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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. _____)*
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)
May 18, 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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<TABLE>
<CAPTION>
CUSIP NUMBER 960878106
<S> <C> <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 257,110
Power
Beneficially
(8) Shared Voting 478,136
Owned by Each Power
Reporting Person (9) Sole Dispositive 257,110
Power
with:
(10) Shared Dispositive 478,136
Power
(11) Aggregate Amount Beneficially Owned 735,246
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 10.4%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
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CUSIP NUMBER 960878106
<S> <C> <C>
(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 339,087
Power
Beneficially
(8) Shared Voting 396,159
Owned by Each Power
Reporting Person (9) Sole Dispositive 339,087
Power
with:
(10) Shared Dispositive 396,159
Power
(11) Aggregate Amount Beneficially Owned 735,246
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 10.4%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
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CUSIP NUMBER 960878106
<S> <C> <C>
(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 139,049
Power
Beneficially
(8) Shared Voting 596,197
Owned by Each Power
Reporting Person (9) Sole Dispositive 139,049
Power
with:
(10) Shared Dispositive 596,197
Power
(11) Aggregate Amount Beneficially Owned 735,246
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 10.4%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
</TABLE>
<PAGE>
SCHEDULE 13D
Filed Pursuant to Rule 13d-1
ITEM 1. SECURITY AND ISSUER.
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/A filed by the "Reporting Persons" as part of a separate and
distinct 13D "group" on March 3, 2000. The Reporting Persons identified in
this Statement have withdrawn from the group identified in the Schedule 13D
filed by the separate group on March 3, 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 735,246, or 10.4% of the common stock
as calculated above (7,079,909 shares).
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Wynnefield Partners Small Cap
Value, L.P. ("Wynnefield"), Wynnefield Partners Small Cap
Value, L.P. I ("Wynnefield I"), and Wynnefield Small Cap Value
Offshore Fund, Ltd. ("Wynnefield Offshore") (collectively the
"Reporting Persons"). This Statement also includes information
about the following persons (collectively, the "Controlling
Persons"): Wynnefield Capital Management, LLC ("WCM"),
Wynnefield Capital, Inc. ("Capital"), Nelson Obus ("Obus") and
Joshua Landes ("Landes"). The Reporting Persons and the
Controlling Persons are sometimes collectively referred to as
the "Item 2 Persons." The Reporting Persons have included as
APPENDIX A to this Statement on Schedule 13D an agreement in
writing that this Statement is filed on behalf of each of
them.
(b) and (c) REPORTING PERSONS
Wynnefield and Wynnefield I are Delaware limited partnerships.
Wynnefield Offshore is a Cayman Island private investment
company. The principal business of each Reporting Person is
the purchase, sale, exchange, acquisition and holding of
investment securities. The principal address of
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each Reporting Person, which also serves as its principal
office, is One Penn Plaza, Suite 4720, New York, New York
10119.
CONTROLLING PERSONS
The principal address of each Controlling Person, which also
serves as such person's principal office, is One Penn Plaza,
Suite 4720, New York, New York 10119.
Wynnefield:
WCM, a New York limited liability company, is the general
partner of Wynnefield. The principal business of WCM is money
management and acting as an advisor to Wynnefield and other
entities and activities related thereto.
Obus and Landes, directly and through WCM, own a controlling
interest in Wynnefield. Obus is the managing member of WCM.
The principal occupation of Obus and Landes is financial
management.
Wynnefield I:
WCM, a New York limited liability company, is the general
partner of Wynnefield I. The principal business of WCM is
money management and acting as an advisor to Wynnefield I and
other entities and activities related thereto.
Obus and Landes, directly and through WCM, own a controlling
interest in Wynnefield I. Obus is the managing member of WCM.
The principal occupation of Obus and Landes is financial
management.
Wynnefield Offshore:
Capital, a Delaware corporation, is the investment manager of
Wynnefield Offshore. The principal business of Capital is
money management and acting as an advisor to Wynnefield
Offshore and other entities and activities related thereto.
Obus and Landes are the directors, principal executive
officers and controlling shareholders of Capital.
Obus and Landes are the directors and principal executive
officers of Wynnefield Offshore. The principal occupation of
Obus and Landes is financial management.
(d) and (e) During the last five (5) years, no Item 2 Person has
been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and no Item 2 Person was a
party to a civil proceeding of a judicial or
6.
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administrative body of competent jurisdiction such that, as a
result of such proceeding, any Item 2 Person was or is subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Obus and Landes are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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, and 2) 2,200 Depository Shares on the open market on
April 14, 2000 at $15.80 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, and 2) 2,600 Depository Shares on the open market on
April 14, 2000 at $15.80 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, and 2) 1,200 Depository Shares on the open
market on April 14, 2000 at $15.80 per share.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons each acquired the reported securities for
investment purposes. However, the Reporting Persons intend to pursue a
dialogue with management regarding enhancing shareholder value. The
Reporting Persons also intend to review continuously their investment
in the Issuer, and may in the future determine to : (i) acquire
additional securities of the Issuer, through conversion of the
Depository Shares, open market purchases, private agreements or
otherwise, (ii) dispose of all or a portion of the securities of the
Issuer owned by them, or (iii) consider plans or proposals which would
relate to or result in: (a) the acquisition by any person of additional
securities of the Issuer; (b) an extraordinary corporate transaction
such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries; (c) the sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the board of directors or management of the Issuer, including
any plans or proposals to change the number or terms of directors or to
fill any existing vacancies of the board of directors of the Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter,
bylaws or instruments; (h) any other action
7.
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whether or not similar to those enumerated above. The Reporting Persons
also reserve the right to take other actions to influence the
management of the Issuer should they deem such actions appropriate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table provides the aggregate number and
percentage of Common Stock beneficially owned by the Reporting
Persons on May 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
---------- ------------ OFFSHORE -----
----------
<S> <C> <C> <C> <C>
COMMON STOCK 253,353 334,647 137,000 725,000
DEPOSITORY SHARES 2,200 2,600 1,200 6,000
DEPOSITORY SHARES AS 3,757 4,440 2,049 10,246
CONVERTED*
PERCENTAGE** 3.6 4.8 2.0 10.4
</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
7,073,420; 7,074,103; 7,071,712 and 7,079,909, 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.
8.
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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 6,000
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.
The Reporting Persons have agreed to pursue a dialogue with management
regarding enhancing shareholder value. The Reporting Persons also
intend to review continuously their investment in the Issuer, and may
in the future determine to: (i) acquire additional securities of the
Issuer, through conversion of the Depository Shares, open market
purchases, private agreements or otherwise, (ii) dispose of all or a
portion of the securities of the Issuer owned by them, or (iii)
consider plans or proposals which would relate to or result in: (a) the
acquisition by any person of additional securities of the Issuer; (b)
an extraordinary corporate transaction such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c)
the sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; (d) any change in the board of directors or
management of the Issuer, including any plans or proposals to change
the number or terms of directors or to fill any existing vacancies of
the board of directors of the Issuer; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments; (h) any other
action whether or not similar to those enumerated above. The Reporting
Persons also reserve the right to take other actions to influence the
management of the Issuer should they deem such actions appropriate.
9.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. TITLE OF EXHIBIT
- ----------- ----------------
Not applicable.
(SIGNATURE PAGE FOLLOWS)
10.
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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: May 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
11.
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock and depository receipts of
Westmoreland Coal Company. This Joint Filing Agreement shall be included as
an exhibit to such filing. In evidence thereof, each of the undersigned,
being duly authorized where appropriate, hereby executes this Joint Filing
Agreement as of the 26th day of May, 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
12.
