WESTMORELAND COAL CO
8-A12B, 1999-03-12
BITUMINOUS COAL & LIGNITE MINING
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     As filed with the Securities and Exchange Commission on March 12, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    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
                            -------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                 23-1128670
               --------                                 ----------
(State of incorporation or organization)    (I.R.S. employer identification no.)


14th Floor, 2 North Cascade Avenue   Colorado Springs, CO           80903
- ---------------------------------------------------------           -----
        (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
- ----------------------------------------          ------------------------------
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
- ----------------------------------------          ------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

- --------------------------------------------------------------------------------
                                (Title of class)

<PAGE 2>


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.

<PAGE 3>

(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.



<PAGE 4>



                                    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
                                           -----------------------------
                                       Name:   Robert J. Jaeger
                                       Title:  Senior Vice President of
                                               Finance and Treasurer



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