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):
July 1, 1999
WESTMORELAND COAL COMPANY
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-752 23-1128670
-------- ----- ----------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or Number Identification No.)
organization)
2 North Cascade Avenue, 14th Floor, Colorado Springs, Colorado 80903
- -------------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 719-442-2600
------------
Item 5. Other Events
The Company announced today that it expects to conduct an additional tender
offer at $19 per depositary share for approximately 600,000 shares, the amount
by which its tender offer earlier this year was oversubscribed.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.11 -- Press release dated July 1, 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: July 1, 1999 /s/ Robert J. Jaeger
--------------------------
By: Robert J. Jaeger
Senior Vice President-Finance
and Treasurer
<PAGE 1>
Exhibit 99.11
-------------------------
Westmoreland To Conduct
Additional Tender Offer
In Response To
Previous Oversubscription
-------------------------
Colorado Springs, CO -- July 1, 1999 -- Westmoreland Coal Company (AMEX: WLB,
WLB_p) announced today that it expects to conduct an additional tender offer at
$19 per depositary share for approximately 600,000 shares, the amount by which
its tender offer earlier this year was oversubscribed. That tender offer was
conducted pursuant to a settlement agreement entered into with the Official
Committee of Equity Security Holders, the United Mine Workers of America
("UMWA"), and certain UMWA health benefit and pension plans that facilitated
Westmoreland's dismissal from Chapter 11, but which limited the tender offer to
$20 million (or 1,052,631 shares at $19 per share) and prohibited further
distributions of any kind to shareholders through yesterday, June 30, 1999. Each
depositary share represents one quarter of a share of the Company's Series A
Convertible Exchangeable Preferred Stock.
The schedule and details of the tender offer have not been finalized, but it is
the Company's intention to commence the tender offer as soon as practicable. On
June 30, the depositary shares closed at $18-1/4 per share.
The Westmoreland Board considers resolution of issues related to future
preferred stock dividends and accumulated but unpaid preferred dividends a
priority in the continued revitalization of the Company. The oversubscription of
the earlier tender offer indicates that depositary shareholders wished to tender
a significant number of additional shares under the terms of that offer. The
Company wants to accommodate this demand and believes that doing so benefits its
other shareholders by reducing the overhang of existing accumulated but unpaid
preferred dividends and future quarterly dividends on an attractive economic
basis.
Going forward, the Board will continue to review the payment of preferred
dividends and accumulated but unpaid preferred dividends as it evaluates the
business opportunities available to the Company. The Board's highest priority
will continue to be increasing value for all shareholders. In light of these
considerations, the additional tender offer is the only action the Company
intends to take with respect to preferred dividends and accumulated but unpaid
preferred dividends at this time, and it appears that in the near term most
other available cash should be used for reinvestment rather than distributed in
order to enhance the long-term value of the Company for all shareholders and
maintain compliance with the Master Agreement. The tender offer will be in lieu
of the resumption of preferred dividends or payment of accumulated but unpaid
preferred dividends at this time.
<PAGE 2>
The Company is subject to continuing financial ratio tests, the payment of
retiree health benefits and other obligations pursuant to the Master Agreement
as well as to provisions of Delaware law applicable to a corporation's payment
of dividends. The Company's obligations under the Master Agreement are secured
by a declining balance contingent note through 2005 under the terms of that
agreement.
Westmoreland Coal Company, headquartered in Colorado Springs, Colorado, emerged
from Chapter 11 on January 4, 1999 satisfying all debt obligations with interest
and with its shareholders' interests undiluted. The Company 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.
# # #
For further information contact Diane Jones (719) 448-5814
