-----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, Tym2uArNEbQjwnsmYs1zN1n2Tl9ckGRWLN26CTHoUTN02hmQCZagLrGRalsMRgpo 6uaNfCgO9v95QSsI5ijXOw== 0000899140-07-000434.txt : 20070221 0000899140-07-000434.hdr.sgml : 20070221 20070221161258 ACCESSION NUMBER: 0000899140-07-000434 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070219 FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 ISSUER: 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: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loeb Daniel S CENTRAL INDEX KEY: 0001300345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07775 FILM NUMBER: 07639025 BUSINESS ADDRESS: BUSINESS PHONE: (212) 224-7400 MAIL ADDRESS: STREET 1: THIRD POINT MANAGEMENT COMPANY L.L.C. STREET 2: 360 MADISON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 loeb_massey4-022107ex.xml X0202 4 2007-02-19 0 0000037748 MASSEY ENERGY CO MEE 0001300345 Loeb Daniel S 390 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock, par value $0.625 per share 2007-02-19 4 A 0 4000 0 A 4816168 I See footnote See Exhibit 99.1. List of Exhibits Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Power of Attorney DANIEL S. LOEB, by /s/ Justin Nadler, Attorney-in-Fact 2007-02-21 EX-99 2 m3616503a.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses: (1) Pursuant to an agreement made and entered into as of June 28, 2006, Third Point LLC ("Third Point") has the irrevocable right, for the benefit of certain funds to which Third Point acts as investment manager or adviser (the "Funds), to receive any and all compensation, including cash and securities, otherwise payable to Daniel S. Loeb ("Mr. Loeb") and Todd Q. Swanson in their capacities as directors of Massey Energy Company. In accordance with this agreement, Third Point received on behalf of the Funds the shares of common stock reported in this Form 4. Mr. Loeb is the Managing Member of Third Point, and by reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Loeb and Third Point may be deemed to be the beneficial owner of the securities beneficially owned by the Funds. Mr. Loeb and Third Point each disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. EX-99 3 m3616503b.txt EXHIBIT 99.2 POWER OF ATTORNEY Exhibit 99.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint JAMES KELLY, JUSTIN NADLER, ZACHARY SNOW and KEITH WALLER and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of each of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned (whether such filing includes one or more or all of the undersigned) under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, including any forms or statements required to be submitted in connection with any electronic filing, or any statement or report, including any amendment to any statement or report, required to be filed with respect to any of the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of December 1, 2006. /s/ Daniel S. Loeb ------------------------------------------- Daniel S. Loeb THIRD POINT LLC By: /s/ Daniel S. Loeb --------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb --------------------------------------- Name: Daniel S. Loeb Title: Director [Additional signatures on following page] THIRD POINT PARTNERS LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb --------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT PARTNERS QUALIFIED LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb --------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT ULTRA LTD. By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb --------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer LYXOR/THIRD POINT FUND LIMITED By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb --------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer [Signatures to Power of Attorney] -----END PRIVACY-ENHANCED MESSAGE-----