WESTMORELAND COAL CO
DEFA14A, 2000-10-27
BITUMINOUS COAL & LIGNITE MINING
Previous: WESTERN DIGITAL CORP, 8-K, EX-99.1, 2000-10-27
Next: ZENITH NATIONAL INSURANCE CORP, S-8 POS, 2000-10-27



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A


           Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No. ____)


Filed by the Registrant [X]
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))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-12


                            WESTMORELAND COAL COMPANY
                            -------------------------
                (Name of Registrant as Specified In Its Charter)


   --------------------------------------------------------------------------
   (Name of Person(s) Filing Consent Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     (1)  Title of each class of securities to which transaction applies:
     (2)  Aggregate number of securities to which transaction applies:
     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
     (4)  Proposed maximum aggregate value of transaction:
     (5)  Total fee paid:
[ ]  Fee paid previously with preliminary materials.
[    ] Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.
     (1)  Amount Previously Paid:
     (2)  Form, Schedule or Registration Statement No.:
     (3)  Filing Party:
     (4)  Date Filed:

<PAGE 1>
                     --------------------------------------
                       Consent Solicitation To Replace Two
                     Westmoreland Preferred Directors Fails
                     --------------------------------------


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.


                                      # # #


             Investor and Media Contact: Diane Jones (719) 442-2600




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission