UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14A
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material
Pursuant to Rule 14a-11(c) or Rule 14a-12
WESTMORELAND COAL COMPANY
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
<PAGE>
Westmoreland Committee to Enhance Share Value
2789-B Hartland Road
Falls Church, VA 22043
(703) 641-4612
Fellow Depositary Shareholder:
I am enclosing revised soliciting material concerning
our Committee's request for your Consent to the removal
of the present Depositary/Preferred Share directors of
Westmoreland Coal Company. The primary reason for our
providing you this revised material is to furnish you
a new Consent form which provides means by which you
can withhold authority to remove either or both of the
present directors and to elect either or both of our
nominees.
While I believe that this new Consent form is confusing
and not really suited to the corporate action which we
are seeking, a 1982 Federal court case held that the
proxy rules of the Securities and Exchange Commission
require such a choice in consent solicitations, and the
Commission's staff has required that we provide you this
new Consent form if we are to go forward with the
solicitation.
Therefore, if you wish to consent to the corporate action
which we are seeking - the removal of the present
Depositary/Preferred Share directors and their replacement
by our nominees - it is necessary that you date and sign
the new Consent form.
Sincerely,
/s/ Frank E. Williams, Jr.
FRANK E. WILLIAMS, JR.
Chairman
<PAGE>
REQUEST FOR CONSENT
of the holders of Depositary Shares of
Westmoreland Coal Company
solicited by
WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
The enclosed Consent to Corporate Action is solicited on behalf of the
Westmoreland Committee to Enhance Share Value. The purpose of our
solicitation is to obtain the consents of the persons holding a
majority of the outstanding Depository Shares to remove the two
Preferred Stock directors now sitting on the board of directors of
Westmoreland Coal Company and replace them with the two persons named
later in in this document. The Committee is a direct outgrowth of the
experience of one of its members who served as co-chairman of the
Official Committee of Equity Security Holders in 1998 and 1999 while
the Company was under the jurisdiction of the Federal Bankruptcy Court.
Based on that experience and on observations of subsequent corporate
results, the members of the Committee believe that the present
Preferred Stock directors should be replaced.
According to the Company's proxy statement used in connection with the
June 2000 annual meeting of stockholders, there were 834,833 Depositary
Shares outstanding on April 10, 2000. The Committee believes that remains
as the number now outstanding. In order for the replacement of directors
to become effective, holders of a majority of those Shares must consent
to this action.
It is anticipated that this Request for Consents and Consent to
Corporate Action will be mailed to selected shareholders on or about
August 22, 2000.
CONSENT SOLICITATION
The Company offered and sold in an underwritten public offering, utilizing a
Prospectus dated July 1, 1992, two million three hundred thousand Depositary
Shares. After two tender offers by the Company in 1999, the number of
Depositary Shares was reduced to the 834,833 shares now outstanding.
Each Depositary Share represents and is essentially equivalent to one
quarter of a share of the Company's Series A Convertible Exchangeable
Preferred Stock. The Certificate of Designation setting forth the terms
of the Preferred Stock, which has been incorporated into the Company's
Certificate of Incorporation, provides that any Preferred Stock Director
may be removed by the vote of the holders of record of a majority of the
outstanding shares of the Preferred Stock at a meeting called for such
purpose. Delaware law provides that any action which may be taken at a
meeting of stockholders may instead be taken by consent of the
stockholders entitled to take such action without a meeting and
without prior notice and without a vote. The law also provides, in
effect, that the consents must be dated, signed and presented to the
Company within 60 days after the record date, which has been set by the
Company as July 19, 2000. Pursuant to that law, the Committee is seeking
your CONSENT to corporate action without a meeting. The corporate action
to be taken by the Depositary shareholders is to remove the Preferred
share directors and replace them with the Committee's Preferred share
nominees. In order for the consents to be effective, we must obtain
consents covering a majority of the outstanding Preferred shares on
the record date,
THE COMMITTEE'S NOMINEES
Information about the Committee's nominees follows. Each nominee has
consented to being named as such and to serve as a Preferred Share
director if the required consents are obtained. Neither of the nominees
nor any of their associates has any arrangement or understanding with any
person with respect to future employment with the Company nor with respect
to any future transactions to which the Company or any of its affiliates
will be a party. Neither nominee is, or was within the past year, a party
to any contract, arrangements or understandings with any person with
respect to any securities of the Company, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or
the giving or withholding of proxies.
Guy O. Dove, III, age 63, is a Personal Investor, Washington, DC (since
1989). He also serves as Chairman of Pinnacle Oil Company (exploration
and production of natural gas and oil), with assets mainly in Oklahoma
(since 1972). Previously, Mr. Dove was Partner and Chief Investment
Officer, The Clarendon Group, London, UK, where he was responsible for
all facets of investment management of a $3 billion reinsurance group.
