UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Westmoreland Coal Company
_______________________________________________________________
(Name of Issuer)
Common Stock, par value $2.50 per share
_______________________________________________________________
(Title of Class of Securities)
960878106
_______________________________________________________________
(CUSIP Number)
Frank E. Williams, Jr.
2789-B Hartland Road
Falls Church, Virginia 22043
(703) 641-4612
________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 1, 2000
________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 960878106
1 NAME OF REPORTING PERSON Frank E. Williams, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- ----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
7 SOLE VOTING POWER
271,643
-------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 271,643
REPORTING -------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
271,643
----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.20%
----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
1. NAME OF REPORTING PERSON Guy Orlando Dove, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
----------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF, AF
----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
----------------------------------------------------------------
7 SOLE VOTING POWER
256,411
--------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 10,000
BENEFICIALLY --------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 256,411
REPORTING
PERSON *--------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
266,411
----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) |_|
----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.14%
----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN,AF
<PAGE>
1 NAME OF REPORTING PERSON Wynnefield Partners Small Cap
Value L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3688497
----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
----------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------
7 SOLE VOTING POWER
244,453
-------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 244,453
REPORTING
PERSON -------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
244,453
----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) |_|
----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.88%
----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
1 NAME OF REPORTING PERSON Wynnefield Partners Small Cap
Value L.P. I
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3953291
----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
----------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------
7 SOLE VOTING POWER
322,847
-------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 322,847
REPORTING
PERSON -------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
322,847
----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.80%
----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
1 NAME OF REPORTING PERSON Wynnefield Small Cap Value
Offshore Fund Ltd
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
---------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
---------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
---------------------------------------------------------------
7 SOLE VOTING POWER
132,700
-------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 132,700
PERSON -------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
132,700
----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.56%
----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
AS TO ALL REPORTING PERSONS:
This amendment to Schedule 13D is filed to update information as
to the Group filing that Schedule. Except as amended hereby, the
responses to the Items of the Schedule as previously reported
remain in effect.
Mr. R. Bentley Offutt has ceased to be a member of the Group.
Item 1. Security and Issuer.
This Statement relates to shares of common stock, par value
$2.50 per share (the "Shares"), of Westmoreland Coal Company, a
Delaware corporation (the "Issuer"). Included as shares of
common stock owned in the figures set forth, except where
specifically noted otherwise, are the equivalent number of
common shares into which Depository Shares of Series
A Convertible Exchangeable Preferred Stock, $1 par value per
Preferred Share are convertible. Each Depository Share is
convertible into approximately 1.7078 shares of Common Stock.
The percentages of Common Stock owned have been calculated by
dividing: (1) the number of Common shares thus calculated by
(2) the number of outstanding shares of Common Stock as shown
on the issuer's most recent Form 10-Q.
The aggregate number of shares beneficially owned by the
members of the Group identified in this filing is 1,228,054, or
14.47% of the common stock as calculated above (8,485,558
shares).
The response to this Item 1 is applicable to and incorporated
by reference into the response of each reporting person set forth
below.
Item 4. Purpose of Transaction.
The reporting persons (the "Group") have decided to work
together to enhance shareholder value.
The Group does not plan to acquire additional securities or
dispose of securities presently owned. However, each member of
the Group reserves the right to acquire additional securities or
dispose of securities as market conditions may warrant.
The response to this Item 4 is applicable to and
incorporated by reference into the response of each reporting
person set forth below.
INFORMATION ABOUT EACH REPORTING PERSON FOLLOWS:
AS TO FRANK E. WILLIAMS, JR.:
Item 1. Security and Issuer. See Item 1 under "As to All
Reporting Persons" above.
Item 2. Identity and Background. No change from previous
filing.
Item 3. Source and Amount of Funds or Other Consideration
Since previously reported, the Williams Family Partnership
has purchased 34,500 common shares and 1,000 Depositary
Shares with funds from its margin account.
Item 4. Purpose of Transaction. See Item 4 under "As to All
Reporting Persons" above.
Item 5. Interest in Securities of the Issuer
See the Cover Page for information concerning the number and
percentage of the outstanding shares beneficially owned by Mr.
Williams. Of the 271,643 shares shown as being beneficially
owned by Mr. Williams, 245,500 shares are actually Common
Stock and the remaining 26,143 shares are the calculated
equivalent number of shares of Common Stock obtainable from
the 15,308 Depository Shares which he owns.
Of the Common shares beneficially owned by Mr. Williams, he owns
directly 10,000 shares, 21,000 shares are owned by his wife,
Billie Z. Williams, 40,000 shares by his father (for whom Mr.
