-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JVbwonArHBCRKu5R21681CV9LSl4vXxLfcfgrQvDi7E04TdoNmmFxsn8XbeAUqdL NTwUFhxLf8vezPkxtxVVhg== 0000899140-10-000010.txt : 20100112 0000899140-10-000010.hdr.sgml : 20100112 20100112141505 ACCESSION NUMBER: 0000899140-10-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100112 DATE AS OF CHANGE: 20100112 GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MASSEY ENERGY CO CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-30745 FILM NUMBER: 10522381 BUSINESS ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 9493492000 MAIL ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUQUESNE CAPITAL MANAGEMENT L L C CENTRAL INDEX KEY: 0001008925 IRS NUMBER: 251772402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2579 WASHINGTON ROAD STREET 2: SUITE 322 CITY: PITTSBURGH STATE: PA ZIP: 15241 BUSINESS PHONE: 4128543112 MAIL ADDRESS: STREET 1: 2579 WASHINGTON ROAD STREET 2: SUITE 322 CITY: PITTSBURGH STATE: PA ZIP: 15241 SC 13G 1 d5367959b.htm INITIAL FILING

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. __ )

 

Massey Energy Company

(Name of Issuer)

Common Stock, par value $0.625 per share

(Title of Class of Securities)

576206106

(CUSIP Number)

January 5, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

x Rule 13d-1(c)

[ ] Rule 13d-1(d)

*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 the 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).

 


 

CUSIP No.576206106

13G

Page 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Duquesne Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        [    ]

(b)       [ X ]

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Pennsylvania

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

5,331,900

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

5,331,900

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,331,900

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

12

TYPE OF REPORTING PERSON*

 

OO

2

 


 

CUSIP No.576206106

13G

Page 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Stanley F. Druckenmiller

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)         [    ]

(b)        [ X ]

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

5,331,900

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

5,331,900

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,331,900

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

12

TYPE OF REPORTING PERSON*

 

IN

 

 

3

 

 

 


 This statement on Schedule 13G is filed with respect to the Common Stock (as defined in Item 2(d) below) of Massey Energy Company, a corporation organized under the laws of the State of Delaware.

 

Item 1(a):

Name of Issuer:

The name of the issuer is Massey Energy Company (the “Company”).

Item 1(b):

Address of Issuer's Principal Executive Offices:

The Company’s principal executive offices are located at 4 North 4th Street, Richmond, Virginia 23219.

Item 2(a):

Name of Person Filing:

This statement on Schedule 13G (this “Schedule 13G”) with respect to the Common Stock of the Company is filed by:

 

1.

Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company (“Duquesne Capital”), which serves as the investment manager to several investment funds (the “Funds”), with respect to shares of Common Stock directly beneficially owned by the Funds (collectively, the “Shares”); and

 

2.

Mr. Stanley F. Druckenmiller (“Mr. Druckenmiller”), who serves as the managing member of Duquesne Capital, with respect to the Shares. Mr. Druckenmiller also serves as the managing member of Duquesne Holdings, LLC, a limited liability company organized under the laws of Anguilla, British West Indies (“Duquesne Holdings”), which acts as general partner to certain of the Funds, and which has the power to replace Duquesne Capital as investment manager of those Funds within 60 days or less.

Duquesne Capital may be deemed to beneficially own the Shares by virtue of its position as investment manager of the Funds. Mr. Druckenmiller may be deemed to beneficially own the Shares by virtue of his position as managing member of Duquesne Capital and as managing member of Duquesne Holdings. Duquesne Capital and Mr. Druckenmiller are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein by each Reporting Person with respect to other persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b):

Address of Principal Business Office or, if None, Residence:

The address of the principal business offices of Duquesne Capital and Mr. Druckenmiller is 40 West 57th Street, 25th Floor, New York, New York 10019.

Item 2(c):

Citizenship:

Duquesne Capital is organized under the laws of the Commonwealth of Pennsylvania. Mr. Druckenmiller is a citizen of the United States of America.

