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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Westmoreland Coal Company
(Name of Issuer)
Common Stock, $2.50 par value
(Title of Class of Securities)
960878106
(CUSIP Number)
Martin Todtman, Esq.
Todtman, Young, Nachamie, Hendler & Spizz, P.C.
425 Park Avenue
New York, New York 10022
(212) 754-9400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 9, 1997
(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
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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
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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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
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7) SOLE VOTING POWER
482,700 See Item 5
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NUMBER 8) SHARED VOTING POWER
OF None.
SHARES -------------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY 482,700 See Item 5
EACH -------------------------------------------------------
REPORTING 10) SHARED DISPOSITIVE POWER
PERSON None.
WITH
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,700 See Item 5
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.93% See Item 5
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14) TYPE OF REPORTING PERSON
PN
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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]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7) SOLE VOTING POWER
10,000 See Item 5
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NUMBER 8) SHARED VOTING POWER
OF None.
SHARES -------------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY 10,000 See Item 5
EACH -------------------------------------------------------
REPORTING 10) SHARED DISPOSITIVE POWER
PERSON None.
WITH
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 See Item 5
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14% See Item 5
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14) TYPE OF REPORTING PERSON
PN
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, par value $2.50 per share
(the "Shares"), of Westmoreland Coal Company, a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 14th
floor, 2 North Cascade Avenue, Colorado Springs, Colorado 80903.
ITEM 2. IDENTITY AND BACKGROUND.
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 and Channel Partnership II, L.P., a
partnership formed under the laws of the State of New York ("Channel"), which
owns 10,000 shares of the Issuer ("Channel" and "Partnership" are 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 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, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
482,700 Shares of the Issuer were purchased by the Partnership for cash
aggregating $676,279.40, including commissions. The cash was provided from the
working capital of the Partnership. 10,000 Shares of the Issuer were purchased
by Channel for cash aggregating $34,030.50, including commissions, which was
provided from its working capital.
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ITEM 4. PURPOSE OF TRANSACTION.
All 492,700 Shares of the Issuer were purchased for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Partnership owns 482,700 Shares and Channel owns 10,000 Shares of
the Issuer (together, the "Securities"). The Securities represent approximately
7.07% of the common stock of the Issuer outstanding as of October 31, 1996,
based on the Issuer's Form 10-Q for the quarterly period ended September 30,
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 has the same
such powers with respect to the Securities held by Channel.
(c) On December 20, 1996, the Partnership purchased 30,000 Shares of the
Issuer for a price of $1.405 per Share. On January 9, 1997, the Partnership
purchased 300,000 Shares of the Issuer for a price of $.50 per Share.
Channel has not purchased any Shares of the Issuer within the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Neither the Partnership, 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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 23, 1997 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: /s/ Nelson Obus
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Nelson Obus, General Partner
CHANNEL PARTNERSHIP II, L.P.
By: /s/ Nelson Obus
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Nelson Obus, General Partner
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