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
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Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Materials
[ ] 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)
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[X ] No Fee Required.
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0-11.
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__________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
(3) Per Unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
__________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________
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Preliminary Copy
1999 SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
OF WESTMORELAND COAL COMPANY
PLEASE VISIT OUR WEB SITE AT http://www.freedomforshareholders.com
PROXY STATEMENT OF
WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
The enclosed proxy is solicited on behalf of the WESTMORELAND
COMMITTEE TO ENHANCE SHARE VALUE (The "Committee") for use at the
1999 Special Meeting in Lieu of Annual Meeting of shareholders of
Westmoreland Coal Company, a Delaware corporation (the "Company"),
to be held at 8:00 A.M, local time, on Wednesday, May 12, 1999 at
the Antlers Adams Mark Hotel, 4 South Cascade Avenue, Colorado
Springs, Colorado 80903. It is anticipated that this Proxy
Statement and BLUE Proxy card will be mailed to shareholders on or
about April 2_, 1999. The purpose of our solicitation is to elect
a new board of directors opposed to the present management of the
Company. The Committee is a direct outgrowth of the experience of
three of its members who served as members (one of whom served as
co-chairman) of the Official Committee of Equity Security Holders
(the "Equity Committee") while the Company was recently under the
jurisdiction of the Federal Bankruptcy Court. Through that
experience they became convinced that the present board of
directors should be replaced by persons willing and able to carry
out the Committees plan for the future direction of the Company.
The Committee's Plan
The following are the four principal elements of the Committee's
plan:
a.. sale of all IPPs. The Committee proposes selling
Westmoreland's remaining IPPs as soon as practicable, consistent
with obtaining fair market value for the assets. Based on analysis
produced by Putnam, Hayes & Bartlett, Inc., who worked as
consultants to your Equity Committee during Westmoreland's
bankruptcy proceedings, we believe that the current, but probably
temporary, market environment of under-capacity in the electricity
sector has escalated IPP market valuations to the point that very
favorable selling prices can be obtained. We have been informed by
an independent third party that Putnam, Hayes has recently sued
the Company for failure to reimburse certain fees and expenses. We
have also retained the expert advice of Bodington & Company -- a
management and financial consulting firm serving the electric
power industry to develop a strategy for obtaining maximum
revenues possible for Westmoreland's remaining IPP assets.
a.. expansion of surface mining operations. Based on the
analysis and advice of our consultant, Putnam, Hayes & Bartlett,
the Committee proposes substantially increasing production and
marketing of Westmoreland's coal assets in the Powder River Basin
near Hardin, Montana and attempting to negotiate lower rail
transportation rates.
a.. closing executive headquarters. The Committee would reduce
overhead costs by reducing the number of Westmoreland's salaried
executives in Colorado Springs, relinquishing the headquarters
space, and managing the company through its subsidiaries. There
are no Westmoreland operations in or near Colorado Springs,
Colorado.
a.. ELECTING a Board TO IMPLEMENT our plan. The Committee has
recruited a proposed Board of Directors which it believes has the
individual and combined expertise in the operational skills and
judgment necessary to enhance the value of Westmoreland's assets
and shareholders equity. As evidenced by their resumes, their
skills and experience include asset valuation, mergers,
acquisitions, consolidations, sales, marketing, management, and
labor relations as well as extensive experience in the energy
power sector.
ELECTION OF DIRECTORS
Voting Procedures
Holders of Common Stock have one vote for each share with respect
to all matters to be considered at the Special Meeting, except
that they will have no vote on the election of the two directors
who are nominated to serve as representatives of the holders of
the Preferred Stock (each such share of Preferred Stock being
evidenced by four Depositary Shares). Holders of Depositary Shares
have one vote for each Depositary Share on all matters to be
considered, EXCEPT FOR THE ELECTION OF THE AT-LARGE DIRECTORS.
While no mention of this exclusion was made in the prospectus
employed in the sale of the Depositary Shares, the Company's
Articles of Incorporation provide that when the dividends on the
Preferred Stock are in default, such that the holders of the
Depositary Shares have the right to elect two directors, they have
no vote on the remaining directors. In spite of the fact that the
exclusionary provision was not described in the prospectus, it
appears to have been validly adopted under Delaware law. In view
of this, the Committee reluctantly accepts that the holders of the
Depositary Shares will be able to vote only on the two Preferred
Stock directors.
The Company's By-laws, filed as an Exhibit to the annual report for
the Fiscal Year Ended December 31, 1998, on Form 10K/A, provide
that there shall be six directors. The Company has, however, seven
directors and has nominated seven persons as directors in its
proxy material filed with the Securities and Exchange Commission
for the 1999 Meeting. If the Committee succeeds in electing its
At-large nominees, it intends that the directors will amend the
By-laws to provide for seven, rather than six, directors.
