WESTMORELAND COAL CO
PREN14A, 2000-07-14
BITUMINOUS COAL & LIGNITE MINING
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                       UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, DC 20549

                        SCHEDULE 14A

           PROXY STATEMENT PURSUANT TO SECTION 14A
           OF THE SECURITIES EXCHANGE ACT OF 1934

         Filed by a Party other than the Registrant

Check the appropriate box:

[X]  Preliminary Proxy Statement

[_]  CONFIDENTIAL, FOR USE OF THE COMMISSION
     ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

[_]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[_]  Soliciting Material
     Pursuant to Rule 14a-11(c) or Rule 14a-12


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


        WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
------------------------------------------------------------
          (Name of Person(s) Filing Proxy Statement,
                 if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required


         Westmoreland Committee to Enhance Share Value

                    2789-B Hartland Road
                   Falls Church, VA 22043
                        (703) 641-4612

Dear Fellow Depositary Shareholder:

On behalf of the Westmoreland Committee to Enhance Share
Value, I ask for your consent to remove the present two
directors as representatives of the Depositary Shareholders
sitting on Westmoreland Coal Company's Board of Directors and
to replace them with the two persons selected by the
Committee.

You will find more details in the accompanying Request For
Consents.  I invite you to contact me or other members of the
Committee.  We look forward to discussing our Request for
Consents with you.

                     Sincerely,

                     /s/ Frank E. Williams, Jr.
                     FRANK E. WILLIAMS, JR.
                     Chairman




                     REQUEST FOR CONSENT
           of the holders of  Depositary Shares of
                  Westmoreland Coal Company

                         solicited by

       WESTMORELAND COMMITTEE  TO ENHANCE  SHARE VALUE

The enclosed Consent to Corporate Action is solicited on
behalf of the Westmoreland Committee to Enhance Share Value.
The purpose of our solicitation is to obtain the consents of
the persons holding a majority of the outstanding Depository
Shares to remove the two Preferred Stock directors now
sitting on the board of directors of Westmoreland Coal
Company and replace them with the two persons named later in
in this document.  The Committee is a direct outgrowth of the
experience of one of its members who served as co-chairman of
the Official Committee of Equity Security Holders in 1998 and
1999 while the Company was under the jurisdiction of the
Federal Bankruptcy Court.  Based on that experience and on
observations of subsequent corporate results, the members of
the Committee believe that the present Preferred Stock
directors should be replaced.

According to the Company's proxy statement used in connection
with the June 2000 annual meeting of stockholders, there were
834,833 Depositary Shares outstanding on April 10, 2000.  The
Committee believes that remains as the number now
outstanding.  In order for the replacement of directors to
become effective, holders of a majority of those Shares must
consent to this action.

It is anticipated that this Request for Consents and Consent
to Corporate Action will be mailed to selected shareholders
on or about July 27, 2000.

CONSENT SOLICITATION

The Company offered and sold in an underwritten public
offering, utilizing a Prospectus dated July 1, 1992, two
million three hundred thousand Depositary Shares.  After two
tender offers by the Company in 1999, the number of
Depositary Shares was reduced to the 834,833 shares now
outstanding.

Each Depositary Share represents and is essentially
equivalent to one quarter of a share of the Company's Series
A Convertible Exchangeable Preferred Stock.  The Depositary
Shares, however, are not entitled to vote or take corporate
action directly, but must act though the Depositary which
holds the Preferred Stock against which the Depositary Shares
have been issued.  The Certificate of Designation setting
forth the terms of the Preferred Stock, which has been
incorporated into the Company's Certificate of Incorporation,
provides that any Preferred Stock Director may be removed by
the vote of the holders of record of a majority of the
outstanding shares of  the Preferred Stock at a meeting
called for such purpose.  Delaware law provides that any
action which may be taken at a meeting of stockholders may
instead be taken by consent of the stockholders entitled to
take such action without a meeting and without prior notice
and without a vote.  The law also provides that the consents
must be dated, signed and presented to the Company within 60
days after the date of the first such consent.  Pursuant to
that law, the Committee is seeking your CONSENT to corporate
action without a meeting.  The corporate action to be taken
by the Depositary shareholders is to remove the Preferred
share directors and replace them with the Committee's
Preferred share  nominees.  In order for the consents to be
effective, we must obtain consents covering a majority of the
outstanding Preferred shares on the record date, which under
Delaware law will be the date upon which the first consent is
delivered to the Company.  Each CONSENT will instruct the
Depositary to deliver an identical consent or consents from
the Preferred Stock underlying the consenting Depositary
Shares to the Company.


