusted by Alpha, in good faith, as necessary and appropriate to reflect the effects of the merger, and the attainment of such performance goals will be based on actual performance throughout the performance period. All service based vesting requirements underlying cash incentive awards will remain in effect.

For a full description of the treatment of Massey’s long-term incentive compensation awards, see “The Merger Agreement — Effect of the Merger on Massey’s Long-Term Incentive Compensation Awards” beginning on page 141.

Record Date; Outstanding Shares; Shares Entitled to Vote; Vote Required (page 54 for Alpha and page 60 for Massey)

Alpha Stockholders. The record date for the special meeting of Alpha stockholders is April 27, 2011. This means that you must be a stockholder of record of Alpha common stock at the close of business on April 27, 2011, in order to vote at the Alpha special meeting. You are entitled to one vote for each share of Alpha common stock you own. At the close of business on April 27, 2011, there were 120,867,566 shares of Alpha common stock (excluding 3,992,696 shares of treasury stock) outstanding and entitled to vote at the Alpha special meeting. The approval of the amendment to the Alpha certificate of incorporation requires the affirmative vote of

a majority of the outstanding shares of Alpha common stock entitled to vote. The approval of the issuance of shares of Alpha common stock pursuant to the merger agreement requires the affirmative vote of a majority of shares present in person or represented by proxy at the Alpha special meeting and entitled to vote, assuming a quorum is present. The adjournment of the Alpha special meeting, if necessary or appropriate, including to permit further solicitation of proxies if there are not sufficient votes at the time of the Alpha special meeting to approve the proposal to amend the certificate of incorporation and/or the proposal to approve the issuance of shares of Alpha common stock pursuant to the merger agreement requires the affirmative vote of a majority of the shares of Alpha common stock present in person or represented by proxy at the Alpha special meeting and entitled to vote, regardless of whether a quorum is present. Please note that pursuant to section 2.09 of Alpha’s bylaws, the chairman is authorized to adjourn the Alpha special meeting if less than a quorum is present.

Massey Stockholders. The record date for the special meeting of Massey stockholders is April 27, 2011. This means that you must be a stockholder of record of Massey common stock at the close of business on April 27, 2011, in order to vote at the Massey special meeting. You are entitled to one vote for each share of Massey common stock you own. At the close business on April 27, 2011, there were 103,101,921 shares of Massey common stock (excluding 861,439 shares of treasury stock) outstanding and entitled to vote at the Massey special meeting. The adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Massey common stock entitled to vote. The adjournment of the Massey special meeting, if necessary or appropriate, including to permit further solicitation of proxies if there are not sufficient votes at the time of the Massey special meeting to approve the proposal to adopt the merger agreement requires the affirmative vote of a majority of the shares of Massey common stock present in person or represented by proxy at the Massey special meeting and entitled to vote, regardless of whether a quorum is present. Please note that pursuant to section 2.04(c) of Massey’s bylaws, the chairman is authorized to adjourn the Massey special meeting.

Stock Ownership and Voting by Alpha’s and Massey’s Directors and Executive Officers (page 56 for Alpha and beginning on page 61 for Massey)

Alpha. At the close of business on April 27, 2011, the record date for the Alpha special meeting, Alpha’s directors and executive officers had the right to vote approximately 882,199 shares of the then-outstanding Alpha common stock at the Alpha special meeting, collectively representing approximately 0.7% of Alpha common stock outstanding and entitled to vote at the Alpha special meeting.

Massey. At the close of business on April 27, 2011, the record date for the Massey special meeting, Massey’s directors and executive officers had the right to vote approximately 569,969 shares of the then-outstanding Massey common stock at the Massey special meeting, collectively representing approximately 0.6% of Massey common stock outstanding and entitled to vote at the Massey special meeting. In addition, a subsidiary of Alpha owns 1,000 shares of common stock of Massey and Michael Quillen, chairman of the board of directors of Alpha, owns 200 shares of common stock of Massey, collectively representing less than one one-hundredth of one percent of Massey common stock outstanding and entitled to vote at the Massey special meeting.

Interests of Alpha Directors and Executive Officers in the Merger (on page 115)

Some of Alpha’s executive officers and members of its board of directors, in their capacities as such, may have financial interests in the merger that may be different from, or in addition to, their interests as stockholders and the interests of stockholders of Alpha generally.

