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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 2)
WESTMORELAND COAL COMPANY
(Name of the Issuer and Person Filing Statement)
DEPOSITARY SHARES, EACH REPRESENTING ONE QUARTER OF
A SHARE OF SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
(Title of Class of Securities)
960878 30 4
(CUSIP Number of Class of Securities)
THEODORE E. WORCESTER
SENIOR VICE PRESIDENT OF LAW AND ADMINISTRATION
AND GENERAL COUNSEL
WESTMORELAND COAL COMPANY
2 NORTH CASCADE, 14TH FLOOR
COLORADO SPRINGS, COLORADO 80903
(719) 442-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
Please Address a Copy of All Communications to:
<TABLE>
<S> <C>
MICHAEL J. LEVITIN ROBERT M. CHILSTROM
WINTHROP, STIMSON, PUTNAM & ROBERTS ERIC J. FRIEDMAN
1133 CONNECTICUT AVENUE, NW SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
WASHINGTON, D.C. 20036 919 THIRD AVENUE
(202) 775-9800 NEW YORK, N.Y. 10022
(212) 735-3000
</TABLE>
______________________________
MARCH 10, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------- --------------------
$19,999,989* $4,000.00**
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $4,000.00 Filing Party: N/A
Form or Registration Nos.: N/A Date Filed: N/A
*Assumes purchase of 1,052,631 depositary shares at $19.00 per share.
**Calculated based on the transaction value multiplied by one-fiftieth of one
percent.
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This Amendment No. 2 amends the Issuer Tender Offer Statement on Schedule
13E-4 initially filed on March 10, 1999 (as amended, the "Schedule 13E-4") by
Westmoreland Coal Company, a Delaware corporation (the "Company"), relating to
the Company's offer to purchase up to 1,052,631 Depositary Shares, each
representing one quarter of a share of Series A Convertible Exchangeable
Preferred Stock of the Company. Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings given such
terms in the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended as follows:
Under the terms of the Offer, the Offer was to expire at 12:00 midnight,
New York City Time, on April 6, 1999. As of April 6, 1999, approximately
1,591,000 Depositary Shares were properly tendered and not withdrawn pursuant to
the Offer. By press release dated April 6, 1999, the Company extended the
Expiration Date of the Offer to 5:00 pm, New York City time, on April 7, 1999.
Accordingly, references to the "Expiration Date" in the Offer to Purchase shall
be deemed to be references to 5:00 pm, New York City time, on April 7, 1999.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9(a) is hereby amended to add the following: Press release issued by
the Company on April 6, 1999 (Exhibit 99.J).
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 7, 1999
WESTMORELAND COAL COMPANY
By: /s/ Robert J. Jaeger
-----------------------------
Name: Robert J. Jaeger
Title: Senior Vice President of Finance and
Treasurer
3
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INDEX TO EXHIBITS
PAGE IN
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED COPY
- ------- ----------------------------------------------------- -------------
99.J Press Release issued by the Company on April 6, 1999.
4
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[Westmoreland Coal Company Logo]
news release
Westmoreland Coal Company 2 N. Cascade Ave., 14th Floor
(719) 442-2600 - Telephone Colorado Springs, CO 80903
(719) 448-5824 - Fax
----------------------------------
Tender Offer For Depositary Shares
Extended Until
5:00 PM New York City Time
April 7, 1999
----------------------------------
Colorado Springs, CO -- April 6, 1999 -- Westmoreland Coal Company (OTC
Bulletin Board: WMCL) announced that due to today's technical difficulties
with the Depository Trust Company's Automated Tender Offer Program ("ATOP"),
the Company's tender offer for up to 1,052,631 of its outstanding depositary
shares, each representing one quarter of a share of Series A Convertible,
Exchangeable Preferred Stock, at $19.00 per depositary share has been extended
until 5:00 pm New York City Time, April 7, 1999.
The Company also reported that as of close of business today, approximately
1.59 million depositary shares had been tendered and not withdrawn.
# # #
For further information contact Diane Jones (719) 442-2600
