AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1 - Final Amendment)
WESTMORELAND COAL COMPANY
(Name of the Issuer and Person Filing Statement)
DEPOSITARY SHARES, EACH REPRESENTING ONE QUARTER OF
A SHARE OF SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
(Title of Class of Securities)
960878 30 4
(CUSIP Number of Class of Securities)
THEODORE E. WORCESTER
SENIOR VICE PRESIDENT OF LAW AND ADMINISTRATION
AND GENERAL COUNSEL
WESTMORELAND COAL COMPANY
2 NORTH CASCADE, 14TH FLOOR
COLORADO SPRINGS, COLORADO 80903
(719) 442-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
Please Address a Copy of All Communications to:
MICHAEL J. LEVITIN
WINTHROP, STIMSON, PUTNAM & ROBERTS
1133 CONNECTICUT AVENUE, NW
WASHINGTON, D.C. 20036
(202) 775-9800
----------------------------------------
SEPTEMBER 16, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
========================================= ======================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
- ----------------------------------------- --------------------------------------
$11,989,000* $2,397.80**
- ----------------------------------------- --------------------------------------
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $2,397.80 Filing Party: N/A
Form or Registration Nos.: N/A Date Filed: N/A
* Assumes purchase of 631,000 depositary shares at $19.00 per share.
** Calculated based on the transaction value multiplied by one-fiftieth of
one percent.
<PAGE 2>
This Amendment No. 1 is the final amendment to the Issuer Tender
Offer Statement on Schedule 13E-4 initially filed on September 16, 1999 (as
amended, the "Schedule 13E-4") by Westmoreland Coal Company, a Delaware
corporation (the "Company"), relating to the Company's offer to purchase up to
631,000 Depositary Shares, each representing one quarter of a share of Series A
Convertible Exchangeable Preferred Stock of the Company. Unless otherwise
defined herein, all capitalized terms used herein shall have the respective
meanings given such terms in the Schedule 13E-4.
This Amendment No. 1 is being filed to report the results of the
Offer. The Offer expired at 5:00 pm, New York City time, on October 26, 1999.
412,536 Depositary Shares were tendered and not withdrawn. The Company accepted
for payment (and thereby purchased) 412,536 Depositary Shares and paid First
Chicago Trust Company of New York, the depositary for the Tender Offer (the
"Depositary"), $7,838,184 in full payment for those shares.
Following the closing of the Offer, 834,833 Depositary Shares are
outstanding. The outstanding Depositary Shares have an aggregate liquidation
preference of $29,740,926, which includes both (1) an amount of $25 per
Depositary Share and (2) $8,870,101, the aggregate amount of accumulated and
unpaid dividends on the outstanding Depositary Shares (after giving effect to
the amount that accumulated on October 1, 1999).
SIGNATURE
After due 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: November 3, 1999
WESTMORELAND COAL COMPANY
By: /s/ Robert J. Jaeger
--------------------------
Name: Robert J. Jaeger
Title: Senior Vice President
of Finance and Treasurer
<PAGE 3>
INDEX TO EXHIBITS
PAGE IN
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION COPY
- ------- ----------- ------------
99.I Press Release issued by the Company on
October 27, 1999 4
<PAGE 4>
Exhibit 99.I
-----------------------
Westmoreland Announces
Results of Tender Offer
-----------------------
Colorado Springs, CO - October 27, 1999 - Westmoreland Coal Company (AMEX: WLB,
WLBp) today announced the results of its tender offer to purchase up to 631,000
of its outstanding depositary shares, each representing one quarter of a share
of Series A Convertible Exchangeable Preferred Stock, at $19.00 per depositary
share. The tender offer expired at 5 p.m. October 26, 1999. 412,536 depositary
shares were tendered in response to the offer and Westmoreland has accepted for
payment (and thereby purchased) all shares tendered. The Company now has 834,833
depositary shares outstanding.
The Company has also paid First Chicago Trust Company of New York, the
depositary for the tender offer (the "Depositary"), $7,838,184.00 in full
payment for the shares purchased in the offer. Holders of depositary shares
tendered and accepted will receive payment as soon as practicable from the
Depositary.
Christopher K. Seglem, Westmoreland's Chairman, President and CEO said, "The
tender offer conducted earlier this year was oversubscribed. This second offer
was intended to satisfy that unfulfilled interest on the part of some of our
preferred shareholders. Through this second offering we gave them the
opportunity to tender those shares under the same terms."
"We are very pleased with the combined responses to these tender offers. As a
result of the two tender offers, the number of outstanding depositary shares has
been reduced from 2.3 million to approximately 835,000, and the amount of
accumulated but unpaid preferred dividends has been reduced to $8.87 million.
Our ongoing preferred dividend is also reduced to approximately $1.8 million
versus $4.9 million at the outset. This lightens the Company's preferred
dividend burden as we move forward in our effort to invest in new projects which
will return the Company to sustainable profitability and growth and should
significantly benefit all of our shareholders. As we have indicated for some
time, it is highly likely that the Company's cash will now be reinvested for the
foreseeable future in new projects rather than distributed in the form of
dividends," continued Seglem.
# # #
For further information contact Diane Jones (719) 442-2600
