WESTMORELAND COAL CO
DEFA14A, 2000-07-31
BITUMINOUS COAL & LIGNITE MINING
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                                  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)

    ------------------------------------------------------------------------
    (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:

<PAGE>
                       [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.



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