SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
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WESTMORELAND COAL COMPANY
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(Name of Registrant as Specified In Its Charter)
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Westmoreland Announces Results of Tender Offer;
Confirms May 12, 1999 Shareholder Meeting Date
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Colorado Springs, CO - April 8, 1999 -- Westmoreland Coal Company (OTC Bulletin
Board: WMCL) announced the results of its tender offer for up to 1,052,631 of
its 2,300,000 outstanding depositary shares, each representing one quarter of a
share of Series A Convertible Exchangeable Preferred Stock, at $19.00 per
depositary share. The tender offer expired at 5:00 pm April 7, 1999. 1,683,903
depositary shares were tendered in response to the offer. Westmoreland has
accepted for payment (and thereby purchased) 1,052,631 depositary shares and
paid First Chicago Trust Company of New York, the depositary for the tender
offer (the "Depositary"), $19,999,989 in full payment for the shares purchased
in the offer. Because the number of shares tendered exceeded the maximum number
of shares offered to be purchased by the Company, a proration factor of
approximately 62.5% will be applied to all shares tendered. As a result,
shareholders who tendered shares can expect to have approximately 62.5% of the
shares they tendered accepted for purchase. Holders of depositary shares
tendered and accepted will receive payment as soon as practicable from the
Depositary. Shares not accepted due to the proration will be promptly returned
to the holders.
The Company also reported that, because of the one day extension of the tender
offer necessitated by technical difficulties with the Depository Trust Company's
Automated Tender Offer Program previously reported, the date for Westmoreland's
shareholders' meeting has been rescheduled from May 11 to May 12, 1999. The
change in meeting date was necessary in order to remain in compliance with the
Master Agreement among the Company, certain of its subsidiaries, the UMWA Health
and Benefit Funds, the UMWA and the Official Committee of Equity Security
Holders, which facilitated the dismissal of the Company's bankruptcy case.
Certain information required by the Rules of the Securities and Exchange
Commission ("SEC")
Westmoreland Coal Company (the "Company") and the following Directors of the
Company may be deemed to be participants in the Company's solicitation of
proxies for its upcoming meeting of stockholders: Pemberton Hutchinson, William
R. Klaus, Thomas W. Ostrander, Christopher K. Seglem, Edwin E. Tuttle, Robert E.
Killen and James W. Sight. Employee participants may include Gregory M. Daniels
(Vice President Human Resources and President, Virginia Division of the Company)
Paul W. Durham (Assistant General Counsel and Assistant Secretary), Charles H.
Finkenstadt, Jr. (Corporate Secretary), R. Page Henley, Jr. (Senior Vice
President, Acquisitions and Development and Government Affairs, President
Westmoreland Coal Sales Company), Robert J. Jaeger (Senior Vice President of
Finance and Treasurer), Diane S. Jones (Manager, Business Development &
Corporate Relations), Larry W. Mikkola (Controller of the Company and Vice
President Westmoreland Resources), Christopher K. Seglem (Chairman of the Board,
President and Chief Executive Officer), and Theodore E. Worcester (Senior Vice
President of Law and Administration, General Counsel and Assistant Secretary).
Subsidiary Director participants may include Clyde Joseph Presley and Ronald W.
Stucki. Subsidiary employee participants may include Edward J. Demeter (Vice
President - Distribution, Westmoreland Coal Sales), W. Michael Lepchitz
(President and General Counsel, Westmoreland Energy, Inc.), David W. Simpson
(President, Westmoreland Resources, Inc.) and Gregory S. Woods (Executive Vice
President, Westmoreland Energy, Inc.). The above named individuals collectively
beneficially own approximately 1,536,078 shares, or approximately 21.0% of the
Company's outstanding common stock (excluding shares of common stock that may be
obtained upon conversion of the Company's Depositary Shares). Such individuals
also collectively beneficially own approximately 48,650 Depositary Shares, or
approximately 2.1% of the outstanding Depositary Shares, which are convertible
into 83,094 shares of the Company's common stock. For a description of certain
other interests of the foregoing individuals, please see the Company's
preliminary proxy statement for the upcoming stockholders meeting filed with the
Securities and Exchange Commission on April 1, 1999.
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For further information contact Diane Jones (719) 442-2600
