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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __1___)*
WESTMORELAND COAL COMPANY
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(Name of Issuer)
Common Stock, par value $2.50 per share
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(Title of Class of Securities)
960878106
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(CUSIP Number)
Nelson Obus
Wynnefield Capital, Inc.
One Penn Plaza, Suite 4720
New York, New York 10119
(212) 760-0134
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 2000
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(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 Sections 240.13d-1(e), 240.13d-1(f),
240.13d-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
Section 240.13d-7 for the 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NUMBER 960878106
<TABLE>
<CAPTION>
<S> <C>
(1) Name of Reporting Persons. Wynnefield Partners Small Cap Value, L.P.
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) /x/
Member of a Group (see instructions) (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
Number of Shares (7) Sole Voting 307,647
Power
Beneficially
(8) Shared Voting 559,119
Owned by Each Power
Reporting Person (9) Sole Dispositive 307,647
Power
with:
(10) Shared Dispositive 559,119
Power
(11) Aggregate Amount Beneficially Owned 866,766
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 12.1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
<PAGE>
CUSIP NUMBER 960878106
(1) Name of Reporting Persons Wynnefield Partners Small Cap Value, L.P. I
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) /x/
Member of a Group* (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
Number of Shares (7) Sole Voting 397,001
Power
Beneficially
(8) Shared Voting 469,765
Owned by Each Power
Reporting Person (9) Sole Dispositive 397,001
Power
with:
(10) Shared Dispositive 469,765
Power
(11) Aggregate Amount Beneficially Owned 866,766
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 12.1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
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CUSIP NUMBER 960878106
(1) Name of Reporting Persons Wynnefield Small Cap Value Offshore Fund, Ltd.
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) /x/
Member of a Group* (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
Number of Shares (7) Sole Voting 162,118
Power
Beneficially
(8) Shared Voting 704,648
Owned by Each Power
Reporting Person (9) Sole Dispositive 162,118
Power
with:
(10) Shared Dispositive 704,648
Power
(11) Aggregate Amount Beneficially Owned 866,766
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 12.1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
</TABLE>
<PAGE>
SCHEDULE 13D
Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
This statement amends the Schedule 13D previously filed jointly by the
Reporting Persons on May 26, 2000. Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively ascribed to them
in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
The response to Item 1 is hereby amended and restated, in its
entirety, to read as follows:
This Statement on Schedule 13D ("Statement") relates to common stock,
$2.50 par value (the "Common Stock"), of WESTMORELAND COAL COMPANY, a
Delaware corporation ("Issuer"). The principal executive offices of the
Issuer are located at 2 North Cascade Avenue, 14th Floor, Colorado Springs,
Colorado 80903. This Statement replaces in its entirety the Statement on
Schedule 13D filed by the "Reporting Persons" on May 26, 2000. Included as
shares of Common Stock, unless specifically noted otherwise, are the
equivalent number of common shares into which Depository Shares of Series A
Convertible Exchangeable Preferred Stock of the Issuer, $1.00 par value per
Preferred Share, are convertible. Each Depository Share is convertible into
approximately 1.7078 shares of Common Stock. The percentage of Common Stock
owned has been calculated by dividing: (1) the number of shares of Common
Stock thus calculated by (2) the number of outstanding shares of Common Stock
as shown on the issuer's most recent Form 10-Q, plus the number of Common
Stock shares into which Depository Shares owned by the Reporting Persons are
convertible.
The aggregate number of shares beneficially owned by the members of
the Group identified in this filing is 866,766 or 12.1% of the common stock
calculated as described above (7,191,429 shares).
ITEM 2. IDENTITY AND BACKGROUND.
Not Amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 is hereby amended and restated, in its
entirety, to read as follows:
The source of the funds used by each of the Reporting Persons to
purchase the reported securities was working capital.
