SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WESTMORELAND COAL COMPANY
-------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy 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)(1) 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:
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[LOGO OF WESTMORELAND COAL COMPANY]
URGENT MESSAGE
--------------
Dear Fellow Depositary Stockholder:
I am writing to you about the future of your investment in Westmoreland
Coal Company.
You may receive a communication called a "consent solicitation" from a
dissident group made up of three individuals. The dissidents are attempting to
remove Robert E. Killen and James W. Sight from the Company's Board of Directors
and replace them with two members of the dissident group - despite the fact that
you and our fellow Depositary Stockholders elected Mr. Killen and Mr. Sight
barely eight weeks ago, at the Company's 2000 Annual Meeting, and despite the
fact that Mr. Killen and Mr. Sight were elected by approximately 75% of the
Depositary Shares voted at that meeting.
PLEASE DO NOT RETURN ANY CONSENT CARDS SENT TO YOU BY THE DISSIDENTS. Under
the direction of your Board of Directors, the Company has been saved from
liquidation and is now implementing a dynamic growth strategy intended to create
new value. This is vital to the Company's ability to pay not just accumulated
preferred dividends, but future preferred dividends as well.
Our strategy was reported to you in the letter to stockholders that
accompanied our most recent Annual Report. Since the annual meeting, we have
been able to confirm that we are engaged in exclusive negotiations on one
strategic acquisition. By contrast, in their preliminary solicitation materials
filed July 28, 2000 with the Securities and Exchange Commission, the dissidents
admit that they have no plans or proposals other than to have two dissidents
elected to the Company's Board.
THERE IS ABSOLUTELY NO NEED FOR YOU TO TAKE ANY ACTION AT THIS TIME. We
urge you NOT to sign any consent solicited by this dissident group without first
having received and considered the material your Board of Directors will send to
you in the near future, so that you can make an informed decision. If you have
already signed the dissidents' consent card, we urge you NOT TO RETURN IT, or if
you have already, to read the Company's consent revocation material carefully
when it becomes available.
We are confident in our strategy, the Company's future, and their value to
you. We reaffirm our determination that our shareholders have the opportunity to
benefit fully from that future. Your Board of Directors and I greatly appreciate
your continued support and encouragement.
Very truly yours,
Christopher K. Seglem
Chairman of the Board, President
and Chief Executive Officer
STOCKHOLDERS SHOULD READ THE COMPANY'S CONSENT REVOCATION
MATERIAL CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE
MAKING ANY VOTING DECISIONS.
If you have any questions about this process or need further assistance,
please contact: Morrow & Co., Inc. at (800) 566-9061 (toll-free).
<PAGE>
Certain information required by the Rules of the Securities and Exchange
Commission ("SEC")
Westmoreland Coal Company (the "Company") and the following Directors of
the Company may be deemed to be participants in the Company's solicitation:
Thomas J. Coffey, Pemberton Hutchinson, Robert E. Killen, William R. Klaus,
Thomas W. Ostrander, Christopher K. Seglem, and James W. Sight. Employee
participants may include Paul W. Durham (Assistant General Counsel and
Secretary), Robert J. Jaeger (Senior Vice President of Finance and Treasurer),
Diane S. Jones (Vice President, Corporate Business Development & Corporate
Relations), W. Michael Lepchitz (Vice President and General Counsel, and
President and General Counsel, Westmoreland Energy, Inc.) and Christopher K.
Seglem (Chairman of the Board, President and Chief Executive Officer). The above
named individuals collectively beneficially own approximately 1,527,720 shares,
or approximately 20.3%, of the Company's outstanding common stock (excluding
shares of common stock that may be obtained upon conversion of the Company's
depositary shares ("Depositary Shares"), each representing one-quarter of a
share of the Company's Series A Convertible Exchangeable Preferred Stock). Such
individuals also collectively beneficially own approximately 1,956 Depositary
Shares, or approximately 0.2% of the outstanding Depositary Shares, which are
convertible into 3,341 shares of the Company's common stock. Beneficial
ownership is determined in accordance with rules of the SEC; under these rules,
a person is deemed to beneficially own, among other things, shares subject to
options exercisable currently or within 60 days. Additional information about
the directors and executive officers is included in the Company's proxy
statement for its 2000 Annual Meeting of Stockholders, filed with the SEC on
April 20, 2000, and will also be included in a consent revocation statement to
be filed by the Company with the SEC in response to the consent solicitation
filed by the dissidents.
INVESTORS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website (www.sec.gov). In addition,
documents filed by the Company with the SEC will be available free of charge
from the Company by contacting Diane S. Jones, Vice President, Corporate
Business Development & Corporate Relations, 2 North Cascade Ave., 14th Floor,
Colorado Springs CO 80903, 719-442-2600.