Williams has power of attorney as to the shares), F. Everett
Williams, 169,500 shares by the William Family Limited
Partnership, a Virginia entity, of which Mr. Williams is the
general partner, 5,000 shares by the Williams Family Foundation,
a Virginia charitable entity, of which Mr. Williams is the
president. 1,506 of the Depository shares are owned by
F. Everett Williams and 13,802 by the Williams Family Limited
Partnership.
Neither Mr. Williams nor any of the persons or entities has
had any transactions in the securities in the past 60 days.
<PAGE>
AS TO GUY ORLANDO DOVE, III
Item 1. Security and Issuer. See Item 1 under "As to All
Reporting Persons" above.
Item 2. Identity and Background. No change from previous
filing.
Item 3. Source and Amount of Funds or Other Consideration
Since previously reported, Mr. Dove has purchased 31,000 common
shares from his personal funds and Pinnacle Oil Company has
purchased 5,000 common shares from its working capital.
Item 4. Purpose of Transaction. See Item 4 under "As to All
Reporting Persons" above.
Item 5. Interest in Securities of the Issuer
See the Cover Page for information concerning the number and
percentage of the outstanding shares beneficially owned by Mr.
Dove. The 10,000 shares shown as being beneficially owned by
Mr. Dove through shared voting power are owned by his adult
children, Guy O. Dove, IV and Hilary P. Dove. Of the 256,411
shares over which Mr. Dove has sole voting power, 215,000
are Common shares owned directly by him, 17,288 shares are the
calculated equivalent number of shares of Common Stock obtainable
from the 10,123 Depository shares owned directly by him, 19,000
shares are Common Stock owned by Pinnacle Oil Company and 5,123
are the calculated equivalent number of shares of Common Stock
obtainable from the 3,000 Depository shares owned by Pinnacle.
Pinnacle Oil Company purchased 500 common shares on January 6,
2000, 3,900 common shares on January 7, 2000 and 600 common
shares on January 10, 2000, all at 3-1/8 per share.
AS TO WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. I, WYNNEFIELD
PARTNERS SMALL CAP VALUE L.P., AND WYNNEFIELD SMALL CAP OFFSHORE
FUND LTD:
Item 1. Security and Issuer. See Item 1 under "As to All
Reporting Persons" above.
Item 2. Identity and Background. No change from previous
filing.
Item 3. Source and Amount of Funds or Other Consideration.
Since previously reported, Wynnefield Partners Small Cap Value,
LP ("Partnership") purchased 2,200 shares of common, Wynnefield
Partners Small Cap Value, LP1 ("Partnership 1") purchased 2,900
shares of common, and Wynnefield Partners Small Cap Value
Offshore Fund, Ltd. ("Offshore Fund") purchased 1,000 shares of
common. Each entity purchased the shares from its working
capital. In addition, each entity sold all of its remaining
Depositary shares to the Issuer pursuant to the Issuer's second
tender offer for such shares, in October 1999.
Item 4. Purpose of Transaction. See Item 4 under "As to All
Reporting Persons" above.
Item 5. Interest in Securities of the Issuer.
(a) The information concerning the number, percentages of, and
nature of beneficial ownership of shares owned by each of the
entities contained on the cover sheet of this filing for each
entity, is incorporated herein by reference.
(b) Mr. Nelson Obus controls each of the entities (see previous
filings) and, as such, has sole voting and investment control
over all shares owned by the entities.
(c) Neither Mr. Obus nor the entities has had any transactions
in the Issuer's securities during the past 60 days.
AS TO ALL MEMBERS OF THE GROUP INCLUDED IN THIS FILING:
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Other than the understanding that each person or entity
named in Item 2 of the above schedules will direct their votes
to elect a new board of directors which will be selected by
consensus, there are no contracts, understandings or
relationships with respect to securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None
SIGNATURES
After reasonable 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.
Date: March 1, 2000 /S/Frank E. Williams, Jr.
__________________________
Frank E. Williams, Jr.
Date: March 1, 2000 /S/Guy O. Dove, III
___________________________
Guy O. Dove, III
Date: March 1, 2000 WYNNEFIELD PARTNERS SMALL CAP
VALUE L.P. I
By: WYNNEFIELD CAPITAL
MANAGEMENT, LLC.
as general partner
By: /S/ NELSON OBUS
---------------
Nelson Obus
Managing Member
Date: March 1 2000 WYNNEFIELD PARTNERS SMALL CAP
VALUE L.P.
By: WYNNEFIELD CAPITAL
MANAGEMENT, LLC,
as general partner
By: /S/ NELSON OBUS
---------------
Nelson Obus
Managing Member
Date: March 1, 2000 WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND LTD
By: WYNNEFIELD CAPITAL, INC.,
as general partner
By: /S/ NELSON OBUS
---------------
Nelson Obus
President
