Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 19, 1996
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WESTMORELAND COAL COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 0-752 23-1128670
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number Identification No.)
2 North Cascade Avenue, 14th Floor Colorado Springs, Colorado 80903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 719-442-2600
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Item 5. Other Events
The Company announced that it did not anticipate reaching
a long term settlement with the UMWA Combined Benefit Fund, the
1992 UMWA Benefit Plan, and the 1974 Pension Plan (collectively,
the "Funds") to resolve certain obligations to those entities,
before expiration of interim agreements which had been entered into
to support negotiations through November 29, 1996. The Company
also announced that the Combined Benefit Fund's refusal to release
$2.7 million the Company had agreed to escrow as a condition for
discussions now prevented the Company from having adequate working
capital to continue paying the medical expenses of retirees under
the 1992 Plan. Healthsource Provident, the Company's independent
claims administrator, has suspended those payments pending full
reimbursement of $1.8 million in arrears.
The Company announced that at an emergency hearing held
Friday, November 29, 1996, a Federal District Court in Abingdon,
Virginia denied the 1992 UMWA Benefit Plan's request for a
temporary restraining order requiring the Company to immediately
recommence paying 1992 Benefit Plan beneficiary expenses. The
court will hold an evidentiary hearing on Wednesday, December 4, 1996
for the purpose of considering the Fund's request for a
preliminary injuction. The Court also ordered the Principles to
enter into good faith settlement negotiations in advance of the
hearing and to report jointly to a magistrate on the status of such
discussions on Tuesday afternoon, December 3.
The Company announced that a Federal District Court in
Abingdon, Virginia denied the 1992 UMWA Benefit Plan's request for
a preliminary injunction to cause the Company to recommence paying
1992 Benefit Plan beneficiary expenses. While the Court has not
issued its order, the Company believes it will include a directive
to pay $200,000 a week as security for ongoing 1992 UMWA Benefit
Plan expenses until the matter is resolved. The Court permitted
the Company to continue to utilize its cash for expenses incurred
in the ordinary course of its business. The Company will further
evaluate the Court's order when it is received.
The Company announced that Sheffield, Olson & McQueen, Inc.
("SOMI") has been retained to replace Healthsource-Provident
("HSP") as the third party administrator to process claims on
behalf of certain of its retirees, active employees and dependents.
These beneficiaries include active United Mine Workers of America
("UMWA") and salaried employees, laid-off UMWA employees, and UMWA
employees who have retired since October, 1994. SOMI's services
will not cover 1992 UMWA Benefit Plan beneficiaries whose benefits
have now been assumed by the 1992 Plan. SOMI is a licensed third
party administrator in the State of Minnesota whose current
administration services cover over 75,000 employees located
throughout the United States.
The Company announced that company-initiated discussions with
United Mine Workers of America (UMWA) Pension and Benefit Funds
aimed at a structured settlement of over $160 million in retiree
benefit obligations remain unsuccessful and that in light of
continuing demands and litigation by the Funds to force
Westmoreland to make payments beyond its financial capacity, the
Company was examining alternatives, including court protection
under Chapter 11 of the U.S. Bankruptcy Code.
Item 7. Financial Statements and Exhibits
(c)
No. Description
99.6 Press release dated November 27, 1996
99.7 Press release dated December 2, 1996
99.8 Press release dated December 5, 1996
99.9 Press release dated December 17, 1996
99.10 Press release dated December 19, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WESTMORELAND COAL COMPANY
Date: December 19, 1996 By:_____________________________
Robert J. Jaeger
Senior Vice President-Finance
Treasurer and Controller
Exhibit 99.6
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Lack of Funds' Action
Triggers Union Benefits Suspension
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Colorado Springs, CO -- November 27, 1996 -- Westmoreland Coal
Company (NYSE:WCX) today announced that it did not anticipate
reaching a long term settlement with the UMWA Combined Benefit Fund
(the "CBF"), the 1992 UMWA Benefit Plan (the "1992 Plan") and the
1974 Pension Plan (the "74 Plan") (collectively, the "Funds") to
resolve certain obligations to those entities, before expiration of
interim agreements which had been entered into to support
negotiations through November 29, 1996. Westmoreland also
announced that the CBF's refusal to release $2.7 million the
Company had agreed to escrow as a condition for discussions now
prevented the Company from having adequate working capital to
continue paying the medical expenses of retirees under the 1992
Plan. Healthsource Provident, Westmoreland's independent claims
administrator, has suspended those payments pending full
reimbursement of $1.8 million in arrears.