Consequently, it has nominated the seven persons named below.
No shareholder is permitted to cumulate votes at the meeting or by
proxy. Directors will be elected by an affirmative vote of a
plurality of the shares present in person or by proxy and entitled
to vote on the nominees. The two nominees for the Preferred Stock
directorships who receive the most votes of the Depositary
Shareholders will be elected and the At-large nominees who receive
the most votes of the Common Stockholders will be elected.
The Committee is presenting the nominees in the form of two
proposals. Proposal Number 1 is that the five persons named below
as the Committees At-large Nominees be elected by the holders of
Common Stock to serve as Directors. Proposal Number 2 is that the
two Preferred Stock Nominees be elected by the holders of
Depositary Shares as Directors to serve as representatives of the
Preferred Stockholders. If you own Common Stock, you will find
enclosed a BLUE proxy containing means for you to vote FOR or
withhold authority to vote for Proposal Number 1. If you own
Depositary Shares you will find enclosed a BLUE proxy containing
means to vote FOR or WITHHOLD authority to vote for Proposal
Number 2. If you own both Depositary Shares and Common Stock, you
will find enclosed both BLUE proxies. THE COMMITTEE URGES YOU TO
VOTE FOR THE COMMITTEES PROPOSALS. YOUR VOTE IS IMPORTANT. PLEASE
ACT TODAY.
THE COMMITTEE URGES YOU TO SIGN, DATE AND MAIL THE ENCLOSED BLUE
PROXY CARD OR CARDS, VOTING "FOR" THE ELECTION OF THE COMMITTEES
NOMINEES. THE COMMITTEE URGES YOU NOT TO SIGN ANY PROXY CARD SENT
TO YOU BY WESTMORELAND COAL COMPANY. IF YOU HAVE ALREADY DONE SO,
YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE AND VOTE FOR THE ELECTION
OF THE COMMITTEES NOMINEES SIMPLY BY SIGNING, DATING AND MAILING
THE ENCLOSED BLUE PROXY IN THE ENCLOSED RETURN ENVELOPE. THE PROXY
MUST BE DATED AFTER ANY PROXY YOU MAY ALREADY HAVE SUBMITTED TO
THE COMPANY AND RETURNED TO THE COMMITTEE AT THE FOLLOWING
ADDRESS:
COMMITTEE TO ENHANCE SHARE VALUE
2789-B HARTLAND ROAD
FALLS CHURCH, VIRGINIA 22043
OR (mailing address)
P.O. BOX 4004
MERRIFIELD, VIRGINIA 22116
OR TO THE SECRETARY OF THE COMPANY AT THE COMPANY'S EXECUTIVE
OFFICES OR BY VOTING IN PERSON AT THE SPECIAL MEETING.
REMEMBER, ONLY YOUR LATEST DATED PROXY WILL COUNT.
The Committee's Nominees
Information about the Committee's nominees follows. Each nominee
has consented to being named as such.
None of the nominees nor any of their associates has any
arrangement or understanding with any person with respect to
future employment with the Company nor with respect to any future
transactions to which the Company or any of its affiliates will be
a party, except, of course, as the nominees, if elected intend to
implement their plans as outlined in this proxy statement. Other
than Messrs. Williams, Obus and Offutt entering into the Master
Agreement, as members of the Equity Committee, no nominee is, or
was within the past year, a party to any contract, arrangements or
understandings with any person with respect to any securities of
the Company, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving
or withholding of proxies.
As At-Large Nominees
William J. Sim, age 54, is Group Vice President Generation of
Potomac Electric Power Company (Pepco), Washington DC (since
1997). At Pepco, Mr. Sim has full profit and loss responsibility
for all generation activities. In addition, he manages the
Generation Business Unit, including fuels procurement (coal, oil,
and gas), operations and maintenance of generating plants, the
Central Engineering and Maintenance Organization, the Business
Planning, and the Power Marketing Business. Previously, he was Group
Vice President Power Supply and Delivery, Pepco (1994 to 1997),
where he managed generation, transmission, and distribution
operations including: generating plants, overhead and underground
systems, substations, the Consolidated Control Center, and the
Environment Group In addition, he worked as Vice President
Operations and Construction, Pepco (1991 to 1994) where he managed
operation, maintenance, and construction of Generating,
Transmission, Distribution, and Substations facilities and the
Consolidated Control Center. Mr. Sim also served previously as
President and COO American Energy Division of Potomac Capital
Investment Corporation, American Energy & American Recovery
Corporation, a division of Potomac Capital Investment Corporation
(PCI), the non-regulated subsidiary of Pepco. In that position, he
managed operations involved in the ownership, design,
construction, and operations of energy facilities, including:
solar, hydro, waste-to-energy, co-generation projects, and waste
recycling. Mr. Sim serves as a Member, Board of Directors,
Williams Industries, Falls Church,Virginia. Loyola College MBA.