Prior positions included: First Vice President, Schroder Capital
Management, Inc., Washington, DC, and Bond Manager responsible for the
National Fixed Income Department, having more than $100 Million in funds
under management; Vice President, Equitable Trust Company, Baltimore, MD,
and Senior Bond Manager in the Pension Fund Department responsible for
fixed income portfolios, managing more than $400 Million in funds; and
Financial Consultant, Federal Energy Administration, Washington, DC
Projects with FEA included evaluating financial problems relating to
the electric utility industry and the impact of financial markets of
various policy options. Trinity College -- BA.
Frank E. Williams, Jr., age 66, is Founder, Chairman, and CEO of Williams
& Beasley Co. (steel erection), Dallas, TX (since 1996). He is also
Chairman of Williams Enterprises of Georgia, Inc. (steel fabrication
and erection of structural steel and miscellaneous iron) and its five
subsidiaries, Atlanta, GA (since 1967). He served as Co-Chairman of the
Westmoreland Official Committee of Equity Security Holders (June 1998 to
February 1999). Previously, he was President, CEO, and Chairman, of
Williams Industries, Inc. (construction services), Falls Church, VA
(1961 to 1995). He also served as a Director and Chairman of the Board,
Capital Bank NA, Washington, DC. Georgia Institute of Technology --
Bachelor of Civil Engineering.
THE WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
The Committee is an outgrowth of the Official Committee of Equity
Security Holders (the "Equity Committee") that was formed on June 29,
1998, when the Office of the United States Trustee granted certain
shareholders' request to appoint a committee to represent the rights
and interests of common and preferred shareholders. Following the
dismissal of the bankruptcy case, the Equity Committee was dissolved
February 4, 1999. In early March 1999, three of the former members
of the Equity Committee, Frank E. Williams, Jr., Nelson Obus, and R.
Bentley Offutt joined with a fourth shareholder, Guy O. Dove III, to
form the Westmoreland Committee to Enhance Share Value. Messrs. Offutt
and Obus have since resigned as members of the Committee and are not
involved in this solicitation. In July 2000, Dr. Stephen D. Rosenbaum
joined with Messrs.. Williams and Dove to constitute the present
Committee. More detailed information about each of the Committee
members is set forth below.
Frank E. Williams, Jr., 2789 Hartland Road, Falls Church, VA 22043. His
principal occupation is Chairman of the Board of Williams Enterprises
of Georgia, whose principal business is steel construction and whose
address is 1285 Hawthorne Ave., P.O. Box 756, Smyrna, GA 30081. Mr.
Williams beneficially owns, directly and indirectly, 255,400 shares of
Common Stock and 19,458 Depository Shares. Mr. Williams owns no shares
of stock of record which he does not also beneficially own. Certain of
the shares set forth as being beneficially owned by Mr. Williams are
owned by his wife, his recently deceased father's estate, a family
charitable foundation, and a family trust. No associates of Mr.
Williams, other than the members of the Committee and the family
members, own any of the Company's securities. Of these, shares have
been purchased during the past two years as follows:
DATE NUMBER OF SHARES TYPE OF SECURITY
---- ---------------- ----------------
July 27, 1998 4,000 Depositary
October 1, 1998 34,000 Depositary
May 10, 1999 1,000 Depositary
August 17, 1999 5,000 Common
August 19, 1999 1,000 Common
August 20, 1999 100 Common
August 23, 1999 800 Common
August 24, 1999 8,100 Common
August 26, 1999. 10,000 Common
August 27, 1999 500 Common
August 31, 1999 9,000 Common
On September 3, 1998, Mr. Williams sold 15,000 shares of
Common Stock. On April 14, 1999, he sold 23,692 Depositary
Shares pursuant to a tender offer made by the Company.
Guy O. Dove, III, 10 Jay Street, Middleburg, VA 20118. Mr. Dove's
occupation is Personal Investor and Chairman of the Board of Directors
of Pinnacle Oil Company of the same address, with assets mainly in
Oklahoma. Mr. Dove is the beneficial owner of 220,500 shares of Common
Stock and 18,923 Depositary Shares. He owns no Westmoreland securities
of record which he does not beneficially own. 200,000 shares of Common
Stock and 13,023 Depositary Shares are owned directly by him, and 20,500
shares of Common Stock and 5,900 Depositary Shares are owned by Pinnacle
Oil. Purchases by Mr. Dove directly or through Pinnacle during the last
two years are as follows:
DATE NUMBER OF SHARES TYPE OF SECURITY
---- ---------------- ----------------
October 28, 1998 35,000 Common
November 11, 1998 3,000 Common
November 12, 1998 1,000 Common
December 21, 1998 40,000 Common
January 13, 1999 5,000 Common
November 13, 1998 2,000 Depositary
April 14, 1999 1,000 Depositary
April 15, 1999 3,500 Depositary
April 28, 1999 1,125 Depositary
July 2, 1999 10,000 Common
July 8, 1999 5,000 Common
July 12, 1999 5,000 Common
August 2, 1999 6,000 Common
August 13, 1999 5,000 Common
January 6, 2000 500 Common
January 7, 2000 3,900 Common
January 10, 2000 600 Common
March 13, 2000 1,500 Common
March 13, 2000 200 Depositary
March 16, 2000 2,200 Depositary
March 31, 2000 900 Depositary
April 4, 2000 2,000 Depositary
May 4, 2000 200 Depositary
May 9, 2000 300 Depositary
As of April 14, 1999, he sold 9,377 Depositary Shares pursuant to
the Company's tender offer for such shares. Other than the associates set
forth above, no associates of Mr. Dove own any Westmoreland securities.