As reported earlier, the Company has submitted several proposals to
the Benefit Funds over the past thirteen months. The Funds have
neither accepted those proposals nor offered any counterproposals.
In view of the imminent suspension of medical benefits and the
accompanying hardships for 1992 Plan beneficiaries, the Company
submitted a further settlement proposal to the Benefit Funds on
November 18, and reviewed it with them in Washington, D.C. on
November 21. This proposal was also not accepted by the Benefit
Funds whose representatives added they could not make a
counterproposal but would offer comments and analysis on any
additional proposals. The Company submitted yet another settlement
proposal today. While the Combined Fund has refused to release
Westmoreland's $2.7 million, they have not directly expressed their
intentions with respect to an extension of the interim agreements
under the current circumstances.
The 1992 Plan was designed by Congress to provide benefits for
those UMWA retirees who retired prior to October 1, 1994 and whose
Companies' were no longer able to do so. This group represents
about 1200 of Westmoreland's retirees and along with their
dependents comprises approximately 60% of the Company's current
medical expenses. The Company expects to continue payment of
claims for beneficiaries of the other health plans it administers
and is in discussions with Healthsource Provident to that end. The
attached letter is only being sent to all 1992 Plan beneficiaries.
Christopher K. Seglem, Westmoreland's Chairman, President and CEO
said, "We regret that the Funds have refused to release our $2.7
million from escrow as that release would allow us to remain
current with our medical claims while seeking a final settlement
with the Benefit Funds. Unfortunately, it is the beneficiaries of
the 1992 Plan who will suffer from this disregard of their needs.
We continue to hope that the Funds will work with us to achieve a
mutually satisfactory settlement of our obligations, and that is
why we developed another settlement proposal and submitted it to
the Funds for their consideration. The failure of the Benefit
Funds to accept or make a counterproposal to any of the proposals
we have offered over the past year is particularly frustrating when
peoples' health needs are at issue and where, at the insistence of
the Funds, the Company has used the proceeds of asset sales to pay
benefits while settlement discussions were supposed to take place.
This money could have been used for the development of new sources
of income which could better support post retirement benefits and,
ultimately, value for shareholders. Any settlement we reach must
provide for the stabilization and ongoing viability of the Company.
This is the only course that can maximize the value of our assets
for any constituency - retiree, employee, or shareholder."
##
For information contact Diane Jones (719) 448-5814.
Exhibit 99.7
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Court Denies TRO Request
and Orders Settlement Negotiations between
Westmoreland and UMWA Benefit Fund
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Colorado Springs, CO -- December 2, 1996 -- Westmoreland Coal
Company (NYSE:WCX) today reported that at an emergency hearing held
Friday, November 29, 1996, a Federal District Court in Abingdon,
Virginia denied the 1992 UMWA Benefit Plan's request for a
temporary restraining order ("TRO") requiring Westmoreland Coal
Company to immediately recommence paying 1992 Benefit Plan
beneficiary expenses. The court will hold an evidentiary hearing
on Wednesday, December 4, 1996 for the purpose of considering the
Fund's request for a preliminary injunction. The Court also
ordered the Principles to enter into good faith settlement
negotiations in advance of the hearing and to report jointly to a
magistrate on the status of such discussions on Tuesday afternoon,
December 3.
Christopher K. Seglem, Chairman, President and CEO stated, "We are
grateful for the Court's directive and are prepared to meet with
the Funds. We are hopeful they will now enter into substantive
discussions with us concerning a fair and final settlement which
contributes to the ongoing provision of benefits for our retirees
and satisfies Westmoreland's obligations."
##
For information contact Diane Jones (719) 448-5814.