University of Glasgow, Scotland BSc, Civil Engineering.
University of Michigan Public Utility Executive Program. Mr. Sim
owns 100 Depository Shares, which he purchased on March 26, 1999
after being asked to serve as a Committee nominee.
Robert F. Fowler, age 55, is the Managing Member of Robert Fowler
& Associates, LLC (management consulting company, specializing in
divestitures and mergers, serving as owner-representative),
Atlanta, Georgia (since 1977). Currently, Mr. Fowler is serving as
temporary CFO for the Boomershine Auto Group (a $250 million
annual revenue, multi-dealership), with operations in Atlanta,
where he is winding down all facets of the corporation and selling
off its assets. He is past Chairman of the Board of Signal Point
Systems (a full service telecom contractor) and a past Member of
the Board of EMCUS, Inc. (union industrial electrical contractor
holding company). Previously, Mr. Fowler worked as Senior
Consultant, FMI Corporation (management consulting company that is
a leading advisor in corporate divestitures and mergers), Raleigh,
NC, and Corporate Planner Holding Company, NationsBank,
Charlotte, NC.. Wharton MBA International Business and Finance.
Virginia Military Institute BS Civil Engineering and
Mathematics. Mr. Fowler owns 100 shares of Common Stock, which he
purchased on April 8, 1999 after being asked to serve as a
Committee nominee.
Nelson Obus, age 52, is President of Wynnefield Capital, LLC (a
private partnership with assets over $150 million, specializing in
undervalued publicly-traded small companies), New York, NY (since
1992). Mr. Obus served as a Member of the Westmoreland Official
Committee of Equity Security Holders (June 1998 to February 1999.
Previously, he was Research Director for Schaffer Capital
Management and earlier was with Lazard Freres Brothers, LLC
(institutional equity sales) as Director of Research,
Institutional Salesman, and Research Analyst (in succession).
Prior to his positions on Wall Street, Mr. Obus worked for more
than a decade in natural resources management with the
Massachusetts Audubon Society, the Appalachian Mountain Club, and
the Department of Environmental Management of the Commonwealth of
Massachusetts. New York University BA. Brandeis University MA,
ABD political science.
R. Bentley Offutt, age 60, is Founder and President of Offutt
Securities, Inc., a member of the NASD (institutional research
brokerage firm which specializes in value investing and focuses
its coverage on companies with a market capitalization between $60
million to $1 billion), Baltimore, MD (since 1987). Previously, he
was Director, Institutional Research and Marketing, Legg Mason.
Mr. Offutt served as a Member of the Westmoreland Official
Committee of Equity Security Holders (June 1998 to February 1999).
In addition, he is a Member of the Board, Williams Industries,
Inc., Falls Church, VA (since 1994). Previously, he was Vice
Chairman, Franklin Square Hospital, Maryland. George Washington
University MBA. Lehigh University BA.
Matthew S. Sakurada, age 47, is President of EmPower Resources,
Inc. (management consulting and investment company), Sanford, NC
(since 1996). Previously, he was President, Vice President and
General Manager, and Vice President Project Development (in
succession), Westmoreland Energy, Inc., Charlottesville, VA (1988
to 1996). There, he led corporate and project development and was
responsible for site selection, fuel procurement, permitting,
financing, construction, coal marketing, and operation of eight
power-generating facilities owned in partnership with other
leading companies. Prior to holding those positions, he was
Manager of Material, Engineering and Human Resources, Engineering
Manager, and Civil Engineer (in succession), Colorado
Westmoreland, Inc., Paonia, CO. There, Mr. Sakurada was
responsible for the material management, engineering, and human
resources departments. In addition, he worked as Engineer --
Structural Mechanics, Engineer Structural Division, and
Structural Designer (in succession), Stone & Webster Engineering
Corp., Boston, MA, and Denver, CO, where he engineered and
designed coal-fired, hydro-electric, nuclear, and natural gas
powered generation facilities. James Madison University MBA.
University of Colorado at Denver Master of Engineering. Colorado
State University BS Civil Engineering. Mr. Sakurada owns 110
shares of Common Stock, 100 of which he purchased on March 19,
1999.