Michael Quillen, chairman of the board of directors of Alpha, owns 200 shares of common stock of Massey. Mr. Quillen acquired the 200 Massey shares in connection with the November 2000 reverse spin-off of Massey from the Fluor Corporation. At the Alpha board meeting held on January 28, 2011, where the Alpha board, among other actions, approved and declared advisable the merger agreement, the Alpha board confirmed that Mr. Quillen need not recuse himself from the vote on the merger with Massey.

The members of Alpha’s board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that Alpha stockholders vote for the proposals to amend the certificate of incorporation and issue shares of Alpha common stock pursuant to the merger agreement.

Interests of Massey Directors and Executive Officers in the Merger (beginning on page 115)

Massey’s executive officers and members of its board of directors, in their capacities as such, have financial interests in the merger that may be different from, or in addition to, their interests as stockholders and the interests of stockholders of Massey generally. The members of Massey’s board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the Massey stockholders that the merger agreement be adopted.

Michael Snelling, Massey’s vice president of surface operations, owns 1,000 shares of Alpha common stock. Mr. Snelling acquired the 1,000 Alpha shares on June 9, 2008. Steve Sears, Massey’s vice president of sales, owns 2,000 shares of Alpha common stock. Mr. Sears acquired the 2,000 Alpha shares on October 12, 2008. Mark Clemens, Massey’s senior vice president of group operations, owns 1,000 shares of Alpha common stock. Mr. Clemens acquired the 1,000 Alpha shares on May 18, 2010. Mr. Snelling, Mr. Sears and Mr. Clemens were each unaware of any discussions regarding a possible business combination between Alpha and Massey at the time they purchased their shares of Alpha common stock.

Massey is obligated under existing employment and change in control severance agreements with the executive officers of Massey, which will be assumed by Alpha, to make cash severance payments and provide other benefits (in addition to the payments that would otherwise be received by the executive officers in respect of outstanding long-term incentive compensation awards) ranging from $248,521 to $8,232,536 (plus $302.20 per month in retiree medical benefits) in the event that, during the two years following the completion of the merger, these executive officers experience a termination of employment by Alpha or Massey without “cause” or by the executive officer on account of a “constructive termination associated with a change in control.” The foregoing amounts are based on certain assumptions described under “The Merger — Interests of Massey’s Directors and Executive Officers in the Merger” beginning on page 115.

In addition, benefits provided to executive officers under Massey’s supplemental pension plan will become vested in the event that, during the two years following the completion of the merger, these executive officers experience a termination of employment by Alpha or Massey without “cause,” and some of these executive officers will be entitled to enhanced benefits under the supplemental pension plan on account of any such termination or a termination by the executive officer on account of a “constructive termination associated with a change in control.” Under the terms of Massey’s deferred compensation plan, the account balances of executive officers will be distributed on or about January 31 of the year following the year of an executive officer’s termination of employment for any reason within two years following a change in control (subject to a six month delay in payment for certain specified employees under applicable tax laws).

Additionally, as detailed above under “Effect of the Merger on Massey’s Long-Term Incentive Compensation Awards,” stock options, restricted stock, restricted stock units and other performance-based awards granted on or prior to January 27, 2011 and held by each director and executive officer of Massey will automatically vest upon completion of the merger. Certain performance targets will be deemed satisfied at target and maximum levels under outstanding performance awards granted on or prior to January 27, 2011 and held by Massey’s executive officers.

In connection with Massey’s review of its strategic alternatives, Massey’s board of directors formed a strategic alternatives review committee to consider and assess Massey’s strategic alternatives, including the proposed merger. The non-employee members of the strategic alternatives review committee were compensated $2,000 per meeting that they attended.

Although there are no current arrangements obligating any of Massey’s directors or executive officers to continue to serve as executive officers or directors of the surviving company upon completion of the merger, Alpha expects to enter into a consulting agreement with Mr. Phillips after the effective time of the merger, and is currently engaging in discussions with certain other Massey executive officers regarding opportunities to serve as employees of the surviving company or one of its subsidiaries, on an at-will basis, upon completion of the merger.

Under the merger agreement, Alpha has agreed to leave in place and not to modify those provisions granting rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger and related rights to the advancement of expenses in favor of any current or former director, officer, employee or agent of Massey contained in the organizational documents of Massey and its subsidiaries and certain related indemnification agreements.

In addition, Alpha has agreed to indemnify and hold harmless, for six years following the consummation of the merger, each current or former director or officer of Massey or any of its subsidiaries, to the fullest extent Massey would have been permitted to do so by law prior to the merger, from any losses, claims, damages, liabilities, costs, expenses, judgments, fines and amounts paid in settlement of or in connection with any threatened or actual claim, action, suit, proceeding or investigation arising out of, or pertaining to such person’s service as a director or officer.