Exhibit 99.8
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Court Denies Preliminary Injunction
Request for Westmoreland to Pay
1992 UMWA Plan Benefit Expenses
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Colorado Springs, CO -- December 5, 1996 -- Westmoreland Coal
Company (NYSE:WCX) announced today that a Federal District Court in
Abingdon, Virginia denied the 1992 UMWA Benefit Plan's request for
a preliminary injunction to cause the Company to recommence paying
1992 Benefit Plan beneficiary expenses. While the Court has not
issued its order, the Company believes it will include a directive
to pay $200,000 a week as security for ongoing 1992 UMWA Benefit
Plan expenses until the matter is resolved. The Court permitted
the Company to continue to utilize its cash for expenses incurred
in the ordinary course of its business. The Company will further
evaluate the Court's order when it is received.
As reported earlier, the Company has been in discussions with both
the 1992 UMWA Benefit Plan and the UMWA Combined Benefit Fund over
the past 13 months. The Company has submitted numerous proposals
to the Funds regarding its obligations, yet no counter proposal was
ever received from the Funds. As ordered by the Federal District
Court last Friday, Westmoreland appeared before the magistrate on
Tuesday to report on settlement discussions with the 1992 Benefit
Plan Trustees, and the hearing for the preliminary injunction
commenced on Wednesday when those discussions failed to produce an
agreement.
#
For further information contact Diane Jones (719) 448-5814.
Exhibit 99.9
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Westmoreland Announces New
Health Benefits Administrator
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Colorado Springs, CO -- December 17, 1996 -- Westmoreland Coal
Company (NYSE:WCX) announced today that Sheffield, Olson & McQueen,
Inc. ("SOMI") has been retained to replace Healthsource-Provident
("HSP") as the third party administrator to process claims on
behalf of certain of its retirees, active employees and dependents.
These beneficiaries include active United Mine Workers of America
("UMWA") and salaried employees, laid-off UMWA employees, and UMWA
employees who have retired since October, 1994. SOMI's services
will not cover 1992 UMWA Benefit Plan beneficiaries whose benefits
have now been assumed by the 1992 Plan. SOMI is a licensed third
party administrator in the State of Minnesota whose current
administration services cover over 75,000 employees located
throughout the United States.
Contrary to reports by the UMWA last week, these benefits were
never canceled by Westmoreland. As the Company advised the UMWA
and the Benefits Funds in writing on November 27th, the alternative
arrangements for processing claims announced today were
necessitated by the fact that HSP suspended administration of all
Westmoreland's plans under its care when it suspended
administration of the 1992 UMWA Benefit Plan. HSP halted its
claims processing because Westmoreland is $1.8 million in arrears
on reimbursements to HSP for medical services already delivered
largely under the 1992 Plan, and Westmoreland and the Benefit Plans
have failed to reach settlement on that liability.
Westmoreland spokesperson Diane Jones commented, "Westmoreland is
pleased that it has been able to quickly bring such an outstanding
benefits administrator on board to assure the continued delivery of
benefits to those other than 1992 Plan beneficiaries covered by its
individual employer plans. We had hoped for, and tried to make
similar arrangements with HSP itself, but we understand its
decision not to do so in light of the large sum of money already
owed them. Thus, the change in administrator represents the
alternative arrangements we advised might be necessary."
"As for the UMWA Combined Fund, 1992 UMWA Benefit and 1974 UMWA
Pension Plans, Westmoreland will continue to seek a resolution
which assures that retirees receive their lifetime benefits and
maximizes the value of the Company to beneficiaries, as well as all
other creditors and stakeholders, by preserving it as an ongoing
entity. This is the most intelligent and responsible course and it
is Westmoreland's duty to follow it."
The UMWA Combined Fund and 1992 UMWA Benefit Plan medical expenses
which Westmoreland is unable to meet fully on an ongoing basis
amount to approximately $14 million per year. The balance of
benefit expenses which are now being administered by SOMI cost
Westmoreland approximately $1.8 million per year.