                  THE COMMITTEE'S NOMINEES

Information about the Committee's nominees follows.  Each
nominee has consented to being named as such.  Neither of the
nominees nor any of their associates has any arrangement or
understanding with any person with respect to future
employment with the Company nor with respect to any future
transactions to which the Company or any of its affiliates
will be a party.  Neither nominee is, or was within the past
year, a party to any contract, arrangements or understandings
with any person with respect to any securities of the
Company, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against
loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies.

Guy O. Dove, III, age 63, is a Personal Investor, Washington,
DC (since 1989).  He also serves as Chairman of Pinnacle Oil
Company (exploration and production of natural gas and oil),
with assets mainly in Oklahoma (since 1972).  Previously, Mr.
Dove was Partner and Chief Investment Officer, The Clarendon
Group, London, UK, where he was responsible for all facets of
investment management of a $3 billion reinsurance group.
Prior positions included: First Vice President, Schroder
Capital Management, Inc., Washington, DC, and Bond Manager
responsible for the National Fixed Income Department, having
more than $100 Million in funds under management; Vice
President, Equitable Trust Company, Baltimore, MD, and Senior
Bond Manager in the Pension Fund Department responsible for
fixed income portfolios, managing more than $400 Million in
funds; and Financial Consultant, Federal Energy
Administration, Washington, DC  Projects with FEA included
evaluating financial problems relating to the electric
utility industry and the impact of financial markets of
various policy options. Trinity College -- BA.

Frank E. Williams, Jr., age 66, is Founder, Chairman, and CEO
of Williams & Beasley Co. (steel erection), Dallas, TX (since
1996).  He is also Chairman of Williams Enterprises of
Georgia, Inc. (steel fabrication and erection of structural
steel and miscellaneous iron) and its five subsidiaries,
Atlanta, GA (since 1967).  He served as Co-Chairman of the
Westmoreland Official Committee of Equity Security Holders
(June 1998 to February 1999).  Previously, he was President,
CEO, and Chairman, of Williams Industries, Inc. (construction
services), Falls Church, VA (1961 to 1995).  He also served
as a Director and Chairman of the Board, Capital Bank NA,
Washington, DC. Georgia Institute of Technology -- Bachelor
of Civil Engineering.

      THE WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE

     The Committee is an outgrowth of the Official Committee
of Equity Security Holders (the "Equity Committee") that was
formed on June 29, 1998, when the Office of the United States
Trustee granted certain shareholders' request to appoint a
committee to represent the rights and interests of common and
preferred shareholders.  Following the dismissal of the
bankruptcy case, the Equity Committee was dissolved February
4, 1999.  In early March 1999, three of the former members of
the Equity Committee, Frank E. Williams, Jr., Nelson Obus,
and R. Bentley Offutt joined with a fourth shareholder, Guy
O. Dove III, to form the Westmoreland Committee to Enhance
Share Value.  Messrs. Offutt and Obus have since resigned as
members of the Committee and are not involved in this
solicitation.  In July 2000, Dr. Stephen D. Rosenbaum joined
with Messrs.. Williams and Dove to constitute the present
Committee.  More detailed information about each of the
Committee members is set forth below.

Frank E. Williams, Jr., 2789 Hartland Road, Falls Church, VA
22043. His principal occupation is Chairman of the Board of
Williams Enterprises of Georgia, whose principal business is
steel construction and whose address is 1285 Hawthorne Ave.,
P.O. Box 756, Smyrna, GA 30081.  Mr. Williams beneficially
owns, directly and indirectly, 255,400 shares of Common Stock
and 19,458 Depository Shares.  Mr. Williams owns no shares of
stock of record which he does not also beneficially own.
Certain of the shares set forth as being beneficially owned
by Mr. Williams are owned by his wife, his recently deceased
father's estate, a family charitable foundation, and a family
trust.  No associates of Mr. Williams, other than the members
of the Committee and the family members, own any of the
Company's securities.  Of these, shares have been purchased
during the past two years as follows:

      DATE        NUMBER OF SHARES          TYPE OF SECURITY
      ----        ----------------          ----------------

July 27, 1998           4,000                   Depositary
October 1, 1998        34,000                   Depositary
May 10, 1999            1,000                   Depositary
August 17, 1999         5,000                     Common
August 19, 1999         1,000                     Common
August 20, 1999           100                     Common
August 23, 1999           800                     Common
August 24, 1999         8,100                     Common
August 26, 1999.       10,000                     Common
August 27, 1999           500                     Common
August 31, 1999         9,000                     Common

     On September 3, 1998, Mr. Williams sold 15,000 shares of
Common Stock.  On April 14, 1999, he sold 23,692 Depositary
Shares pursuant to a tender offer made by the Company.