As Preferred Stockholder Nominees
Guy O. Dove, III, age 61, is a Personal Investor, Washington, DC
(since 1989). He also serves as Chairman of Pinnacle Oil Company
(exploration and production of natural gas and oil), assets mainly
in Oklahoma (since 1972). Previously, Mr. Dove was Partner and
Chief Investment Officer, The Clarendon Group, London, England,
where he was responsible for all facets of investment management
of a $3 billion reinsurance group. Prior positions included: First
Vice President, Schroder Capital Management, Inc., Washington, DC,
and Bond Manager responsible for the National Fixed Income
Department, having more than $100MM in funds under management;
Vice President, Equitable Trust Company, Baltimore, MD, and Senior
Bond Manager in the Pension Fund Department responsible for fixed
income portfolios, managing more than $400 MM in funds; and
Financial Consultant, Federal Energy Administration, Washington,
DC. Projects with FEA included evaluating financial problems
relating to the electric utility industry and the impact of
financial markets of various policy options. Trinity College BA.
Frank E. Williams, Jr., age 64, is Founder, Chairman, and CEO of
Williams & Beasley Co. (steel erection), Dallas, TX (since 1996).
He is also Chairman of Williams Enterprises of Georgia, Inc.
(steel fabrication and erection of structural steel and
miscellaneous iron) and its five subsidiaries, Atlanta, GA (since
1967). He served as Co-Chairman of the Westmoreland Official
Committee of Equity Security Holders (June 1998 to February 1999).
Previously, he was President, CEO, and Chairman, of Williams
Industries, Inc. (construction services), Falls Church, VA (1961
to 1995). He also served as a Director and Chairman of the Board,
Capital Bank NA, Washington, DC. Georgia Institute of Technology
Bachelor of Civil Engineering.
THE WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
The Committee is an outgrowth of the Official Committee of Equity
Security Holders (the "Equity Committee") that was formed on June
29, 1998, when the Office of the United States Trustee granted
certain shareholders request to appoint a committee to represent
the interests of common and preferred shareholders. Following the
dismissal of the bankruptcy case, the Equity Committee was
dissolved February 4, 1999. In early March 1999, three of the
former members of the Equity Committee, Frank E. Williams, Jr.,
Nelson Obus, and R. Bentley Offutt joined with a fourth
shareholder, Guy O. Dove III, to form the Westmoreland Committee
to Enhance Share Value. More detailed information about each of
these persons is set forth below.
1.. Frank E. Williams, Jr., 2789 Hartland Road, Falls Church,
Virginia 22043. His principal occupation is Chairman of the Board
of Williams Enterprises of Georgia, whose principal business is
steel construction and whose address is 1285 Hawthorne Ave., P.O.
Box 756, Smyrna, Georgia 30081. Mr. Williams beneficially owns,
directly and indirectly, 211,000 shares of Common Stock and 14,308
Depository Shares. Under Securities and Exchange Commission rules,
the 14,308 Depository Shares are considered to constitute
beneficial ownership of 24,438 shares of Common Stock into which
they are convertible ("Equivalent Shares"), giving Mr. Williams a
total beneficial ownership of 235,438 shares of Common Stock. Mr.
Williams owns no shares of stock of record which he does not also
beneficially own. Certain of the shares set forth as being
beneficially owned by Mr. Williams are owned by his wife, father,
a family charitable foundation, and a family trust. No associates
of Mr. Williams, other than the members of the Committee and the
family members, own any of the Company's securities. All of these
shares have been purchased during the past two years as follows:
<TABLE>
<CAPTION>
Date Number of Shares Type of Security
<S> <C> <C>
April 28, 1997 20,000 Common
April 30, 1997 5,000 Common
May 1, 1997 10,000 Common
February 19, 1998 5,000 Common
April 2, 1998 12,000 Common
April 28, 1998 5,000 Common
April 29, 1998 16,000 Common
June 12, 1998 135,000 Common
July 27, 1998 4,000 Depositary
October 1, 1998 34,000 Depositary
</TABLE>
On September 3, 1998, Mr. Williams sold 15,000 shares of
Common Stock.
Mr. Williams tendered his Depositary Shares to the Company
pursuant to its recent tender offer for Depositary Shares . 23,692
of these Shares were purchased by the Company as of April 14,
1999.
