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):
October 1, 1996
WESTMORELAND COAL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-752 23-1128670
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or Number Identification
organization) No.)
2 North Cascade Avenue, 14th Floor, Colorado Springs, Colorado
80903
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number,
including area code: 719-442-2600
Item 5. Other Events
The Company announced that it had completed a non-cash
transaction for the transfer of ownership of several of its
Virginia Division operations which were idled July 31, 1995 to
Intrepid Coal Corporation.
The Company announced that it had increased its
ownership in Westmoreland Resources, Inc. from 60% to 80% through
the completion of separate transactions with Morrison Knudsen and
Penn Virginia Corporation.
Item 7. Financial Statements and Exhibits
(c)
No. Description
99.4 Press release dated September 25, 1996
99.5 Press release dated September 30, 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: October 1, 1996
By: Robert J. Jaeger
Senior Vice President-Finance
Treasurer and Controller
Exhibit 99.4
Westmoreland Sells Additional
Virginia Division Assets
Colorado Springs, CO -- September 25, 1996 -- Westmoreland Coal
Company (NYSE:WCX) today announced that it has completed a non-
cash transaction for the transfer of ownership of several of its
Virginia Division operations which were idled July 31, 1995 to
Intrepid Coal Corporation. Intrepid is owned by David Maynard,
who operates coal operations in the northern West Virginia area.
Included in the transfer are the Holton Loadout, Crest Tipple,
Pierrepont coal handling facilities and mineral rights in the
Holton and Pierrepont Mines. In exchange for these operations,
Intrepid assumes responsibility for certain reclamation and
environmental liabilities and post-retirement medical benefit
obligations for any former Westmoreland employees whom Intrepid
may subsequently employ. Westmoreland retains ownership of the
complete longwall system and the coal produced as the longwall is
recovered from the Pierrepont Mine. Westmoreland anticipates
selling the longwall once it is recovered. The mine will operate
as a union mine.
Westmoreland continues to explore the disposition or reclamation
of its remaining assets and operations at the Virginia Division.
These include the idled Bullitt Mine, Bullitt Preparation
Plant/Transloader, the Inman and Stone Mountain Reserves, surface
equipment, two on-going contract mining operations in addition to
the longwall system at Pierrepont.
Christopher K. Seglem, Westmoreland's Chairman, President and
Chief Executive Officer said, "We are very pleased to complete
this transaction with Intrepid. It represents a further step in
our effort to divest underperforming assets in Virginia, and
along with the Penn Virginia transaction and the sale of the
Wentz Complex and Pine Branch Mine in May, reflects successful
recovery of value from these assets, transfer of reclamation
obligations, and potential reduction of our future postretirement
medical obligations. This complements our business plan, which
includes reinvestment through the acquisition of profitable
businesses and, with the additional benefit of our NOLs, will
generate future cash flows for the Company."
#
For further information contact Diane Jones (719) 448-5814.
Exhibit 99.5
Westmoreland Increases Ownership Of
Westmoreland Resources, Inc. To 80%
Colorado Springs, CO -- September 30, 1996 -- Westmoreland Coal
Company (NYSE:WCX) announced today that it has increased its
ownership in Westmoreland Resources, Inc. ("WRI") from 60% to 80%
through the completion of separate transactions with Morrison
Knudsen ("MK") and Penn Virginia Corporation. The Company had
targeted 80% ownership to allow consolidation for income tax
purposes, and application of its tax basis net loss carryforwards
(NOLs) which will generate additional cash flow to the owners.
As a result of these transactions, MK will now be a 20% owner and
will continue as the contract operator for WRI.
Westmoreland purchased a 4% share of WRI from MK for $1.2
million. The parties also agreed to certain control related
changes to the articles of incorporation and stockholders'
agreement of the profitable Powder River Basin surface coal
mining operation.
Westmoreland also exercised a previously negotiated option with
Penn Virginia Corporation for the purchase of Penn Virginia's 16%
share of WRI for $3.0 million, bringing Westmoreland's ownership
to 80%.
At least 45% of the money for these purchases is expected to be
reimbursed from cash escrowed under Westmoreland's agreement with
the United Mine Workers of America ("UMWA") Combined Benefit
Fund.
WRI and its Sarpy Creek Mine are located near Hardin, Montana in
the Northern Powder River Basin. It had annual production of
over 4.4 million tons of coal in 1995 and enjoys a high quality,
long-term reserve base leased from the Crow Indian Tribe. All
coal produced is currently sold under long term sales agreements.
Christopher K. Seglem, Chairman, President and Chief Executive
Officer of Westmoreland said, "The acquisition of the additional
interests in WRI is a significant step towards implementation of
our business plan and its accompanying acquisition strategy which
was initiated earlier this year. Westmoreland is seeking to
reinvest in historically profitable businesses which provide
attractive future returns and allow the Company's NOLs to be
utilized. WRI fully meets our criteria. It has an excellent
long term reserve base, solid markets, and low cost structure
under the management of our co-owner and mining contractor
Morrison Knudsen. We are looking for additional acquisitions
which meet our criteria. Our strategy includes consideration of
businesses which may be outside of our historical coal and energy
core business areas."
#
For further information contact Diane Jones (719) 448-5814.
