SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 7, 2005
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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 Rule 13d-1(e), 13d-1(f) or 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 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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* 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).
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
5,002,800 (see Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 5,002,800 (see Item 5)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,002,800 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% (see Item 5)
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 3 OF 10 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares ("Shares") of common
stock, $0.625 par value, of Massey Energy Company (the "Issuer"). The principal
executive office of the Issuer is located at 4 North 4th Street, Richmond,
Virginia 23219.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by JANA Partners LLC, a Delaware limited
liability company (the "Reporting Person"). The Reporting Person is a private
money management firm which holds the Shares of the Issuer in various accounts
under its management and control. The principals of the Reporting Person are
Barry Rosenstein and Gary Claar (the "Principals").
(b) The principal business address of the Reporting Person and the
Principals is 201 Post Street, Suite 1000, San Francisco, California 94108.
(c) The principal business of the Reporting Person and the Principals is
investing for accounts under their management.
(d) Neither the Reporting Person nor the Principals has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principals has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 4 OF 10 PAGES
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(f) The Reporting Person is a limited liability company organized in
Delaware. The Principals are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date of this filing, the Reporting Person may be deemed the
beneficial owner of (i) 4,832,800 Shares outright and (ii) 170,000 Shares
issuable upon the exercise of call options (the "Options") with an exercise
price of $55.00 per Share. The aggregate purchase price of the 4,832,800 Shares
owned beneficially by the Reporting Person is $225,932,054. The exercise price
of the Options is $55.00. Such Shares were acquired with investment funds in
accounts under management.
ITEM 4. PURPOSE OF TRANSACTION.
On September 7, 2005, the Reporting Person's beneficial ownership first
exceeded 5% of the Issuer's outstanding Shares.
The Reporting Person acquired the Shares for investment in the ordinary
course of business. The Reporting Person believes that the Shares at current
market prices are undervalued and represent an attractive investment
opportunity. In certain instances representatives of the Reporting Person will
engage in discussions with the management of companies in which it has invested
concerning the business and operations of the company and/or approaches to
maximizing shareholder value. On September 14, 2005, the Reporting Person
discussed with representatives of the Issuer, including Donald Blankenship, the
Chairman, President and CEO of the Issuer, the Reporting Person's belief that
the Issuer could unlock significant value for shareholders through a prompt
repurchase of its common stock. Such representatives of the Company stated that
they would consider taking such action. Therefore, following this discussion,
the Reporting Person sent a letter to Mr. Blankenship outlining the benefits of
a prompt share repurchase and stating its belief that the Issuer should
undertake such action. A copy of the letter is attached hereto as Exhibit A.
Neither the Reporting Person nor the Principals has any present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein.
The Reporting Person intends to review its investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation,
the Issuer's financial position and strategic direction, price levels of the
Shares, conditions in the securities market and general economic and industry
conditions, the Reporting Person may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, purchasing additional Shares or selling some or all of its
Shares, pursuing alone or with others further discussions with the Issuer,
other stockholders and third parties, seeking Board representation and/or
otherwise changing its intention with respect to any and all matters referred
to in Item 4.
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 5 OF 10 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The aggregate percentage of Shares reported to be beneficially owned by
the Reporting Person is based upon 76,864,617 Shares outstanding, which is the
total number of Shares outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2005.
As of the close of business on September 15, 2005, the Reporting Person may
be deemed to beneficially own 5,002,800 Shares, as described in section (b)
below, constituting approximately 6.5% of the Shares outstanding.
(b) As of the date of this filing, the Reporting Person may be deemed
the beneficial owner of (i) 4,832,800 Shares outright and (ii) 170,000 Shares
issuable upon the exercise of the Options. The aggregate purchase price of the
4,832,800 Shares owned beneficially by the Reporting Person is $225,932,054. The
exercise price of the Options is $55.00. The Reporting Person has sole voting
and dispositive powers over the 5,002,800 Shares reported herein (assuming
exercise of the Options), which powers are exercised by the Principals.
