PROXY STATEMENT
OF WESTMORELAND COAL
Securities and Exchange Commission
Washington D.C. 20549
SCHEDULE 14a INFORMATION
Proxy Statement Pursuant to Sections 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Materials
[X ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14(a)-12
__________________________________________________________________
Westmoreland Coal Company
__________________________________________________________________
(Name of Registrant as Specified in Its Charter)
Westmoreland Committee To Enhance Share Value
__________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No Fee Required.
[ ] Fee computer on table below per Exchange Act Rules 14a-6(i)(l)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
__________________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
__________________________________________________________________
(3) Per Unit price or other underlying value of transaction
computer pursuant to Exchange Act Rule 0-11:
__________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________
(5) Total fee paid:
__________________________________________________________________
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form of Schedule and the
date of its filing.
(1) Amount Previously Paid:
__________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
(3) Filing Party:
__________________________________________________________________
(4) Date Filed:
__________________________________________________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
- ------------------------------------------------------------------
The following is added text of a Web Site at
freedomforshareholders.com.
FREEDOM FOR SHAREHOLDERS
(This appears on the home page)
(a button on this page takes the viewer to the next page which
offers the following choices)
Filings with SEC
Appraisals
Bodington & Company
Concerned Shareholder Letters
Meet Our Team
Other Voices
(the button on Filings with SEC takes the viewer to the recently
filed preliminary proxy statement of the Committee to Enhance
Share Value)
(the remaining pages contain a statement that the page is under
construction)
The new information will be contained in the Concerned Shareholder
Letters section.
Harry J. Weitzel, Jr
Spyglass 300D
21632 Spyglass Way
Lexington Park, MD 20653
April 22, 1999
Westmoreland Committee to Enhance Share Value
2789-B Hartland Road
P.O. Box 4004
Falls Church, VA 22043
Gentlemen:
I am a current and long-term owner of 50,000 shares of
Westmoreland Coal Company (The "Company") common stock. As such,
this letter is written in strong support of the proxy being
solicited by the Westmoreland Committee to Enhance Share Value
(The "Committee"). My reasons for doing so are several fold but
all relate to the stewardship of the current Board of Directors
and Management of the Company; which has been nothing short of
disastrous. During Management's six year tenure:
Our Company has been forced to seek the protection of bankruptcy
twice! Not only that, Management's handling of the latest
bankruptcy proceedings nearly resulted in a resolution that could
have wiped out the common shareholders position in the Company.
Only the timely and fortuitous court ruling in another case in the
US Court of Appeals for the Tenth Circuit in UMWA 1992 Plan v.
Rushton (in re Sunnyside) prevented such an outcome.
In addition to lasting two years, the latest bankruptcy cost the
Company nearly $10 million.
The price of a common share has dropped from a high of $22.75 in
October, 1991 to its current level of $3.75. Even worse, in June,
1998 immediately after an adverse ruling in the bankruptcy case
referred to above, the share price dropped to just $.1250.
No preferred dividends have been paid during five of the last six
years and the accumulated arrearage now amounts to over $20
million. Consequently, no dividends may be paid to the common
shareholders until the entire arrearage has been satisfied.
Aggregate losses applicable to common shareholders have amounted
to $(133,026,000). Absent "Gains from Asset Sales" and Pension
Expense Credits, the aggregate losses would have amounted to
$(222,403,000)! Even if the massive one time charges incurred in
1993 and 1995, are excluded, aggregate losses would still have
amounted to $(76,530,000). The individual amounts for each year,
which are taken directly from the Company's SEC 10-K filings, are
as follows:
Year Net Income
Applicable To Shareholders
Gains on Asset Sales
Pension Expense(Benefit)
Unusual Charges(Credits)
Net Income Excluding Extraordinary Items
1993 $(102,304) $ 2,000 $ 79,250 $ (25,054)
1994 $ 15,265 $41,130 $ (2,100) $ (27,965)
1995 $ (91,274) $ 9,088 $ (2,440) $ 66,623 $ (36,179)
1996 $ 33,455 $24,238 $ (3,601) $(11,896) $ (6,280)
1997 $ 23,268 $ 969 $ (5,547) $(27,214) $ (10,462)
1998 $( 11,436) $ 475 $ 111 $ 2,000 $ (9,800)
Total $(133,026) $77,900 $(11,477) $106,663 $(115,740)
In spite of this dreadful six year performance, the Company's
April 14, 1999 SEC Schedule 14A, revealed that the Board of
Directors approved the payment of $1.3 million in cash bonuses to
four Senior Executives, in addition to aggregate salaries paid of
$873,551. If this is the manner in which the Board rewards
aggregate losses of $133 million, one shudders to think what would
have been paid out if the Company had been profitable. What is
perhaps even more shocking is to learn that of these four Senior
Executives, only one, R. Page Henley, SVP - Acquisitions and
Development and Government Affairs currently owns outright any
stock in the Company - 25,010 shares. The other three Senior
Executives, Christopher E. Seglem, Chairman & CEO (Salary and
Bonus - $1,001,802); Robert J. Jaeger, SVP - Finance (Salary and
Bonus - $477,112); and Theodore E. Worchester, SVP and General
Counsel (Salary and Bonus - $483,181) own NO stock in the Company.
If the vastly overpaid Chairman and CEO does not have the
confidence to invest his own money in our Company, why should the
common shareholders have any confidence in this Chairman's ability
to manage the affairs of the Company on our behalf?
As a shareholder, I find it unconscionable to leave in place a
Board of Directors and Senior Management Team who have overseen
such an appalling six year period of gross mismanagement.
Consequently, I intend to cast my proxy for the slate of Directors
being nominated by The Committee and urge every other shareholder
to do likewise.
Sincerely,
Harry J. Weitzel, Jr.
