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:
[ ] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] 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
<PAGE>
WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
2789 HARTLAND ROAD
FALLS CHURCH, VA 22043
(703) 641-4612
DEAR WESTMORELAND DEPOSITARY SHAREHOLDER,
As a fellow shareholder, beneficially owning
80,000 Depositary Shares in Westmoreland Coal Company,
I am writing to you on behalf of a group of Depositary
shareholders who decided to work together to take steps
we think are necessary and helpful in the interests of
Westmoreland shareholders.
Our Committee believes that the current two
Westmoreland Preferred Stock directors are not doing
an adequate job of representing Depositary shareholders'
interests on the Westmoreland Board, and we have
decided to seek your approval, your CONSENT, to remove
these two directors and replace them. Delaware law
permits shareholders to take such action by consent,
without a meeting and without a vote, provided we gain
consents covering a majority of shares outstanding.
WE URGE YOU TO GIVE YOUR CONSENT TO REMOVE AND REPLACE
THE TWO PREFERRED DIRECTORS BY SIGNING, DATING, AND
RETURNING THE ENCLOSED BLUE CONSENT TO THE COMMITTEE.
The following points describe the Committee's views on
why a shareholder action to remove and replace our
Preferred Stock directors is urgently necessary:
- THE COMPANY OWES US DIVIDENDS CURRENTLY TOTALING
APPROXIMATELY $12.21 PER DEPOSITARY SHARE. We believe
that persons holding significant amounts of Depositary
Shares should be on the Board to monitor the Board's
activities in connection with possible payment of the
arrearages.
- We believe that the two current Preferred directors
have no significant personal incentive to fight for
our interests. According to the Company's recent proxy
statement, ONE OF THE PREFERRED DIRECTORS OWNS ONLY
750 DEPOSITARY SHARES; THE OTHER OWNS ZERO.
- According to the Company's proxy statement used in
connection with the last annual meeting, MANAGEMENT HAS
AWARDED SUBSTANTIAL CASH BONUSES to its executives.
Neither Preferred nor Common shareholders have received
anything.
- The Company made two tender offers (at $19 per share)
for Depositary Shares in 1999, but the COMPANY WAS
REQUIRED TO INITIATE THE FIRST TENDER OFFER under the
terms of the Bankruptcy Reorganization Plan. That
provision requiring a tender was successfully inserted
into the Reorganization Plan on behalf of shareholders
BY YOUR EQUITY COMMITTEE, which was co-chaired by a
member of our group.
The Committee has come to the conclusion that THE ONLY
WAY TO SIGNIFICANTLY IMPROVE THE PICTURE FOR THE
FINANCIAL INTERESTS OF DEPOSITARY SHAREHOLDERS IS TO
REMOVE THE CURRENT TWO PREFERRED DIRECTORS and replace
them with shareholders with significant Depositary
holdings.
KEEP IN MIND THAT UNDER THE COMPANY'S CHARTER, SO LONG
AS THE PREFERRED DIVIDEND IS IN DEFAULT, YOU CANNOT,
AS DEPOSITARY SHAREHOLDERS, VOTE IN THE GENERAL
ELECTION OF DIRECTORS FOR ANY PERSONS OTHER THAN THE
TWO PREFERRED STOCK DIRECTORS. YOUR ONLY PRACTICABLE
ABILITY TO MONITOR, AND PERHAPS INFLUENCE, THE BOARD'S
DAY-TO-DAY ACTIVITIES WHICH AFFECT THE VALUE OF YOUR
DEPOSITARY SHARES IS THROUGH THOSE TWO DIRECTORS.
CHOOSE THOSE PERSONS WISELY.
YOUR PROMPT CONSENT IS IMPORTANT, no matter how few
Depositary Shares you own. The Committee must receive
consents representing a majority of the outstanding
Depositary Shares for this action to enhance our
shareholder value to be successful.
TIME IS OF THE ESSENCE. Should you need assistance with
completing your CONSENT PROMPTLY, please call a member
of the Committee or Shellyn McCaffrey at (703) 739-9398.
Sincerely,
Stephen D. Rosenbaum