Alpha has also agreed to cause the surviving corporation to obtain a prepaid six-year tail policy to the current directors’ and officers’ liability insurance policies on terms no less favorable than those provided by Massey’s existing insurance coverage, provided that Alpha is not required to pay an aggregate premium in excess of 200% of the current annual premium paid by Massey.

Current and former Massey directors and officers are defendants in the pending derivative actions brought by the derivative plaintiffs. In accordance with the advice of Cravath, Massey’s outside legal counsel, the Massey board of directors assumed that the derivative claims would survive the closing of the merger, although the plaintiffs in the pending cases would lose their standing to bring those claims and might have to make a demand on Alpha to pursue the claims. However, if the derivative claims are not pursued following the closing of the merger, the Massey directors and officers that are defendants in the pending derivative actions would have an interest in the merger in addition to those set forth above. Since the Massey board of directors assumed that the derivative claims would survive the merger, the Massey board of directors did not consider this potential interest in evaluating and negotiating the merger agreement and the merger, and in recommending to the Massey stockholders that the merger agreement be adopted.

Listing of Alpha Common Stock and Delisting of Massey Common Stock (page 131)

It is a condition to the merger that the shares of common stock to be issued by Alpha pursuant to the merger agreement be authorized for listing on the NYSE subject to official notice of issuance. The shares of common stock to be issued by Alpha pursuant to the merger agreement will trade under the symbol “ANR” and will be fully fungible with the Alpha common stock currently trading under that symbol.

Shares of Massey common stock are currently traded on the NYSE under the symbol “MEE.” If the merger is completed, Massey common stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act, and Massey will no longer file periodic reports with the SEC.

Rights of Appraisal for Massey Stockholders (beginning on page 131)

Under Section 262 of the DGCL, holders of Massey common stock may have the right to obtain an appraisal of the value of their shares of Massey common stock in connection with the merger. To perfect appraisal rights, a

Massey stockholder must not vote for the adoption of the merger agreement and must strictly comply with all of the procedures required under Delaware law, including submitting a written demand for appraisal to Massey prior to the special meeting. Failure to strictly comply with Section 262 of the DGCL by a Massey stockholder may result in termination or waiver of that stockholder’s appraisal rights. Because of the complexity of Delaware law relating to appraisal rights, if any Massey stockholder is considering exercising his, her or its appraisal rights, Alpha and Massey encourage such Massey stockholder to seek the advice of his, her or its own legal counsel. A summary of the requirements under Delaware law to exercise appraisal rights is included in this joint proxy statement/prospectus under the heading “The Massey Special Meeting—How to Vote” and the text of Section 262 of the DGCL as in effect with respect to this transaction is included as Annex E to this joint proxy statement/prospectus. See “The Merger—Rights of Appraisal for Massey Stockholders” beginning on page 131.

Conditions to Completion of the Merger (beginning on page 155)

The obligations of each of Alpha and Massey to complete the merger are subject to the satisfaction or waiver on or prior to the closing date of the merger of the following conditions:

The obligation of Alpha to effect the merger is further subject to satisfaction or waiver by Alpha of the following conditions:

The obligation of Massey to effect the merger is further subject to satisfaction or waiver by Massey of the following conditions:

Alpha and/or Massey may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the merger, to the extent permitted by applicable laws. Alpha’s or Massey’s board of directors, as the case may be, will evaluate the materiality of any such waiver and its effect on Massey and/or Alpha stockholders in light of the facts and circumstances at the time to determine whether amendment of this joint proxy statement/prospectus and resolicitation of proxies is required or warranted. In some instances, if Alpha’s or Massey’s board of directors, as the case may be, determines that such a waiver or its effect on Massey and/or Alpha stockholders is not sufficiently material to warrant resolicitation of stockholders, Alpha or Massey, as the case may be, has the discretion to complete the merger without seeking further stockholder approval. However, the waiver of any one or a combination of conditions or the effect of any such waiver on Massey and/or Alpha stockholders may be deemed by the Alpha or Massey board of directors to be sufficiently material to require or warrant supplemental disclosure to stockholders. Any determination as to resoliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by the board of directors of Alpha and/or Massey at the time of such waiver based on the facts and circumstances as they exist at such time.