Wynnefield acquired: 1) 253, 353 shares of Common Stock from
August 18, 1995 through March 1, 2000 on the open market at prices
ranging from $.54 to $4.44, 2) 2,200 Depository Shares on the
open market on April 14, 2000 at $15.80 per
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share, 3) 7,500 shares of Common Stock on the open market on
July 17, 2000 at $3.29 per share, and 4) 25,200 Depository Shares
from June 12, 2000 through July 17, 2000 on the open market at prices
ranging from $16.56 to $17.91 per share.
Wynnefield I acquired: 1) 334,647 shares of Common Stock from
March 9, 1998 through March 1, 2000 on the open market at prices
ranging from $1.54 to $3.75, 2) 2,600 Depository Shares on the open
market on April 14, 2000 at $15.80 per share, 3) 8,900 shares of
Common Stock on the open market on July 17, 2000 at $3.29 per share,
and 4) 28,700 Depository Shares from June 12, 2000 through
July 17, 2000 on the open market at prices ranging from $16.80 to
$17.91 per share.
Wynnefield Offshore acquired: 1) 137,000 shares of Common Stock from
April 8, 1997 through March 1, 2000 on the open market at prices
ranging from $.54 to $3.47, 2) 1,200 Depository Shares on the open
market on April 14, 2000 at $15.80 per share, 3) 3,600 shares of
Common Stock on the open market on July 17, 2000 at $3.29 per share,
and 4) 11,400 Depository Shares from June 12, 2000 through
July 17, 2000 on the open market at prices ranging from $16.80 to
$17.91 per share.
ITEM 4. PURPOSE OF TRANSACTION.
Not Amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 is hereby amended and restated, in its
entirety, to read as follows:
(a) The following table provides the aggregate number and
percentage of Common Stock beneficially owned by the Reporting
Persons on July 18, 2000 (based on 7,069,663 shares of Common
Stock outstanding as reported on the Issuer's Form 10-Q for
the period ended March 31, 2000). For purposes of calculating
the number of voting shares and the total percentages listed
below, each is calculated as if each Reporting Person has
converted all convertible securities held by such Reporting
Person into Common Stock as described in Item 1 of this
Statement, subject to the total number of shares of Common
Stock authorized under the Issuer's Certificate of
Incorporation.
<TABLE>
<CAPTION>
WYNNEFIELD WYNNEFIELD I WYNNEFIELD TOTAL
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<S> <C> <C> <C> <C>
COMMON STOCK 260,853 343,547 140,600 745,000
DEPOSITORY SHARES 27,400 31,300 12,600 71,300
DEPOSITORY SHARES 46,794 53,454 21,518 121,766
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AS CONVERTED*
PERCENTAGE** 4.3% 5.6% 2.3% 12.1%
</TABLE>
* As converted into Common Stock at a conversion ratio of
1.7078 shares of Common Stock for each Depository Share.
** Common Stock beneficially owned as a percent of
(i) 7,069,663 shares of Common Stock, plus (ii) the number of
shares of Common Stock into which Depository Shares held by
that entity are convertible, resulting in denominators of
7,116,457; 7,123,117; 7,091,181 and, 7,191,429 respectively.
CONTROLLING PERSONS
Each of WCM, Obus and Landes may be deemed to be the
beneficial owner of the reported securities beneficially
owned by Wynnefield.
Each of WCM, Obus and Landes may be deemed to be the
beneficial owner of the reported securities beneficially
owned by Wynnefield I .
Each of Capital, Obus and Landes may be deemed to be the
beneficial owners of the securities owned by Wynnefield
Offshore.
(b) REPORTING PERSONS
Each of the Reporting Persons has the sole power to vote or
direct the vote and to dispose or direct the disposition of
the reported securities it holds.
The Reporting Persons have acquired an aggregate of 20,000
shares of Common Stock and 65,300 Depository Shares of the
Issuer on the open market within the last 60 days.
(c) Not applicable.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not Amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Amended.
<PAGE>
After reasonable inquiry, and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Date: July 26, 2000
WYNNEFIELD PARTNERS SMALL CAP VALUE, LP
By: Wynnefield Capital Management, LLC,
its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, LP I
By: Wynnefield Capital Management, LLC,
its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE
FUND, LTD.
By: Wynnefield Capital, Inc.
its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: President
