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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Westmoreland Coal Company
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(Name of Issuer)
Common Stock, $2.50 par value
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(Title of Class of Securities)
960878106
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(CUSIP Number)
Martin Todtman, Esq.
Todtman, Young, Nachamie, Hendler & Spizz, P.C.
425 Park Avenue
New York, New York 10022
(212) 754-9400
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 11, 1997
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
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SCHEDULE 13D
CUSIP No. 960878106
- ------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Wynnefield Partners Small Cap Value, L.P. - 13-3688497
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
See Item 5 (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
531,700 See Item 5
---------------------------------------------------
NUMBER 8) SHARED VOTING POWER
OF None.
SHARES ---------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY 531,700 See Item 5
EACH ---------------------------------------------------
REPORTING 10) SHARED DISPOSITIVE POWER
PERSON None.
WITH
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,700 See Item 5
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.63% See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 960878106
- ------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Wynnefield Partners Small Cap Value Offshore Fund, Ltd.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
See Item 5 (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7) SOLE VOTING POWER
160,000 See Item 5
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NUMBER 8) SHARED VOTING POWER
OF None.
SHARES ---------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY 160,000 See Item 5
EACH ---------------------------------------------------
REPORTING 10) SHARED DISPOSITIVE POWER
PERSON None.
WITH
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000 See Item 5
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.30% See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 960878106
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Channel Partnership II, L.P. - 22-3215653
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
See Item 5 (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
-0- See Item 5
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NUMBER 8) SHARED VOTING POWER
OF None.
SHARES ---------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY -0- See Item 5
EACH ---------------------------------------------------
REPORTING 10) SHARED DISPOSITIVE POWER
PERSON None.
WITH
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- See Item 5
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0- See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
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This statement amends and supplements the information provided in the
Schedule 13D, dated January 9, 1997 (the "Schedule 13D"), filed by Wynnefield
Partners Small Cap Value, L.P. and Channel Partnership II, L.P. with respect to
the Common Stock, par value $2.50 (the "Common Stock"), of Westmoreland Coal
Company, a Delaware corporation (the "Company"). Notwithstanding this Amendment
No. 1, the Schedule 13D speaks as of its date. Capitalized terms used without
definition have the meanings ascribed to them in the Schedule 13D.
I. Item 2 of the Schedule 13D "Identity and Background" is amended and
restated in its entirety as follows:
"This statement is being filed by Wynnefield Partners Small Cap Value,
L.P., a limited partnership formed under the laws of the State of Delaware (the
"Partnership"), on behalf of the Partnership, Wynnefield Small Cap Value
Offshore Fund, Ltd. ("Offshore Fund"), an exempted company formed under the laws
of the Cayman Islands whose investment manager is Wynnefield Capital, Inc., a
Delaware corporation, whose sole stockholders are Nelson Obus and Joshua Landes
("Wynnefield Capital"), and Channel Partnership II, L.P., a partnership formed
under the laws of the State of New York ("Channel") ("Offshore Fund," "Channel"
and "Partnership" are collectively referred to as the "Reporting Person"). The
principal business of the Reporting Person is investments and the address of its
principal offices is One Penn Plaza, Suite 4720, New York, New York 10119.
Nelson Obus and Joshua Landes are the general partners of the Partnership
and directors of the Offshore Fund and their principal business address is the
same as the Partnership's. The principal occupations of Messrs. Obus and Landes
are acting as the general partners and managing investments of the Partnership.
Mr. Obus is also the general partner of Channel.
During the past five years, neither the Partnership, Offshore Fund,
Channel, Mr. Obus nor Mr. Landes (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it or he 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.
Messrs. Obus and Landes are citizens of the United States."
II. Item 3 of the Schedule 13D "Source and Amount of Funds or Other
Consideration" is amended by the addition of the following:
"50,000 Shares of the Issuer were purchased by the Partnership for cash
aggregating $27,000 including commissions. The cash was provided from the
working capital of the Partnership. 160,000 Shares of the Issuer were purchased
by the Offshore Fund for cash aggregating $86,825.00, including commissions,
which was provided from its working capital."
III. Item 4 of the Schedule 13D "Purpose of the Transaction" is amended in its
entirety and restated as follows:
"All Shares of the Issuer acquired by the Reporting Person were purchased
for investment purposes."
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IV. Items 5(a) and 5(b) of the Schedule 13D "Interest of the Transaction" are
amended in their entirety and restated as follows:
"(a) The Partnership owns 531,700 Shares of the Issuer and Offshore Fund
owns 160,000 Shares of the Issuer (together, the "Securities"). The Securities
represent approximately 9.93% of the Common Stock of the Issuer outstanding as
of February 26, 1997, based on the Issuer's Form 10-K for the fiscal year ended
December 31, 1996.
(b) Messrs. Obus and Landes, the general partners of the Partnership, have
the sole power to vote, or to direct the vote, or to direct the sale of, the
Securities held by the Partnership. Messrs. Obus and Landes, as the general
partners of the Partnership, have the sole power to receive or to direct the
receipt of the proceeds from the sale of the Securities or any dividends paid
with respect to the Securities held by the Partnership. Mr. Obus had the same
such powers with respect to the Securities previously owned by Channel
and Wynnefield Capital has the same such powers with respect to the Securities
owned by the Offshore Fund."
Item 5(c) of the Schedule 13D "Interest of the Transaction" is amended by
the addition of the following:
"(c) On April 11, 1997, the Partnership purchased 50,000 Shares of the
Issuer for a price of $0.54 per Share. On April 8, 1997, the Offshore Fund
purchased 10,000 Shares of the Issuer from Channel for $0.5825 per Share. On
April 11, 1997, the Offshore Fund purchased 150,000 Shares of the Issuer for
$0.54 per Share.
Channel has not purchased any Shares of the Issuer within the past 60
days."
V. Item 6 of the Schedule 13D "Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer" is amended in its
entirety and restated as follows:
"Neither the Partnership, Offshore Fund, Channel, Mr. Obus nor Mr. Landes
has any contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to the Securities. None of the Securities is pledged or
otherwise subject to contingency, the occurrence of which would give another
person voting or investment power over the Securities."
IV. Item 7 of the Schedule 13 "Materials to be Filed as Exhibits" is amended
in its entirety and restated as follows:
"Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f(1)
promulgated under the Securities & Exchange Act of 1934, as amended."
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SIGNATURE
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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.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
Dated: May 1, 1997 By: /s/ Nelson Obus
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Nelson Obus, General Partner
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: /s/ Joshua Landes
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Joshua Landes, Director
CHANNEL PARTNERSHIP II, L.P.
By: /s/ Nelson Obus
--------------------------------
Nelson Obus, General Partner
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EXHIBIT 1
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AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to file with the Securities
and Exchange Commission the Statement on Schedule 13D (the "Statement") to which
this Agreement is attached as an exhibit, and agree that such Statement, as so
filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: May 1, 1997 WYNNEFILED PARTNERS SMALL CAP VALUE, L.P.
By: /s/ Nelson Obus
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Nelson Obus, General Partner
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: /s/ Joshua Landes
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Joshua Landes, Director
CHANNEL PARTNERSHIP II, L.P.
By: /s/ Nelson Obus
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Nelson Obus, General Partner