Dr. Stephen D. Rosenbaum, 817 N. Calvert St., Baltimore, MD 31202.
Dr. Rosenbaum is an orthopaedic surgeon practicing under his own name at
that address. He is the direct beneficial owner of 80,000 Depositary
shares, of which he purchased 30,000 shares in March 1999 and 17,000
shares in December 1998. He owns no shares of record which he does not
beneficially own. He owns no Common Shares of the Company, but the 80,000
Depositary Shares are convertible into 136,640 Common Shares. No associates
of Dr. Rosenbaum own any Westmoreland securities.
The Committee as a group directly and indirectly owns
475,900 shares of Common Stock and 118,481 Depositary Shares.
No member of the Committee nor any of their associates has
any arrangement or understanding with any person with respect
to future employment with the Company nor with respect to any
future transactions to which the Company or any of its
affiliates will be a party, except, of course, as the members
of the Committee itself intend to implement its plans as
outlined in this statement. No member of the Committee
is, or was within the past year, a party to any contract,
arrangements or understandings with any person with respect
to any securities of the Company, including, but not limited
to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding
of proxies.
EXECUTION - REVOCATION OF CONSENTS
All consents should be signed and dated by the record holder of
the shares consenting. Thus, if the share are held of record by a
person other than the beneficial owner, the beneficial owner should
instruct the record owner to date and execute the consent. A Consent
may be revoked at any time by delivering a later dated and signed
written revocation or Consent, executed by the record owner, to the
Committee at the address set forth under "How to Contact Us" later in
this document, or to the Corporate Secretary of the Westmoreland Coal
Company, 2 North Cascade Avenue, 14th Floor, Colorado Springs, Colorado
80903, or at any other address provided by the Committee or the Company.
No revocation or later-dated Consent will affect any action taken
pursuant to your Consent prior to such revocation.
SOLICITATION EXPENSES
In addition to the use of mails, consents will be solicited by
members of the Committee by telephone, telegram, and personal
solicitation, for which no compensation will be paid to those persons.
In addition, Ms. Shellyn McCaffrey will be engaged to help solicit
consents at an hourly fee, presently estimated to total approximately
$25,000. Banks, brokerage houses and other custodians, nominees and
fiduciaries may be requested to forward solicitation material to the
beneficial owners of Depositary Shares that such institutions hold of
record. The Committee will reimburse such institutions for their
reasonable out-of-pocket expenses.
The expense of preparing and mailing this and any other soliciting
material and the total expenditures relating to the solicitation of
proxies (including, without limitation, costs, if any, related to
advertising, printing, fees of attorneys, financial advisors,
solicitors, consultants, public relations, transportation, and
litigation) will be borne by the members of the Committee.
The Committee estimates that its total expenditures relating to
the solicitation of proxies will be approximately $50,000. Total cash
expenditures to-date relating to this solicitation have been
approximately $500. It is the Committee's position that its actions
with respect to the solicitation of consents, if successful, will
enhance the value of the Company for the benefit of its stockholders
and therefore presently intends to seek reimbursement from the Company
for its reasonable expenses in connection with this solicitation. The
Committee does not expect that such matter will be submitted to a vote
of security holders, unless required by law.
HOW TO CONTACT US
<TABLE>
<CAPTION>
To contract us:
<S> <C>
Frank Williams (703) 641-4612 (Tel)
(703) 641-9082 (Fax)
Guy Dove (540) 687-6351 (Tel)
(540) 687-6714 (Fax)
[email protected] (e-mail)
Shellyn McCaffrey (703) 739-9398 (Tel)
(703)739-5982 (Fax)
[email protected]
Mailing Address: Westmoreland Committee to Enhance Share Value
2789-B Hartland Road
Falls Church, VA 22043
</TABLE>
CONSENT PROCEDURES
IF YOU OWN AND HOLD DEPOSITARY SHARES REGISTERED IN YOUR
OWN NAME, PLEASE SIGN AND DATE ONE COPY OF THE ENCLOSED CONSENT
FORM AND RETURN IT TO THE COMMITTEE IN THE ENVELOPE PROVIDED.
