UNITED STATES
SECURITIES AND EXCHANGE COMMISSI0N
Washington, D.C. 20549
SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
Westmoreland Coal Company
__________________________________________
(Name of Issuer)
Common Stock, par value $2.50 per share
___________________________________________
(Title of Class of Securities)
960878106
___________________________________________
(CUSIP Number)
Frank E. Williams, Jr.
2789-B Hartland Road
Falls Church, Virginia 22043
(703) 641-4612
____________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
JULY 7, 2000
____________________________________________
(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 Rule
13d-1(e), 13d-1(f) or 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 Rule 13d-7(b)
for other 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 disclosures provided in
a prior cover page.
The information required on 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).
CUSIP No. 960878106
1 NAME OF REPORTING PERSON Frank E. Williams, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
-------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
-------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
-------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------
7 SOLE VOTING POWER
288,634
----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 288,634
REPORTING -----------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
288,634
--------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
--------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
--------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1. NAME OF REPORTING PERSON Guy Orlando Dove, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
-------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
-------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF, AF
-------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------
7 SOLE VOTING POWER
252,820
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 10,000
BENEFICIALLY -----------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 252,820
REPORTING -----------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
262,820
-------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) |_|
----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.45%
--------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN,AF
1. NAME OF REPORTING PERSON Stephen D. Rosenbaum
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
--------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
-------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------
7 SOLE VOTING POWER
136,624
------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 136,624
REPORTING
------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------
11 AGGREGATE AMOUNT OWNED BENEFICIALLY BY EACH
REPORTING PERSON
136,624
--------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.90%
--------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
AS TO ALL REPORTING PERSONS:
This amendment to Schedule 13D is filed to update
information as to the Group filing that Schedule. Except
as amended hereby, the responses to the Items of the
Schedule as previously reported remain in effect.
Mr. Nelson Obus; Wynnefield Partners Small Cap Value,
L.P. Wynnefield Partners Small Cap Value L.P. I; and
Wynnefield Small Cap Offshore Fund LTD are no longer members
of the Group. Dr. Stephen D. Rosenbaum has become a member
of the Group.
Item 1. Security and Issuer.
This Statement relates to shares of common stock, par
value $2.50 per share (the "Shares"), of Westmoreland Coal
Company, a Delaware corporation (the "Issuer"). Included as
shares of common stock owned in the figures set forth, except
where specifically noted or the context requires otherwise,
are the equivalent number of common shares into which
Depository Shares of Series A, Convertible Exchangeable
Preferred Stock, $1 par value per Preferred Share are
convertible. Each Depository Share is convertible into
approximately 1.7078 shares of Common Stock. The percentages
of Common Stock owned have been calculated by dividing: (1)
the number of Common shares 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 equivalent
shares owned by the reporting person. None of the reporting
persons has had any transactions in the issuer's securities
in the last 60 days.
The aggregate number of the Shares, as calculated above,
beneficially owned by the members of the Group identified in
this filing is 678,094 or 8.75% of the common stock as
calculated above (7,745,757 shares).
The response to this Item 1 is applicable to and
incorporated by reference into the response of each reporting
person set forth below.
Item 4. Purpose of Transaction.
The reporting persons (the "Group") have decided to work
together to take such steps as they may deem necessary or
helpful in the interests of the Company's shareholders, and,
in particular, the interests of Depositary Shareholders .
The Group does not plan to acquire additional securities
or dispose of securities presently owned. However, each
member of the Group reserves the right to acquire additional
securities or dispose of securities as market conditions may
warrant.
The response to this Item 4 is applicable to and
incorporated by reference into the response of each reporting
person set forth below.
INFORMATION ABOUT EACH REPORTING PERSON FOLLOWS:
AS TO FRANK E. WILLIAMS, JR.:
Item 1. Security and Issuer. See Item 1 under "As to All
Reporting Persons" above.
Item 2. Identity and Background. No change from previous
filing.
Item 3. Source and Amount of Funds or Other Consideration.
No change from previous filing.
Item 4. Purpose of Transaction. See Item 4 under "As to All
Reporting Persons" above.
Item 5. Interest in Securities of the Issuer. No change
from previous filing.
AS TO GUY ORLANDO DOVE, III
Item 1. Security and Issuer. See Item 1 under "As to All
Reporting Persons" above.
Item 2. Identity and Background. No change from previous
filing.
Item 3. Source and Amount of Funds or Other Consideration.
No change from previous filing.
Item 4. Purpose of Transaction. See Item 4 under "As to All
Reporting Persons" above.
Item 5. Interest in Securities of the Issuer. No change
from information previously reported.
AS TO DR. STEPHEN D. ROSENBAUM
Item 1. Security and Issuer. See Item 1 under "As to All
Reporting Persons" above.
Item 2. Identity and Background.
(a) Name: Dr. Stephen D. Rosenbaum
(b) Residence or Business Address: 817 N. Calvert St.
Baltimore, MD 21202
(c) Princpal Occupation: Orthopaedic Surgeon at above address
under own name
(d) and (e) During the last five years, Dr. Rosenbaum has not
been convicted in a criminal proceeding nor has he been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding become 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) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
During the past two years, Dr. Rosenbaum purchased 30,000
Depositary shares at $17-1/2 per share and 17,000 Depositary
shares at $14-7/8 per share, using his private funds.
Item 4. Purpose of Transaction. See Item 4 under "As to All
Reporting Persons" above.
Item 5. Interest in Securities of the Issuer. The
information included on Dr. Rosenbaum's cover page to this
Form and in Item 1 above is incorporated herein by reference.
AS TO ALL MEMBERS OF THE GROUP INCLUDED IN THIS FILING:
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Other than the understanding that each person or entity
named in Item 2 of the above schedules will join their
efforts to look after their interests as shareholders - at
this time, primarily as Depositary Shareholders. These
immediate efforts will include attempts to replace the
present Depositary Share directors. Other than the above,
there are no contracts, understandings or relationships with
respect to securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Ex-99 Agreement to Joint Filing.
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: July 7, 2000 /S
__________________________
Frank E. Williams, Jr.
Date: July 7, 2000 /S
___________________________
Guy O. Dove, III
Date: July 7, 2000 /S
____________________________
Stephen D. Rosenbaum