Item 2(d):

Title of Class of Securities:

Common Stock, par value $0.625 per share (“Common Stock”).

 

 

- 4 -

 


Item 2(e):

CUSIP Number:

576206106

Item 3:

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o Broker or dealer registered under Section 15 of the Act,

 

(b)

o Bank as defined in Section 3(a)(6) of the Act,

 

(c)

o Insurance Company as defined in Section 3(a)(19) of the Act,

 

(d)

o Investment Company registered under Section 8 of the Investment Company Act of 1940,

 

(e)

o Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

 

(f)

o Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

 

(g)

o Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

 

(h)

o Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

 

(i)

o Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

 

(j)

o Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),

 

(k)

o Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4:

Ownership:

 

A.

Duquesne Capital  

 

(a) Amount beneficially owned: 5,331,900.

(b) Percent of class: 6.2%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 85,545,018 shares of Common Stock issued and outstanding as of October 20, 2009, as represented in the Company’s report on Form 10-Q for the quarterly period ended September 30, 2009, filed with the Securities and Exchange Commission on October 28, 2009.

(c) Number of shares as to which such person has:

 

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 5,331,900

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,331,900

 

B.

Mr. Druckenmiller

 

(a) Amount beneficially owned: 5,331,900

(b) Percent of class: 6.2%.

(c) Number of shares as to which such person has:

 

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 5,331,900

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,331,900

 

- 5-

 


 

Item 5:

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Item 6:

Ownership of More than Five Percent on Behalf of Another Person:

Other than as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported in this Schedule 13G.

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8:

Identification and Classification of Members of the Group:

Not applicable.

Item 9:

Notice of Dissolution of Group:

Not applicable.

Item 10:

Certification:

Each Reporting Person hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Remainder of page intentionally left blank]

 

 

- 6 -

 


SIGNATURE

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: January 12, 2010

 

DUQUESNE CAPITAL MANAGEMENT, L.L.C.

 

 

By:

/s/ Gerald Kerner              

 

Name:

Gerald Kerner

 

Title:

Managing Director

STANLEY F. DRUCKENMILLER

 

 

By:

/s/ Gerald Kerner              

 

Name:

Gerald Kerner

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

[SIGNATURE PAGE TO SCHEDULE 13G

WITH RESPECT TO

MASSEY ENERGY COMPANY]


EXHIBIT INDEX

Exhibit 99.1:

Joint Filing Agreement, by and between Duquesne Capital Management, L.L.C. and Stanley F. Druckenmiller, dated January 12, 2010.

Exhibit 99.2:

Power of Attorney granted by Mr. Stanley F. Druckenmiller in favor of Gerald Kerner and Joseph W. Haleski, dated April 24, 2002.

 

 

EX-99.1 3 d5367959c.htm JOINT FILING AGREEMENT

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Massey Energy Company is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: January 12, 2010

 

DUQUESNE CAPITAL MANAGEMENT, L.L.C.

 

 

By:

/s/ Gerald Kerner  

 

Name: Gerald Kerner

 

Title: Managing Director

STANLEY F. DRUCKENMILLER

 

 

By:

/s/ Gerald Kerner

 

Name: Gerald Kerner

 

Title: Attorney-in-Fact

 

 

 

EX-99.2 4 d5367959d.htm POA

Exhibit 99.2

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of Gerald Kerner and Joseph W. Haleski acting individually and with full power of substitution, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity, (b) in my capacity as managing member or in other capacities with Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company (“Duquesne Capital”) or (c) in my capacity as managing member or in other capacities of Duquesne Holdings, LLC, a limited liability company organized under the laws of Anguilla, British West Indies (“Duquesne Holdings”), and each of their affiliates or entities advised or controlled by me, Duquesne Capital or Duquesne Holdings, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the Commission pursuant to Section 13(d) or Section 16(a) of the Exchange Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the Commission pursuant to Section 13(f) of the Exchange Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 24th day of April, 2002.

/s/ Stanley F. Druckenmiller

Stanley F. Druckenmiller

 

 

-----END PRIVACY-ENHANCED MESSAGE-----