Regulatory Approvals Required for the Merger (page 124)

The completion of the merger is subject to compliance with the HSR Act. The notifications required under the HSR Act were filed on March 2, 2011. The 30-day waiting period required under the HSR Act expired at 11:59 p.m., EDT, on April 1, 2011.

The completion of the merger is also subject to compliance with applicable foreign antitrust laws. Notifications were required under the antitrust laws of Germany and Turkey. Clearance was obtained in Germany on March 9, 2011 and in Turkey on March  10, 2011.

Termination of the Merger Agreement (beginning on page 158)

At any time before the effective time of the merger, whether or not the Alpha stockholders have approved the amendment to the Alpha certificate of incorporation increasing the number of authorized shares of Alpha common stock and the issuance of shares of Alpha common stock pursuant to the merger agreement and the Massey stockholders have adopted the merger agreement, the merger agreement may be terminated:

Termination Fees (beginning on page 160)

A termination fee would be payable by Massey in the following circumstances:

A termination fee would be payable by Alpha and Mountain Merger Sub, jointly and severally, in the following circumstances:

In general, each of Alpha and Massey will bear its own expenses in connection with the merger agreement and the related transactions.

Litigation Related to the Merger (beginning on page 125)

Since the merger was announced by Alpha and Massey on January 29, 2011, Massey, the members of Massey’s board of directors, whom we refer to in this joint proxy statement/prospectus as the Individual Defendants, Alpha and Mountain Merger Sub, Inc., which we collectively refer to in this joint proxy statement/prospectus as the Alpha Parties, have been named as defendants in lawsuits brought by and on behalf of Massey stockholders challenging the proposed transaction. These lawsuits seek, among other things, to enjoin the consummation of the merger. The Alpha Parties believe that the claims asserted against them in these lawsuits are without merit and plan to vigorously defend against them. Massey and the Individual Defendants also believe that the claims asserted against them in these lawsuits are without merit and plan to vigorously defend against them.

Material United States Federal Income Tax Consequences (beginning on page 135)

The obligations of Massey and Alpha to consummate the merger are conditioned on the receipt of opinions of their respective tax counsel, Cravath, Swaine & Moore LLP (as to Massey) and Cleary Gottlieb Steen & Hamilton LLP (as to Alpha), each dated as of the date this proxy statement/prospectus is filed with the SEC and as of the closing date of the merger, to the effect that the merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the merger qualifies as a reorganization, the U.S. federal income tax consequences to Massey stockholders generally will be as follows: Massey stockholders will recognize gain only to the extent of the cash consideration that they receive, and will not recognize any loss. Any gain realized with respect to cash received in lieu of fractional shares of Alpha common stock, however, will be fully taxable.

The opinions regarding the merger will not address any state, local or foreign tax consequences of the merger. The opinions will be based on certain assumptions and representations as to factual matters from Alpha and Massey, as well as certain covenants and undertakings by Alpha and Massey. If any of the assumptions, representations, covenants or undertakings were incorrect, incomplete, inaccurate, or were violated in any material respect, the validity of the conclusions reached by counsel in their opinions would be jeopardized and the tax consequences of the merger could differ from those described in this joint proxy statement/prospectus. Neither Alpha nor Massey is currently aware of any facts or circumstances that would cause the assumptions, representations, covenants or undertakings to be incorrect, incomplete, inaccurate or violated in any material respect.

An opinion of counsel represents counsel’s best legal judgment but is not binding on the Internal Revenue Service, or the IRS, or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge.

Tax matters are complicated, and the tax consequences of the merger to each Massey stockholder will depend on each stockholder’s circumstances. Massey stockholders are urged to read carefully the discussion in the section titled “Material United States Federal Income Tax Consequences” beginning on page 135 and to consult their own tax advisors for a full understanding of the tax consequences of their participation in the merger.

Accounting Treatment (page 134)

The merger will be accounted for as a business combination using the “acquisition” method of accounting with Alpha as the accounting acquiror. Alpha and Massey expect that, upon completion of the merger, former Massey stockholders will receive approximately 46% of the outstanding common stock of Alpha in respect of their Massey shares and Alpha stockholders will hold approximately 54% of the outstanding common stock of Alpha.

Risk Factors (beginning on page 41)

In deciding how to vote your Alpha or Massey shares, you should read carefully this entire joint proxy statement/prospectus, including the documents incorporated by reference herein and the Annexes hereto, and especially consider the factors discussed in the section titled “Risk Factors” beginning on page 41.