New medical benefit cards are being mailed this week and recipients
will be reimbursed for eligible medical expenses incurred and not
already reimbursed during the administrative suspension by
Healthsource-Provident. Westmoreland had transferred $10,000 to
cover, in the interim, certain medical expenses of UMWA retirees
last week after several retirees and the UMWA filed legal action in
West Virginia.
#
For further information contact Diane Jones (719) 448-5814.
Exhibit 99.10
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WESTMORELAND COAL COMPANY
WEIGHING ALTERNATIVES
TO UMWA FUNDS DEMANDS
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Colorado Springs, CO -- December 19, 1996 -- Westmoreland Coal
Company (NYSE:WCX) announced today that company-initiated
discussions with United Mine Workers of America (UMWA) Pension and
Benefit Funds aimed at a structured settlement of over $160 million
in retiree benefit obligations remain unsuccessful and that in
light of continuing demands and litigation by the Funds to force
Westmoreland to make payments beyond its financial capacity, the
Company was examining alternatives, including court protection
under Chapter 11 of the U.S. Bankruptcy Code.
Christopher K. Seglem, Chairman, President and CEO stated,
"Westmoreland is trying to serve obligations, not escape them. We
do not dispute our obligation to provide 100%, lifetime health
benefits to UMWA retirees under the Federal Coal Act passed in
1992. We do, however, challenge an interpretation and the
administration of that Act which would result in the forced
liquidation of our 142-year old Company. Liquidation would
destroy millions of dollars in value, eliminate jobs, and leave
unfunded as much as $200 million in remaining liabilities,
including some related to the very beneficiaries sought to be
protected by this legislation. That is an irresponsible and
needless course of action by the UMWA Funds."
"Westmoreland's approach is to maximize the Company's value by
preserving it as an ongoing entity. This approach assures the
greatest possible contribution to Benefit Fund retirees, and also
protects other stakeholders, including unrelated retirees, other
coal producers, workers compensation recipients, customers,
employees, shareholders, and the public, which may eventually be
called upon to shoulder the cost of these benefits if the industry
and its successor businesses cannot. Westmoreland will not
voluntarily allow liquidation of the Company only to partially fund
certain UMWA benefits under these circumstances. Our duty is to
resist that and to do the right thing for these retirees and other
stakeholders."
ADDITIONAL BACKGROUND INFORMATION ATTACHED
#
For further information contact Diane Jones (719) 448-5814
or Wendy Petty at the Jefferson Group (303) 837-1110 ext. 239
WESTMORELAND OVERVIEW
Company. Westmoreland Coal Company, which relocated to Colorado
Springs from Philadelphia, Pennsylvania in 1995, is the oldest
independent coal producer in the United States. It is now a
significant independent power producer as well. By the late 1980's
Westmoreland was experiencing significant periodic financial losses
caused by the high cost of operating its unionized Eastern
properties and declining coal prices. Beginning in 1992, the
Company initiated a turnaround effort which included
discontinuation of unprofitable operations, the sale of non-core
assets, and elimination of its bank debt. That effort is virtually
complete today, and the Company's current coal and energy
operations are solid and cash producing. Westmoreland's value is
greatest as a unified ongoing enterprise, partly because of nearly
$175 million worth of off balance sheet tax assets (net operating
loss carryforwards), the value of which would be lost if the
Company liquidated or sold off its major income producing business
units, Westmoreland Resources, Inc. (coal) or Westmoreland Energy,
Inc. (independent power). As a public company (NYSE: WCX),
Westmoreland's efforts and financial status are well documented.
1992 Coal Act. However, this 142-year old Company carries the
burden of substantial "heritage costs," including lifetime, 100%
medical benefits for union retirees and their dependents as
guaranteed by the Coal Industry Retiree Health Benefits Act of 1992
("Coal Act"). Under the direction of various UMWA Benefit Funds,
the Coal Act requires coal companies who signed any National
Bituminous Coal Wage Agreement since 1950, related parties and
successors, to provide lifetime medical benefits to United Mine
Workers of America (UMWA) employees who retired before October of
1994 and their dependents. These obligations are joint and
several, creating a "last man's club" among coal producers and
their successors. Westmoreland's cash payments to the Funds exceed
$14 million per year and include support of beneficiaries who never
worked for Westmoreland or any of its affiliates, but whose
employers have already gone out of business. Westmoreland faces
additional cash liabilities under the Coal Act of approximately $4
million in "catch up" costs for newly assigned additional
beneficiaries and $21 million to secure future health benefit
obligations, as well as another $14 million for UMWA Pension Plan
withdrawal because of the Company's imminent termination of union
operations in Appalachia. These liabilities total over $200
million on a present value basis, and over $700 million on a pay-as-
you-go cash basis. The Company's other benefit costs include
workers compensation expenses of over $5 million per year.