2.. R. Bentley Offutt, Offutt Securities, Inc., 11350
McCormick Road, Executive Plaza III, Suite 901, Hunt Valley,
Maryland 21030. His principal occupation is President of Offutt
Securities, Inc., a member firm of the National Association of
Securities Dealers (NASD), acting primarily as an institutional
research brokerage firm specializing in companies with market
capitalization between $60 million to $1 billion. Mr. Offutt
beneficially owns 199,400 shares of Common Stock and no Depositary
Shares. Of these, 40,000 shares were purchased on November 10,
1997; the remainder had been purchased more than two years ago. Of
this Common Stock, 149,400 shares are owned by his wife, with whom
Mr. Offutt shares voting and dispositive power, and 50,000 shares
are owned by Offutt securities. Mr. Offutt owns no Westmoreland
securities of record which he does not also beneficially own. No
associates of Mr. Offutt, other than the members of the Committee
and his wife, own any of the Company's securities.
3.. Nelson Obus, One Penn Plaza, Suite 4720, New York, New
York 10119. Mr. Obus principal occupation is managing investments
as President of Wynnefield Capital Management, LLC, of that
address. Wynnefield Capital Management, LLC is a private limited
liability company organized under the laws of New York. Mr. Obus
is the indirect owner of 693,900 shares of Common Stock and 19,155
Depositary Shares, through the following entities: Wynnefield
Partners Small Cap Value L.P. I, a Delaware limited partnership
("Partnership I") 229,947 shares of Common Stock and 7,647
Depositary Shares; Wynnefield Partners Small Cap Value L.P., a
Delaware limited partnership ("Partnership")-332,253 shares of
Common Stock and 6,373 Depositary Shares; Wynnefield Small Cap
Offshore Fund Ltd., a partnership organized under the laws of the
Cayman Islands ("Offshore Fund") 131,700 shares of Common Stock
and 5,135 Depositary Shares. Wynnefield Capital Management, LLC is
the general partner of Partnership and Partnership I, and
Wynnefield Capital, Inc., a Delaware corporation is the general
partner of Offshore Fund. Mr. Obus, Joshua H. Landes and Robert
Melnick are the members of the Wynnefield Capital Management, LLC,
and Messrs. Obus and Landes are the stockholders, directors and
officers of Wynnefield Capital, Inc. All of these persons and
entities share the address set forth above. Mr. Obus is not the
record owner of any Westmoreland securities of which he is not
also a beneficial owner. During the past two years, the
partnerships have had the following transactions in Westmoreland
securities:
Partnership I -
Purchased 17,345 Common on April 11, 1997
Purchased 64,500 Common on March 9, 1998
Purchased 20,400 Depositary Shares on September 2, 1998
Sold 19,000 Common on September 2, 1998
Sold 12,753 Depositary Shares as of April 14, 1999*
Partnership
Purchased 32,655 Common on April 1, 1997
Purchased 13,100 Depositary Shares on September 2, 1998
Purchased 3,900 Depositary Shares on September 3, 1998
Sold 15,000 Common on September 2, 1998
Sold 10,627 Depositary Shares as of April 14, 1999*
Offshore Fund
Purchased 131,700 Common on April 11, 1997
Purchased 4,700 Depositary Shares on June 1, 1998
Purchased 9,000 Depositary Shares on September 4, 1998
Sold 8,300 Common on September 2, 1998
Sold 8,565 Depositary Shares as of April 14, 1999*
*These Shares were purchased by the Company pursuant to its recent
tender offer for those Shares.
4.. Guy O. Dove, III, 10 Jay Street, Middleburg, Virginia
20118. Mr. Doves occupation is Personal Investor and Chairman of
the Board of Directors of Pinnacle Oil Company of the same
address, with assets mainly in Oklahoma. Mr. Dove is the
beneficial owner of 198,000 shares of Common Stock and 20,123
Depositary Shares, giving Mr. Dove a total beneficial ownership of
232,370 Equivalent Shares of Common Stock. He owns no Westmoreland
securities of record which he does not beneficially own. 10,000
Depositary Shares set forth above are owned by his adult children,
whom Mr. Dove advises as to voting and dispositive powers. 184,000
shares of Common Stock and 10,123 Depositary Shares are owned
directly by him, and 14,000 shares of Common Stock and 1,875
Depositary Shares are owned by Pinnacle.. Mr. Dove purchased
35,000 shares of Common Stock on October 28, 1998, 3,000 on
November 11, 1998, 1,000 on November 12, 1998, 40,000 on December
21, 1998 and 5,000 on January 13, 1999. On November 13, 1998, he
purchased 2,000 Depositary Shares, on April 14, 1999 he purchased
1,000 Depositary Shares and on April 15, 1999 he purchased 3,500
Depositary Shares. As of April 14, 1999, the Company purchased
9,377 Depositary Shares pursuant to its tender offer. Other than
the associates set forth above, no associates of Mr. Dove own any
Westmoreland securities.