     Guy O. Dove, III, 10 Jay Street, Middleburg, VA 20118.
Mr. Dove's occupation is Personal Investor and Chairman of
the Board of Directors of Pinnacle Oil Company of the same
address, with assets mainly in Oklahoma. Mr. Dove is the
beneficial owner of 220,500 shares of Common Stock and 18,923
Depositary Shares. . He owns no Westmoreland securities of
record which he does not beneficially own.  200,000 shares of
Common Stock and 13,023 Depositary Shares are owned directly
by him, and 20,500 shares of Common Stock and 5,900
Depositary Shares are owned by Pinnacle Oil. Purchases by Mr.
Dove directly or through Pinnacle during the last two years
are as follows:

      DATE        NUMBER OF SHARES          TYPE OF SECURITY
      ----        ----------------          ----------------

October 28, 1998       35,000                    Common
November 11, 1998       3,000                    Common
November 12, 1998       1,000                    Common
December 21, 1998      40,000                    Common
January 13, 1999        5,000                    Common
November 13, 1998       2,000                  Depositary
April 14, 1999          1,000                  Depositary
April 15, 1999          3,500                  Depositary
April 28, 1999          1,125                  Depositary
July 2, 1999           10,000                    Common
July 8, 1999            5,000                    Common
July 12, 1999           5,000                    Common
August 2, 1999          6,000                    Common
August 13, 1999         5,000                    Common
January 6, 2000           500                    Common
January 7, 2000         3,900                    Common
January 10, 2000          600                    Common
March 13, 2000          1,500                    Common
March 13, 2000            200                  Depositary
March 16, 2000          2,200                  Depositary
March 31, 2000            900                  Depositary
April 4, 2000           2,000                  Depositary
May 4, 2000               200                  Depositary
May 9, 2000               300                  Depositary

     As of April 14, 1999, he sold 9,377 Depositary Shares
pursuant to the Company's tender offer for such shares.
Other than the associates set forth above, no associates of
Mr. Dove own any Westmoreland securities.

Dr. Stephen D. Rosenbaum, 817 N. Calvert St., Baltimore, MD
31202.  Dr. Rosenbaum is an orthopaedic surgeon practicing
under his own name at that address.  He is the direct
beneficial owner of 80,000 Depositary shares, of which he
purchased during the past two years,  30,000 shares in March
1999 and 17,000 shares in December 1998.  He owns no shares
of record which he does not beneficially own.  He owns no
Common Shares of the Company, but the 80,000 Depositary
Shares are convertible into 136,640 Common Shares.  No
associates of Dr. Rosenbaum own any Westmoreland securities.
 .

     The Committee as a group directly and indirectly owns
475,900 shares of Common Stock and 118,481 Depositary Shares.
No member of the Committee nor any of their associates has
any arrangement or understanding with any person with respect
to future employment with the Company nor with respect to any
future transactions to which the Company or any of its
affiliates will be a party, except, of course, as the members
of the Committee itself intend to implement its plans as
outlined in this proxy statement.  No member of the Committee
is, or was within the past year, a party to any contract,
arrangements or understandings with any person with respect
to any securities of the Company, including, but not limited
to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding
of proxies.

                      THE SOLICITATION

     This request for consents is first being given or sent
to Depositary Shareholders on or about July 27, 2000.  Once a
shareholder delivers a properly signed and dated consent to
the Committee, it will be irrevocable for 60 days after its
date (at which time it will expire if not previously
delivered to the Company).  All consents must be signed and
dated by the record holder of the shares consenting.  Thus,
if the shares are held of record by a person other than the
beneficial owner, the beneficial owner must instruct the
record owner to date and execute the consent in order for it
to be effective.


                    SOLICITATION EXPENSES

     In addition to the use of mails, consents will be
solicited by members of  the Committee by telephone,
telegram, and personal solicitation, for which no
compensation will be paid to those persons.  In addition, Ms.
Shellyn McCaffrey will be engaged to help solicit consents at
an hourly fee, presently estimated to total approximately
$25,000.  Banks, brokerage houses and other custodians,
nominees and fiduciaries may be requested to forward
solicitation material to the beneficial owners of Preferred
Stock that such institutions hold of record.  The Committee
will reimburse such institutions for their reasonable out-of-
pocket expenses.

     The expense of preparing and mailing this and any other
soliciting material and the total expenditures relating to
the solicitation of proxies (including, without limitation,
costs, if any, related to advertising, printing, fees of
attorneys, financial advisors, solicitors, consultants,
public relations, transportation, and litigation) will be
borne by the members of the Committee.