(c) Information concerning transactions in the Shares effected by the
Reporting Persons during the past sixty days is set forth in Schedule A hereto
and is incorporated herein by reference. All of the transactions in Shares
listed on Schedule A hereto were effected in open market purchases on the NYSE
through various brokerage entities. The Options were also purchased on the
open market.
(d) No person (other than the Reporting 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 6 OF 10 PAGES
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Except as otherwise set forth herein, the Reporting Person does not have
any contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Letter to Donald Blankenship, Chairman and CEO of the Issuer, dated
September 15, 2005 from the Reporting Person.
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 7 OF 10 PAGES
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 15, 2005
JANA PARTNERS LLC
By: /s/ Barry Rosenstein
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Name: Barry Rosenstein
Title: Managing Partner
By: /s/ Gary Claar
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Name: Gary Claar
Title: Managing Director
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 8 OF 10 PAGES
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SCHEDULE A
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS
Date of Transaction Shares Purchased (Sold) Price per Share ($)
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7/27/2005 (25,389) (43.9234)
7/27/2005 (2,511) (43.9234)
7/28/2005 (111,111) (44.2758)
7/28/2005 (68,250) (44.2758)
7/28/2005 (10,989) (44.2758)
7/28/2005 (6,750) (44.2758)
8/1/2005 341,250 44.6725
8/1/2005 182 44.6250
8/1/2005 22,750 43.9028
8/1/2005 2,250 43.9028
8/1/2005 33,750 44.6725
8/1/2005 18 44.6250
8/2/2005 45,500 45.1000
8/2/2005 455,000 45.4989
8/2/2005 4,500 45.1000
8/2/2005 45,000 45.4989
8/3/2005 250,250 45.8373
8/3/2005 98,189 45.8800
8/3/2005 334,971 45.8471
8/3/2005 24,750 45.8373
8/3/2005 9,711 45.8800
8/3/2005 33,129 45.8471
8/4/2005 182,000 45.0945
8/4/2005 159,250 45.1357
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 9 OF 10 PAGES
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8/4/2005 34,580 45.0943
8/4/2005 18,000 45.0945
8/4/2005 15,750 45.1357
8/4/2005 3,420 45.0943
8/5/2005 77,350 44.8180
8/5/2005 91 44.5375
8/5/2005 7,650 44.8180
8/5/2005 9 44.5378
8/8/2005 637 46.1800
8/8/2005 63 46.1800
8/9/2005 39,494 46.0333
8/9/2005 210,847 46.1326
8/9/2005 182,000 46.2163
8/9/2005 22,750 46.1206
8/9/2005 3,906 46.0333
8/9/2005 20,853 46.1326
8/9/2005 18,000 46.2163
8/9/2005 2,250 46.1206
8/11/2005 91,000 47.9367
8/11/2005 9,000 47.9367
8/15/2005 91,000 48.4032
8/15/2005 9,000 48.4032
8/16/2005 273,000 47.5424
8/16/2005 22,750 47.6550
8/16/2005 27,000 47.5424
8/16/2005 2,250 47.6550
8/17/2005 330,239 47.1016
8/17/2005 193,011 47.8650
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CUSIP NO. 576206106 SCHEDULE 13D PAGE 10 OF 10 PAGES
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8/17/2005 32,661 47.1016
8/17/2005 19,089 47.8650
8/24/2005 19,000 47.7000
8/24/2005 (9,000) (47.6780)
8/24/2005 (9,000) (47.6780)
8/24/2005 (1,000) (47.6780)
9/7/2005 275,400 48.9336
9/7/2005 82,712 48.9630
9/7/2005 22,950 48.9350
9/7/2005 91,800 48.8850
9/7/2005 211,140 48.9593
9/7/2005 24,600 48.9336
9/7/2005 7,388 48.9630
9/7/2005 2,050 48.9350
9/7/2005 8,200 48.8850
9/7/2005 18,860 48.9593
9/8/2005 183,600 49.7127
9/8/2005 91,800 49.6125
9/8/2005 16,400 49.7127
9/8/2005 8,200 49.6125
9/12/2005 (12,400) (50.2770)
9/14/2005 Options to purchase 55.0000 (exercise
170,000 Shares price of options)