The Committee as a group directly and indirectly owns 1,302,3 00
shares of Common Stock and 39,278 Depositary Shares, or 1,369,387
Equivalent Shares of Common Stock. No member of the Committee nor
any of their associates has any arrangement or understanding with
any person with respect to future employment with the Company nor
with respect to any future transactions to which the Company or
any of its affiliates will be a party, except, of course, as the
members of the Committee itself intend to implement its plans as
outlined in this proxy statement. Other than their entering into
the Master Agreement, as members of the Equity Committee, no
member of the Committee is, or was within the past year, a party
to any contract, arrangements or understandings with any person
with respect to any securities of the Company, including, but not
limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division
of losses or profits, or the giving or withholding of proxies.
The Solicitation
This proxy statement is first being given or sent to shareholders
on or about April 2_, 1999. Any shareholder who executes and
delivers a proxy for use at the Special Meeting has the right to
revoke it any time by filing with the Committee at 2789-B Hartland
Road, Falls Church Virginia 22043, or P.O. Box 4004, Merrifield,
VA 22116, or with the Secretary of the Company at its principal
offices, an instrument revoking it or a duly executed proxy
bearing a later date, or by appearing in person and voting at the
special meeting. The principal executive offices of the Company
are located at 2 North Cascade Avenue, 14th Floor, Colorado
Springs, Colorado 80903, and its phone number is (719) 442-2600.
The Company has set the time and date of the special meeting in
lieu of the annual meeting as 8:00 A.M. , May 12, 1999. The
meeting will be held at the Antlers Adams Mark Hotel, 4 South
Cascade Avenue, Colorado Springs, Colorado 80903. The record date
for the Common Stock is March 23, 1999 and for the Depository
Shares the record date is April 12, 1999. Only shareholders of
record, as applicable, on those respective dates will entitled to
vote at the Special Meeting.
According to the Company's proxy soliciting material for the
Special Meeting, on March 23, 1999, the record date for those
holders of record of Common Stock entitled to vote at the Special
Meeting, there were 7,059,663 shares of Common Stock outstanding.
On April 12, 1999, the record date for the Depository Shares,
there were 1,247,369 Depository Shares outstanding.
If stockholders entitled to cast at least a majority of the shares
entitled to vote at the Special Meeting are present in person or
by proxy, a quorum will exist for purposes of electing the
nominees for the Board of Directors. Abstentions are counted as
present, and broker non-votes may be counted as present, to
establish a quorum. Withholding authority to vote for a nominee,
and broker non-votes will not affect the outcome of the election
of directors.
Solicitation Expenses
The Committee has retained D. F. King & Co., Inc. to assist in the
solicitation of proxies and for related services. The Committee
has agreed to pay that organization a fee estimated at $25,000,
and to reimburse it for reasonable out-of-pocket expenses. The
Committee will indemnify D.F. King against certain liabilities and
expenses. Approximately 20 persons will be used by D.F. King in
its solicitation efforts. In addition to the use of mails, proxies
may be solicited by the Committee and the director nominees by
telephone, telegram, and personal solicitation, for which no
additional compensation will be paid to those persons engaged in
such solicitation. Proxies will also be solicited through use of
the Committees website. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward
solicitation material to the beneficial owners of the Common Stock
and Preferred Stock that such institutions hold of record. The
Committee will reimburse such institutions for their reasonable
out-of-pocket expenses.
The expense of preparing and mailing this Proxy Statement and any
other soliciting material and the total expenditures relating to
the solicitation of proxies (including, without limitation, costs,
if any, related to advertising, printing, fees of attorneys,
financial advisors, solicitors, consultants, public relations,
transportation, and litigation) will be borne by the Committee and
the UMWA 1992 Benefit Plan (the "1992 Plan") and the UMWA Combined
Fund (the "Combined Fund"), which have agreed to pay $125,000,
with the Committee bearing the remainder. (The 1992 Plan and the
Combined Fund are sometimes hereinafter collectively referred to
as the "Funds.") The Funds are entities created and existing under
the Federal Coal Industry Retirement Health Benefit Act of 1992.
The Funds agreed to pay this amount as part of the negotiations
which lead to the Master Agreement and the dismissal of the
Bankruptcy cases. There are no other arrangements or
understandings between the Committee and the Funds.