IF, HOWEVER, YOU OWN DEPOSITARY SHARES, BUT YOUR STOCK
CERTIFICATE IS HELD FOR YOU BY A BROKERAGE FIRM, BANK, OR OTHER
INSTITUTION, IT IS VERY LIKELY THAT THE STOCK CERTIDCATE IS
ACTUALLY IN THE NAME OF SUCH INSTITUTION OR ITS NOMINEE. IF SO,
THAT INSTITUTION WILL EXECUTE A CONSENT FOR YOUR SHARES OF STOCK
ON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS, BUT NOT OTHERWISE.
ACCORDINGLY, IF YOU DO NOT ACTUALLY HOLD THE DEPOSITARY SHARES IN
YOUR OWN NAME, PLEASE SIGN AND DATE ONE COPY OF THE ENCLOSED
CONSENT AND RETURN IT TO THE COMMITTEE IN THE ENVELOPE PROVIDED,
AND SIGN AND DATE ONE COPY AND SEND TO THE PERSON RESPONSIBLE FOR
YOUR ACCOUNT AT SUCH ENTITY FOR EXECUTION BY THE RECORD OWNER OF
YOUR SHARES.
APPENDIX
(Form of Consent)
CONSENT SOLICITED BY THE WESTMORELAND COMMITTEE
TO ENHANCE SHARE VALUE
DEPOSITARY SHARES
CONSENTS WILL BE DELIVERED TO THE COMPANY OR ITS AGENT BY THE
COMMITTEE NO LATER THAN SEPTEMBER 17, 2000. IF LESS THAN A
MAJORITY OF THE OUTSTANDING DEPOSITARY SHARES CONSENT, THE
CONSENTS WILL NOT BE EFFECTIVE
Action No. 1
The undersigned holder(s) of outstanding Depositary Shares Each
Representing One Quarter of a Share of Series A Convertible
Exchangeable Preferred Stock (the "Depositary Shares") of
Westmoreland Coal Company (the "Company") hereby
Consent to [ ] or Withhold consent to [ ]
the following corporate action by written consent without a meeting
pursuant to Section 228 of the Delaware General Corporate Law:
RESOLVED, that Messrs. Robert E. Killen and James W. Sight, the two
incumbent directors of the Company elected by the holders of the
Depositary Shares, are hereby removed from office without cause,
effective immediately upon delivery of this Consent to the Company
pursuant to said Section 228.
IF YOU WISH TO WITHHOLD YOUR CONSENT TO THE REMOVAL OF ONE OF THE
ABOVE-NAMED DIRECTORS, YOU MAY DO SO BY CIRCLING THE NAME OF THE
DIRECTOR YOU WISH TO REMAIN IN OFFICE. IF NO NAME IS CIRCLED AND
NO BOX IS CHECKED, YOUR CONSENT TO THE REMOVAL OF BOTH DIRECTORS
WILL BE DEEMED TO HAVE BEEN GIVEN.
Action No. 2
The undersigned holder(s) of outstanding Depositary Shares Each
Representing One Quarter of a Share of Series A Convertible
Exchangeable Preferred Stock (the "Depositary Shares") of
Westmoreland Coal Company (the "Company") hereby
Consent to [ ] or Withhold consent to [ ]
the following corporate action by written consent without a meeting pursuant
to Section 228 of the Delaware General Corporate Law:
RESOLVED, that Frank E. Williams, Jr. and Guy O. Dove, III are
hereby elected as directors of the Company to fill the vacancies
created by the removal of Messrs. Killian and Sight, to serve until
their successors are elected and qualified.
IF YOU WISH TO WITHHOLD YOUR CONSENT TO THE ELECTION OF ONE OF THE
ABOVE-NAMED NOMINEES, YOU MAY DO SO BY CIRCLING THE NAME OF NOMINEE
YOU WISH NOT TO BE ELECTED. IF NO NAME IS CIRCLED AND NO BOX IS
CHECKED, YOUR CONSENT TO THE ELECTION OF BOTH NOMINEES WILL BE
DEEMED TO HAVE BEEN GIVEN.
STOCK OWNER(S)
Number of shares
---------------- WLB Depositary Shares cusip #960878304
Print owner name as it/they appear on stock certificate or brokerage
account where they are held: _______________________________________
Owner(s) signatures: (JOINT OWNERS SHOULD EACH SIGN PERSONALLY. If signing
as attorney,executor, administrator, trustee, or guardian, please include
your full title. Corporate consents should be signed by an authorized
officer. If a partnership, please sign in partnership name by an authorized
partner.)
______________________________ Date ________________________, 2000