Comparison of Rights of Stockholders (beginning on page 166)

As a result of the merger, the holders of Massey common stock will become holders of Alpha common stock and their rights will be governed by the DGCL and by Alpha’s certificate of incorporation and bylaws. Following the merger, Massey stockholders may have different rights as stockholders of Alpha than they had as stockholders of Massey. For a summary of the material differences between the rights of Alpha stockholders and Massey stockholders, see “Comparison of Rights of Stockholders” beginning on page 166.

FINANCIAL SUMMARY

Alpha Market Price Data and Dividends

Alpha common stock is traded on the NYSE under the symbol “ANR.” The following table shows the high and low sales prices during the period indicated for Alpha common stock on the NYSE. For current price information, you are urged to consult publicly available sources.

The closing sales prices of Alpha common stock on the NYSE on January 28, 2011, and April 27, 2011, were $57.88 and $55.96, respectively. January 28, 2011 was the last full trading day prior to the public announcement of the merger. April 27, 2011 was the last practicable full trading day prior to the filing of this joint proxy statement/prospectus with the SEC.

The Alpha board of directors has the power to determine the amount and frequency of the payment of dividends. Decisions regarding whether to pay dividends and the amount of any dividends are based on compliance with the DGCL, compliance with agreements governing Alpha’s indebtedness, earnings, cash requirements, results of operations, cash flows and financial condition and other factors that the board of directors considers important. Alpha does not currently pay dividends. While Alpha anticipates that if the merger were not consummated it would continue not to pay dividends, it cannot assure that will be the case. Under the merger agreement, until the effective time of the merger, Alpha is not permitted to declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock.

Massey Market Price Data and Dividends

Massey common stock is traded on the NYSE under the symbol “MEE.” The following table shows the high and low sales prices during the period indicated for Massey common stock on the NYSE. For current price information, you are urged to consult publicly available sources.

The closing sales prices of Massey common stock on the NYSE on January 28, 2011, and April 27, 2011, were $57.23 and $65.88, respectively. January 28, 2011 was the last full trading day prior to the public announcement of the merger. April 27, 2011 was the last practicable full trading day prior to the filing of this joint proxy statement/prospectus with the SEC.

The Massey board of directors has the power to determine the amount and frequency of the payment of dividends. Decisions regarding whether to pay dividends and the amount of any dividends are based on compliance with the DGCL, compliance with agreements governing Massey’s indebtedness, earnings, cash requirements, results of operations, cash flows and financial condition and other factors that the board of directors considers important. While Massey anticipates that if the merger were not consummated it would maintain dividends at the current level for the foreseeable future, it cannot assure that it will continue to pay dividends at this level, or at all. Under the merger agreement, until the effective time of the merger, Massey is not permitted to declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than quarterly cash dividends with respect to Massey common stock not in excess of $0.06 per share per quarter.

Selected Historical Consolidated Financial Data of Alpha

The following table presents selected historical financial and other data for Alpha. The selected financial data as of December 31, 2010, 2009, 2008, 2007 and 2006, and for the years then ended have been derived from the audited consolidated financial statements and related notes thereto of Alpha and its subsidiaries.

Detailed historical financial information included in the audited consolidated balance sheets as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows for each of the years in the three year period ended December 31, 2010, are included in Alpha’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated by reference in this joint proxy statement/prospectus. You should read the following selected financial data together with Alpha’s historical consolidated financial statements, including the related notes, and the other information contained or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 190.

On July 31, 2009, Alpha Natural Resources, Inc. and Foundation Coal Holdings, Inc., which we refer to as Foundation, merged, and Foundation continued as the surviving legal corporation of the merger and was renamed Alpha Natural Resources, Inc. We refer to Alpha Natural Resources, Inc. before the merger with Foundation as Old Alpha and we refer to Alpha Natural Resources, Inc. after the merger with Foundation as Alpha. For financial accounting purposes, the merger of Old Alpha and Foundation was treated as a “reverse acquisition,” and Old Alpha was treated as the accounting acquiror. Accordingly, Old Alpha’s financial statements became the financial statements of Alpha, and Alpha’s periodic filings subsequent to the merger reflect Old Alpha’s historical financial condition and results of operations shown for comparative purposes. Old Alpha’s financial position as of December 31, 2008, 2007 and 2006 and its results of operations for the years ended December 31, 2008, 2007 and 2006 do not include financial results for Foundation. For the year ended December 31, 2009, Foundation’s financial results are included for the five month period from August 1, 2009 through December 31, 2009.

The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods.