As filed with the Securities and Exchange Commission on March 12, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Westmoreland Coal Company
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(Exact name of registrant as specified in its charter)
Delaware 23-1128670
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(State of incorporation or organization) (I.R.S. employer identification no.)
14th Floor, 2 North Cascade Avenue Colorado Springs, CO 80903
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(Address of principal executive offices) (Zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant toSection 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to
which this form relates:_________________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is
to be so registered to be registered
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Common Stock, par value $2.50 per share American Stock Exchange
Depositary Shares, each representing one American Stock Exchange
quarter of a share of Series A
Convertible Exchangeable
Preferred Stock
Preferred Stock Purchase Rights American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
This Form 8-A is being filed in connection with the application by
Westmoreland Coal Company ("Westmoreland" or the "Company") to list its common
stock, par value $2.50 per share, and the associated preferred stock purchase
rights (the "Common Stock"), and its depositary shares ("Depositary Shares"),
each representing one quarter of a share of its Series A Convertible
Exchangeable Preferred Stock, par value $1.00 per share ("Series A Preferred
Stock"), liquidation preference equal to $25 per Depositary Share, on the
American Stock Exchange.
The description of the Common Stock is incorporated herein by reference
to the provisions of the Company's Registration Statement on Form S-2,
Registration No. 33-47872, captioned "Description of Capital Stock."
The description of the preferred stock purchase rights is incorporated
herein by reference to Item 1 of the Form 8-A filed by the Company on February
1, 1993.
The description of the Depositary Shares is incorporated herein by
reference to the provisions of the Company's Registration Statement on Form S-2,
Registration No. 33-47872, captioned "Description of the Preferred Stock,"
"Description of the Depositary Shares," "Description of the Exchange
Debentures," and "Description of Capital Stock."
Item 2. Exhibits.
The following Exhibits filed by the Company are hereby incorporated by
reference and made a part hereof:
(a) Restated Certificate of Incorporation, filed with the Office of the
Secretary of State of Delaware on February 21, 1995. Reference is hereby
made to Exhibit 3(a) to Westmoreland's 10-K for 1994, which Exhibit is
incorporated herein by reference.
(b) Bylaws, as amended on January 26, 1999. Reference is hereby made to Exhibit
3(b) to Amendment No. 1 to Westmoreland's Form 10-K for 1998, which Exhibit
is incorporated herein by reference.
(c) Form of Indenture between Westmoreland and Fidelity Bank, National
Association, as Trustee relating to the Exchange Debentures. Reference is
hereby made to Exhibit 4.1 to Westmoreland's Registration Statement on Form
S-2, Registration No. 33-47872, filed May 13, 1992, and Amendments 1
through 4 thereto, which Exhibit is incorporated herein by reference.
(d) Form of Exchange Debenture. Reference is hereby made to Exhibit 4.2 to
Westmoreland's Registration Statement on Form S-2, Registration No.
33-47872, filed May 13, 1992, and Amendments 1 through 4 thereto, which
Exhibit is incorporated herein by reference.
(e) Form of Deposit Agreement among Westmoreland, First Chicago Trust Company
of New York, as Depository and the holders from time to time of the
Depositary Receipts. Reference is hereby made to Exhibit 4.3 to
Westmoreland's Registration Statement on Form S-2, Registration No.
33-47872, filed May 13, 1992, and Amendments 1 through 4 thereto, which
Exhibit is incorporated herein by reference.
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(f) Specimen certificate representing the common stock of Westmoreland.
Reference is hereby made to Exhibit 4(c) to Westmoreland's Registration
Statement on Form S-2, Registration No. 33-1950, filed December 4, 1985,
which Exhibit is hereby incorporated herein by reference.
(g) Specimen certificate representing the Preferred Stock. Reference is hereby
made to Exhibit 4.6 to Westmoreland's Registration Statement on Form S-2,
Registration No. 33-47872, filed May 13, 1992, and Amendments 1 through 4
thereto, which Exhibit is incorporated herein by reference.
(h) Form of Depositary Receipt. Reference is hereby made to Exhibit 4.7 to
Westmoreland's Registration Statement on Form S-2, Registration No.
33-47872, filed May 13, 1992, and Amendments 1 through 4 thereto, which
Exhibit is incorporated herein by reference.
(i) Rights Agreement, dated as of January 28, 1993, between Westmoreland Coal
Company and First Chicago Trust Company of New York. Reference is hereby
made to Exhibit 4 to Westmoreland's Form 8-K filed February 1, 1993, which
Exhibit is incorporated herein by reference.
(j) Master Agreement, dated as of January 4, 1999, between Westmoreland Coal
Company, Westmoreland Resources, Inc., Westmoreland Energy, Inc.,
Westmoreland Terminal Company, and Westmoreland Coal Sales Company, the
UMWA 1992 Benefit Plan and its Trustees, the UMWA Combined Benefit Fund and
its Trustees, the UMWA 1974 Pension Trust and its Trustees, the United Mine
Workers of America, and the Official Committee of Equity Security Holders
in the chapter 11 cases of Westmoreland Coal and certain of its
subsidiaries. Reference is hereby made to Exhibit No. 99.2 to
Westmoreland's Form 8-K filed on February 5, 1999, which Exhibit is
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Westmoreland Coal Company
Date: March 12, 1999
By: /s/ Robert J. Jaeger
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Name: Robert J. Jaeger
Title: Senior Vice President of
Finance and Treasurer