The Funds own no equity securities of the Company, but hold a
Contingent Promissory Note in the original principal amount of $12
million, decreasing to $6 million in 2002, issued in 1999 to
secure certain of the Company's obligations under the Master
Agreement entered into among the Company, the Funds and the Equity
Committee as a condition to the dismissal of the Chapter 11
Bankruptcy cases. Neither the Funds nor any of their associates
have purchased or sold any other Company securities within the
past two years, nor have they been a party to any contract,
arrangements or understandings with any person with respect to any
securities of the Company, including, but not limited to joint
ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies. Neither the
Funds nor their associates have any arrangement or understanding
with any person with respect to future employment by the Company
or its affiliates nor with respect to any future transactions to
which the Company or any of its affiliates will or may be a party,
other than the Company's obligations to the Funds as required by
the Master Agreement.
The Committee estimates that its total expenditures relating to
the solicitation of proxies will be approximately $200,000. Total
cash expenditures to-date relating to this solicitation have been
approximately $25,000. It is the Committee's position that its
actions with respect to the solicitation of proxies will enhance
the value of the Company for the benefit of its stockholders.
While the Committee presently intends to seek reimbursement from
the Company for its reasonable expenses in connection with this
solicitation, the Committee does not expect to submit such matter
to a vote of security holders, unless required by law.
How to Contact Us
WE ARE RECRUITING YOUR SUPPORT. To offer your support or learn how
you can help, please contact us:
Frank Williams (703) 641-4612 (703) 641-9082 (fax)
Nelson Obus (212) 760-0134 (212) 760-0824 (fax)
[email protected]
Bentley Offutt (410) 584-9600 (410) 584-7044 (fax)
[email protected]
Guy Dove (540) 687-6351 (540) 687-6714 (fax)
Robert Fowler (770) 618-7284 (770) 618-7142 (fax)
Matthew Sakurada (919) 776-9985 (919) 776-9985 (fax)
[email protected]
William Sim (202) 872-2211 (202) 331-6181 (fax)
[email protected]
FOR ADDITIONAL INFORMATION, PLEASE VISIT OUR WEBSITE AT :
http://www.freedomforshareholders.com
The website will publish the the Bodington & Company analysis for
obtaining maximum revenues possible from the sale of
Westmoreland's IPPs. In addition, the website will include our SEC
Schedule 13D and proxy filings, and indications of further support
for our cause to remove Westmoreland management. JOIN US.
VOTING PROCEDURES
Carefully review this proxy statement. YOUR PROXY IS IMPORTANT.
IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING, YOUR PROXY IS THE
ONLY MEANS AVAILABLE FOR YOU TO VOTE. Please sign, date and mail
the enclosed BLUE proxy card in the enclosed envelope in time to
be voted at the Special Meeting. No matter how many or how few
shares you own, please vote FOR the Committee's nominees for
director by promptly signing, marking, and dating the enclosed
BLUE proxy.
If you own shares of the Company, but your stock certificate is
held for you by a brokerage firm, bank, or other institution, it
is very likely that the stock certificate is actually in the name
of such institution. If so, only that institution can execute a
BLUE proxy for your shares of stock and only on receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account at such entity and instruct the
person to execute and return the BLUE proxy card on your behalf.
You should also sign, date and return the BLUE proxy card when you
receive it from your broker or banker. Please do this for each
account you maintain to ensure that all your shares are voted.
Please call D.F. King & Co., Inc., toll free at 1-800-628-8538 if
you require assistance or have any questions.
(The following material, down to the forms of proxy, is intended
as the proxy statement back cover)
__________________________________________________________________
IMPORTANT
YOUR VOTE IS IMPORTANT. Regardless of the number of shares of
Westmoreland Coal Common Stock or Depositary Shares you own,
please vote as recommended by taking these two simple steps:
1.. PLEASE SIGN, DATE and PROMPTLY MAIL the enclosed BLUE
PROXY card or cards in the postage-paid envelope provided.
2.. DO NOT RETURN ANY PROXY CARDS sent to you by
Westmoreland Coal, not even as a vote of protest.
IF YOU VOTED WESTMORELAND COALS PROXY CARD BEFORE RECEIVING YOUR
COMMITTEE BLUE PROXY CARD OR CARDS, YOU HAVE EVERY RIGHT TO CHANGE
YOUR VOTE SIMPLY BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE
PROXY CARD OR CARDS. THIS WILL CANCEL YOUR EARLIER VOTE SINCE ONLY
YOUR LATEST DATED PROXY CARD OR CARDS WILL COUNT AT THE SPECIAL
MEETING.
If you own shares in the name of a brokerage firm, only your
broker can vote your shares on your behalf and only after
receiving your specific instructions. Please call your broker and
instruct him or her to execute a BLUE proxy card or cards on your
behalf. You should also promptly sign, date and mail your BLUE
proxy card or cards when you receive it or them from your broker.
Please do so for each separate account you maintain.