     The Committee estimates that its total expenditures
relating to the solicitation of proxies will be approximately
$35,000.  Total cash expenditures to-date relating to this
solicitation have been approximately $500.  It is the
Committee's position that its actions with respect to the
solicitation of consents will enhance the value of the
Company for the benefit of its stockholders.  While the
Committee presently intends to seek reimbursement from the
Company for its reasonable expenses in connection with this
solicitation, it does not expect that the Company will agree
to pay such expenses and the Committee does not expect to
submit such matter to a vote of security holders, unless
required by law.

                   HOW TO CONTACT US

     To contract us:

Frank Williams            (703) 641-4612 (Tel)
                          (703) 641-9082 (Fax)

Guy Dove                  (540) 687-6351 (Tel)
                          (540) 687-6714 (Fax)
                          [email protected] (e-mail)

Shellyn McCaffrey         (703) 739-9398 (Tel)
                          (703)739-5982  (Fax)
                          [email protected]


                    CONSENT PROCEDURES

     If you own Depositary Shares, but your stock certificate
is held for you by a brokerage firm, bank, or other
institution, it is very likely that the stock certificate is
actually in the name of such institution or its nominee.  If
so, only that institution can execute a consent for your
shares of stock and only on receipt of your specific
instructions.  Accordingly, please contact the person
responsible for your account at such entity and instruct the
person to execute and return the consent on your behalf.
Please do this for each account you maintain to ensure that
all your shares are counted.

<PAGE>
APPENDIX
(Form of Consent)

       CONSENT SOLICITED BY THE WESTMORELAND COMMITTEE
                   TO ENHANCE SHARE VALUE

DEPOSITARY SHARES

CONSENTS WILL BE DELIVERED TO THE DEPOSITARY WITHIN 60 DAYS
AFTER THE EARLIEST DATED CONSENT RECEIVED.  IF LESS THAN A
MAJORITY OF THE OUTSTANDING DEPOSITARY SHARES CONSENT, THE
CONSENTS WILL NOT BE EFFECTIVE

The undersigned holder(s) of outstanding Depositary Shares
Each Representing One Quarter of a Share of Series A
Convertible Exchangeable Preferred Stock (the "Depositary
Shares") of Westmoreland Coal Company (the "Company") hereby
take the following corporate action by written consent
without a meeting pursuant to Section 228 of the Delaware
General Corporate Law:

RESOLVED, that Messrs. Robert E. Killen and James W. Sight,
the two incumbent directors of the Company elected by the
holders of the Depositary Shares, are hereby removed from
office without cause, effective immediately upon delivery of
this Consent to the Company pursuant to said Section 228; and

FURTHER RESOLVED, that Frank E. Williams, Jr. and Guy O.
Dove, III are hereby elected as directors of the Company to
fill the vacancies created by the removal of Messrs. Killian
and Sight, to serve until their successors are elected and
qualified; and

FURTHER RESOLVED, that notice of the taking of the foregoing
actions by written consent of the holders of a majority of
the outstanding Depositary Shares of the Company shall be
given to the holders of the remaining outstanding Depositary
Shares of the Company in the manner prescribed by statute.

The undersigned hereby instruct(s) and empowers each and
every person who or entity which is the holder of record for
the benefit of  the Depositary Shares of which the
undersigned (are) is the beneficial owner(s) to  date and
execute this Consent as such record holder of those
Depositary Shares.

BENEFICIAL OWNER(S)

                         Number of shares

                         -------------------

                         Date:
                               -------------
                         Signature(s)

                         -----------------------------------

                         -----------------------------------

                         -----------------------------------

                            JOINT OWNERS SHOULD EACH
                            SIGN PERSONALLY.  If signing as
                            attorney,executor, administrator,
                            trustee, or guardian, please
                            include your full title.
                            Corporate proxies should be
                            signed by an authorized officer.
                            If a partnership, please sign in
                            partnership name by an authorized
                            partner.

RECORD OWNER(S)

                         Number of shares

                         -------------------

                         Date:
                               -------------
                         Signature(s)

                         -----------------------------------

                         -----------------------------------

                         -----------------------------------

                            JOINT OWNERS SHOULD EACH
                            SIGN PERSONALLY.  If signing as
                            attorney,executor, administrator,
                            trustee, or guardian, please
                            include your full title.
                            Corporate proxies should be
                            signed by an authorized officer.
                            If a partnership, please sign in
                            partnership name by an authorized
                            partner.



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