Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported):
December 20, 2000
WESTMORELAND COAL COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 0-752 23-1128670
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or Number Identification No.)
organization)
2 North Cascade Avenue, 14th Floor, Colorado Springs, Colorado 80903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 719-442-2600
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Item 5. Other Events
Westmoreland Coal Company announced today that William M. Stern had joined
its Board of Directors. Mr. Stern, 55, is Senior Vice President, Stern Brothers
& Co., specializing in municipal underwriting. He also serves as trustee for or
owns 8,900 depositary shares, each representing one-quarter of a share of
Westmoreland's Series A Convertible Exchangeable Preferred Stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.9 -- Press release dated December 20, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WESTMORELAND COAL COMPANY
Date: December 20, 2000 /s/ Robert J. Jaeger
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By: Robert J. Jaeger
Senior Vice President-Finance
and Treasurer
<PAGE>
(Exhibit 99.9)
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Westmoreland Announces Appointment Of
Second Preferred Stock Director
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Colorado Springs, CO - December 20, 2000 - Westmoreland Coal Company (AMEX: WLB)
announced today that William M. Stern had joined its Board of Directors. Mr.
Stern, 55, is Senior Vice President, Stern Brothers & Co., specializing in
municipal underwriting. He also serves as trustee for or owns 8,900 depositary
shares, each representing one-quarter of a share of Westmoreland's Series A
Convertible Exchangeable Preferred Stock.
Mr. Stern joins the Board as a preferred stock director, filling the second
preferred stock directorship vacated in October when Robert Killen and James
Sight relinquished the preferred seats so that new directors with greater direct
personal stakes in the preferred shares could be elected. Mr. Stern had
supported a dissident slate of nominees for the preferred stock director seats
in an unsuccessful consent solicitation earlier in the fall. Michael Armstrong,
who beneficially owns 11,334 depositary shares and was recommended by a
representative of Quinn Southwest (whose customers own approximately 24% of the
outstanding preferred shares in their accounts), was appointed to the Board in
late October. Under the terms of the Certificate of Designation governing the
Series A Preferred Stock, the holders of such stock are entitled to elect two
members of the Company's Board when there are six or more accumulated but unpaid
preferred stock dividends. The holders of the Series A Preferred Stock have
elected directors to Westmoreland's Board since 1996.
In addition to Messrs. Armstrong and Stern, Thomas J. Coffey, Pemberton
Hutchinson, Robert E. Killen, William R. Klaus, Thomas W. Ostrander, Christopher
K. Seglem (Chairman) and James W. Sight serve on Westmoreland's Board of
Directors.
In announcing Mr. Stern's appointment, Christopher K. Seglem, Westmoreland's
Chairman, President and CEO said: "The Company welcomes Mr. Stern onto its Board
of Directors and again thanks Messrs. Killen and Sight for making these new
appointments possible."
Mr. Stern stated: "I offered my name as a candidate with the conviction that I
could be an effective and unbiased representative for preferred shareholders.
After discussion with current directors, management and other major preferred
shareholders, I am pleased to have this opportunity to serve as one of the
preferred stock directors on Westmoreland's board."
Westmoreland Coal Company, headquartered in Colorado Springs, is the oldest
independent coal company in the United States. It is implementing a strategic
plan for expansion and growth through the acquisition and development of coal,
gas and power opportunities in the changing energy marketplace. With over $200
million in available tax loss carryforwards (NOLs), the Company hopes to enjoy
near pre-tax levels of cash flow from profitable operations. Westmoreland has
made several announcements relative to its progress in this regard. The Company
has announced an agreement to acquire Montana Power Company's coal business and
an agreement to acquire the coal operations of Knife River Corporation which,
together with its existing operation, will place it among the ten largest coal
producers in the United States. The Company's existing operations include Powder
River Basin coal mining through its 80%-owned subsidiary Westmoreland Resources,
Inc. and independent power production through its wholly owned subsidiary
Westmoreland Energy, Inc. The Company also holds a 20% interest in Dominion
Terminal Associates, a coal shipping and terminal facility in Newport News,
Virginia.
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Contact: Diane Jones (719) 442-2600
