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WESTMORELAND COAL COMPANY
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Consent Solicitation To Replace Two
Westmoreland Preferred Directors Fails
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Colorado Springs, CO - October 27, 2000 - Westmoreland Coal Company (AMEX: WLB)
reported today that an attempt by a dissident group, calling itself the
Committee To Enhance Share Value, to remove and replace Robert E. Killen and
James Sight, the Company's two preferred shareholder directors, had failed. A
Final Report issued Thursday afternoon by IVS Associates, Inc., an independent
third party Inspector of Election, concluded that an insufficient number of
valid consents were obtained by the Committee during the statutory period of
solicitation.
Commenting on behalf of the Company, Westmoreland's Chairman, President and CEO,
Christopher K. Seglem, said: "We are pleased that the effort to remove these two
exemplary directors, who were reelected to their seats just this past June by
large majorities, was unsuccessful. We also believe comments received during the
solicitation period and the number of votes garnered by the Committee reflect a
desire by a significant number of preferred shareholders that individuals with
greater personal holdings of preferred shares be added to the Board. This is
certainly understandable and should not reflect adversely on the commitment or
performance of Messrs. Killen and Sight who were originally nominated for
directorships several years ago by the largest institutional owner of preferred
shares at that time."
Mr. Seglem continued, "In communications to the Committee during the course of
the solicitation, the Company offered to add two such new preferred directors to
the Board in response to the preferred shareholders' concerns, with one being
Mr. Guy Dove, a Committee nominee, in the interest of avoiding repeated
expensive and diverting proxy contests. Messrs. Killen and Sight would remain on
the Board, as well. Notwithstanding the outcome of this latest contest, the
Company has renewed its offer to the Committee in the hope we can put this issue
behind us and turn full attention to implementing our exciting strategic
business plan which we believe will benefit all shareholders."
Westmoreland Coal Company, headquartered in Colorado Springs, is the oldest
independent coal company in the United States. It is implementing a strategic
plan for expansion and growth through the acquisition and development of
opportunities in the changing energy marketplace. With over $200 million in
available tax loss carryforwards (NOLs), the Company hopes to enjoy near pre-tax
levels of cash flow from profitable operation. In the last several weeks,
Westmoreland has made several announcements relative to its progress in this
regard. On September 15, the Company announced an agreement to acquire Montana
Power's coal business for $138 million, and on September 28, the Company
announced an agreement to acquire the coal operations of Knife River Corporation
for $28.8 million. The Company's existing operations include Powder River Basin
coal mining through its 80%-owned subsidiary Westmoreland Resources, Inc. and
independent power production through its wholly owned subsidiary Westmoreland
Energy, Inc. The Company also holds a 20% interest in Dominion Terminal
Associates, a coal shipping and terminal facility in Newport News, Virginia.
As to Westmoreland Coal Company: Certain statements in this press
release which are not historical facts or information are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. For
example, words such as "may," "will," "should," "estimates,"
"predicts," "potential," "continue," "strategy," "believes,"
"anticipates," "plans," "expects," "intends," and similar expressions
are intended to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
levels of activity, performance or achievements of the Westmoreland
Coal Company, or industry results, to be materially different from any
future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Such factors
include, among others, the following: general economic and business
conditions; the ability of the Company to implement its business
strategy; the Company's access to financing; the Company's ability to
successfully identify new business opportunities; the Company's
ability to achieve anticipated cost savings and profitability targets;
changes in the industry; competition; the Company's ability to utilize
its tax net operating losses; the ability to reinvest excess cash at
an acceptable rate of return; weather conditions; the availability of
transportation; price of alternative fuels; costs of coal produced by
other countries; demand for electricity; the effect of regulatory and
legal proceedings and other factors discussed in Item 1 of
Westmoreland Coal Company's Form 10-K for the year ended December 31,
1999. As a result of the foregoing and other factors, no assurance can
be given as to the future results and achievement of the Company.
Neither the Company nor any other person assumes responsibility for
the accuracy and completeness of these statements.
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Investor and Media Contact: Diane Jones (719) 442-2600