Problem. Although Westmoreland is trying to support the provision
of benefits to Funds' retirees, it is unable to cover fully their
enormous annual cash costs along with its other obligations. Even
though Westmoreland has sold assets to generate positive cash flow
up until now, such sales cannot continue indefinitely and do not
produce enough cash to enable the Company to meet its continued
obligations to the Funds for the long term. Continued asset sales
now, combined with a failure of the Funds to reach a timely long-
term agreement, would result in the eventual total liquidation of
the Company at less than its full value as an ongoing business.
Liquidation of the Company would leave hundreds of millions of
dollars of liabilities to be funded by someone else. It is
inevitable, therefore, that some portion of the cost of benefits
currently borne by Westmoreland will be transferred to the Funds
and in turn, at least for now, to the other coal producers who,
like Westmoreland, are jointly and severally liable and by law must
contribute to them.
Over One Year of Unfruitful Discussions with the Benefit Funds.
Recognizing it would not be able to fund the benefit costs and in
pursuit of a fair and realistic approach to advantage all
concerned, Westmoreland initiated discussions with the UMWA Benefit
Funds in November 1995. The Funds demanded that Westmoreland
continue paying benefits "as the price of admission" for
discussions so, the Company was forced to continue selling assets
in order to pay benefits during this period. Westmoreland offered
several proposals which would provide for contributions in excess
of what the Funds would receive in a liquidation. These proposals
included provisions for ongoing contributions. The Funds failed to
accept any of Westmoreland's proposals and offered no counter
proposals. With Westmoreland behind in payments, and with the
Company facing ongoing liquidity constraints imposed by continued
payment of benefits, its healthcare administrator suspended
administration of benefits on November 27, 1996. Coal Act
beneficiaries were then transferred to the Funds where comparable
benefits are provided. The rest of the Company's employees and
retirees continue to receive their benefits from the Company. The
Funds' response was to sue Westmoreland to force continued payment.
On December 13, 1996, saying "it is immaterial to the (Benefit
Funds) Trustees whether Westmoreland obtains the necessary funds
through liquidation or otherwise," the Funds proposed a lump sum
payment by Westmoreland of $110 million, their first and only offer
after 14 months of discussions. Westmoreland could not pay anything
close to this amount, even if it did liquidate.
Westmoreland's Position and Commitment. Westmoreland can't pay the
full cost of these benefits, but the Company wants to contribute
and help assure the beneficiaries are secure now and in the future.
Westmoreland's approach maximizes the Company's value, thereby
producing the greatest possible contribution to Benefit Funds
retirees, and protects other stakeholders, including unrelated
retirees, coal producers, workers compensation recipients,
customers, employees, shareholders and the public. Unless a
structured settlement with the Funds can be achieved, much value
will be lost. Assets will be sold at "going out of business"
prices. Jobs will be destroyed, retirees will be hurt, and other
obligations will be unfulfilled. Benefit costs of other coal
producers will be needlessly increased. The public may eventually
have to bear costs the industry cannot. All this may be minimized,
if not avoided, by Westmoreland's approach which emphasizes the
preservation and creation of value through continued operation
rather than its destruction through liquidation.
Westmoreland will not voluntarily allow liquidation of the Company,
especially at a great loss of value, only to partially fund certain
UMWA retiree obligations and at the expense of its other statutory
obligations and its responsibility to beneficiaries, employees,
customers, suppliers, partners, shareholders, its industry, and the
public. Accordingly, the Company may seek court protection if the
Funds persist on their present course and ignore a reasonable,
structured settlement.