You should return your BLUE proxy card or cards at once to ensure
that your vote is counted. This will not prevent you from voting
in person at the meeting should you attend.
If you have any questions or need assistance in voting your
shares, please call D.F. King & Co., Inc., which is assisting us,
toll free at 1-800-628-8538.
__________________________________________________________________
Appendix to EDGAR Filing Preliminary Form of Proxy for Common
Stock
(A Blue Card)
- ------------------------------------------------------------------
Preliminary Copy
WESTMORELAND COAL COMPANY
PROXY SOLICITED BY THE COMMITTEE TO ENHANCE SHARE VALUE
COMMON STOCK
SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS - MAY
12, 1999
The undersigned hereby appoints Frank E. Williams, Jr., Nelson
Obus and Bentley Offutt (the "Proxy Committee"), and each of them,
with the power of substitution, proxies for the undersigned and
authorizes them to represent and vote all of the shares of stock
of the Company which the undersigned may be entitled to vote at
the Special Meeting of Shareholders to be held on May 12, 1999
(the "Meeting"), and at any adjournments, postponements,
rescheduling or continuations thereof, as indicated on the reverse
side of this card with respect to Proposal 1 and with
discretionary authority as to any other matters that may properly
come before the Meeting, in accordance with and as described in
the Proxy Statement for the Meeting.
PROXIES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1, AND ON ANY OTHER MATTERS WHICH
MAY COME BEFORE THE MEETING AT THE DISCRETION OF THE PROXY
COMMITTEE.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE
- ------------------------------------------------------------------
THE COMMITTEE RECOMMENDS A VOTE "FOR" PROPOSAL 1
IMPORTANT: TO BE SIGNED AND DATED ON THE REVERSE SIDE
- ------------------------------------------------------------------(Reverse
of Proxy) Please check appropriate box
PROPOSAL 1. AUTHORITY TO VOTE FOR [ ] WITHHOLD AUTHORITY TO VOTE FOR [ ]
Westmoreland Committee to Enhance Share Value Nominees as At-large
Directors:
Nelson Obus R. Bentley Offutt Matthew S.Sakurada
Robert A. Fowler William J. Sim
If you wish to withhold authority to vote for one of the above,
you may do so by circling his name.
Signature(s) _______________________________ Date _______________
Signature(s) _______________________________ Date _______________
PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR ABOVE. JOINT
OWNERS SHOULD EACH SIGN PERSONALLY. If signing as attorney,
executor, administrator, trustee, or guardian, please include your
full title. Corporate proxies should be signed by an authorized
officer. if a partnership, please sign in partnership name by an
authorized partner.
Preliminary Form of Proxy for Depositary Shares
(A Blue Card)
Preliminary Copy
WESTMORELAND COAL COMPANY
PROXY SOLICITED BY THE COMMITTEE TO ENHANCE SHARE VALUE
DEPOSITARY SHARES
SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS - MAY 12, 1999
The undersigned hereby appoints Frank E. Williams, Jr., Nelson
Obus and Bentley Offutt (the "Proxy Committee"), and each of them,
with the power of substitution, proxies for the undersigned and
authorizes them to represent and vote all of the shares of stock
of the Company which the undersigned may be entitled to vote at
the Special Meeting of Shareholders to be held on May 12, 1999
(the "Meeting"), and at any adjournments, postponements,
rescheduling or continuations thereof, as indicated on the reverse
side of this card with respect to Proposal 2 and with
discretionary authority as to any other matters that may properly
come before the Meeting, in accordance with and as described in
the Proxy Statement for the Meeting.
PROXIES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSAL 2, AND ON ANY OTHER MATTERS THAT
MAY COME BEFORE THE MEETING AT THE DISCRETION OF THE PROXY
COMMITTEE.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE
- ------------------------------------------------------------------
THE COMMITTEE RECOMMENDS A VOTE "FOR" PROPOSAL 2
Proposal 2. AUTHORITY TO VOTE FOR [ ] WITHHOLD AUTHORITY TO VOTE FOR [ ]
Westmoreland Committee to Enhance Share Value Nominees as
Preferred Stock (Depository Share) Directors Guy O. Dove, III
Frank E. Williams, Jr.
If you wish to withhold authority to vote for one of the above,
you may do so by circling his name.
Signature(s) _______________________________ Date _______________
Signature(s) _______________________________ Date _______________
PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR ABOVE. JOINT
OWNERS SHOULD EACH SIGN PERSONALLY. If signing as attorney,
executor, administrator, trustee, or guardian, please include your
full title. Corporate proxies should be signed by an authorized
officer. if a partnership, please sign in partnership name by an
authorized partner.
