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):
June 4, 1999
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 Number Identification
organization) 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 reported today that it had received today certified results of
the recent proxy contest in connection with the election of common and preferred
directors. Management's two slates of nominees were reelected by a substantial
margin.
Item 7. Financial Statements and Exhibits
(c)
No. Description
99.10 Press release dated June 4, 1999
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: June 4, 1999 /s/ Robert J. Jaeger
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By: Robert J. Jaeger
Senior Vice President-Finance
and Treasurer
<PAGE 1>
EXHIBIT 99.10
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WESTMORELAND MANAGEMENT
WINS PROXY CONTEST
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Colorado Springs, CO -- June 4, 1999 -- Westmoreland Coal Company (AMEX:WLB)
reported that it had received today certified results of the recent proxy
contest in connection with the election of common and preferred directors.
Management's two slates of nominees were reelected by a substantial margin.
The elections took place at a Special Meeting of Shareholders convened on May
12, 1999, as provided for in a settlement agreement related to the Company's
emergence from Chapter 11 in January. Representatives of an Equity Committee had
demanded that a shareholders meeting be held on an expedited basis following the
Company's dismissal from bankruptcy. Certain of the Equity Committee's members
then formed a dissident group to challenge the existing management and directors
and nominated themselves and four others for election to the Board. Over the
course of the last year the dissidents had advocated a complete or partial
liquidation of the Company in the hope of making distributions to at least some
shareholders if retiree health benefit obligations could be terminated or
limited. Westmoreland's management and Board advocated continued operation of
the business and renewed efforts to grow the 145 year old Company in an attempt
to both continue providing retiree benefits to thousands of former employees and
their dependents and to deliver value to shareholders.
Common shareholders voted for the election of five directors. Because the
Company had missed more than six preferred dividend payments in the course of
restructuring since 1992, preferred shareholders were entitled to vote for the
election of two directors. Results show that management nominees for the common
director seats received approximately 19% more votes than the dissident nominees
and approximately 24% more for the preferred seats. Tabulation and certification
of the voting results were performed by CT Corporation System ("CT"), an
independent inspector of election located in Wilmington, Delaware.
(Continued)
<PAGE 2>
"We sincerely appreciate the support of Westmoreland's common and preferred
shareholders in this election and their recognition of all that has been
accomplished by our Board, management and employees in the Company's turn-around
process", said Christopher K. Seglem, Chairman, President and CEO. "Our job,
however, is far from over. We must now complete the work of putting the Company
on a solid, profitable and growing basis. An important aspect of this task and a
top priority for management and all seven members of our Board will be
resolution of the existing preferred dividend issue in such a way as to enable
the Company to continue providing its federally mandated retiree health benefits
and at the same time retain the economic strength to preserve and enhance future
shareholder value. We are all anxious to return our primary focus to the
management of Westmoreland's current businesses and development of new
opportunities."
Westmoreland Coal Company, headquartered in Colorado Springs, Colorado, is
currently engaged in western coal mining through its 80% owned subsidiary
Westmoreland Resources, Inc. and independent power production through its
wholly-owned subsidiary Westmoreland Energy, Inc. The Company also holds a 20%
interest in Dominion Terminal Associates, a coal shipping and terminal facility
in Newport News, Virginia.
This press release (including the discussion of the Company's focus
going forward) contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements are qualified
by important factors that could cause actual results to differ
materially from those in the forward-looking statements, including
without limitation: general economic and business conditions; the
ability of the Company to implement its business strategy; the
Company's access to financing; the Company's ability to successfully
identify new business opportunities; the Company's ability to achieve
anticipated cost savings and profitability targets; changes in the
industry; competition; the Company's ability to utilize its tax net
operating losses; the ability to reinvest excess cash at an acceptable
rate of return; weather conditions; the availability of
transportation; price of alternative fuels; costs of coal produced by
other countries; and, the effect of regulatory and legal proceedings.
Other factors that could cause actual results to differ materially
from those in the forward-looking statements, or that could contribute
to such a difference, are identified in the Company's 1998 Form 10-K/A
and first quarter 1999 Form 10-Q.
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For further information contact Diane Jones (719) 442-2600
