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):
October 31, 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 Michael Armstrong had joined
its Board of Directors. Mr. Armstrong, 49, is a private investor specializing in
value investment situations and owns 11,334 depositary shares, each representing
one-quarter of a share of Westmoreland's Series A Convertible Exchangeable
Preferred Stock. Mr. Armstrong was formerly a licensed stockbroker with Quinn
Southwest (a division of Southwest Securities, Inc.) in Santa Fe, NM, and has
worked in the accounting and tax fields in Australia and the United Kingdom.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.7 -- Press release dated October 31, 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: October 31, 2000 /s/ Robert J. Jaeger
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By: Robert J. Jaeger
Senior Vice President-Finance
and Treasurer
<PAGE 1>
Exhibit 99.7
Westmoreland Announces Appointment
Of New Preferred Stock Director;
Seeks Second Preferred Director
Colorado Springs, CO - October 31, 2000 - Westmoreland Coal Company (AMEX: WLB)
announced today that Michael Armstrong had joined its Board of Directors. Mr.
Armstrong, 49, is a private investor specializing in value investment situations
and owns 11,334 depositary shares, each representing one-quarter of a share of
Westmoreland's Series A Convertible Exchangeable Preferred Stock. Mr. Armstrong
was formerly a licensed stockbroker with Quinn Southwest (a division of
Southwest Securities, Inc.) in Santa Fe, NM, and has worked in the accounting
and tax fields in Australia and the United Kingdom. Mr. Armstrong was brought to
the attention of the Company as a potential Board candidate by a representative
of Quinn Southwest. Customers of Quinn Southwest hold approximately 24% of the
total outstanding preferred shares in their accounts.
Mr. Armstrong joined the Board as a preferred stock director. 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.
Mr. Armstrong's appointment occurred at the request of Robert E. Killen and
James W. Sight. Messrs. Killen and Sight voluntarily resigned from their
preferred seats on the board in order to permit the appointment of individuals
who have significant preferred stockholdings as preferred stock directors. At
the request of the Company's directors, Messrs. Killen and Sight have agreed to
remain on the Board as directors at large. Messrs. Killen and Sight were elected
to the Board as preferred stock directors in 1996 with the support of the
Company's then-largest preferred stockholder. They were reelected in June 2000
at the Company's annual meeting with the favorable votes of the holders of
approximately 75% of the preferred shares voting at the meeting. Following the
annual meeting, a consent solicitation was initiated by a dissident group, the
Committee to Enhance Share Value ("Committee"), to remove Messrs. Killen and
Sight from their preferred seats on the Board. On October 26, the independent
inspector of elections reported that the Committee had obtained an insufficient
number of valid consents during the statutory period of solicitation to remove
Messrs. Killen and Sight from the Board.
In announcing Mr. Armstrong's appointment, and consistent with the Company's
repeated efforts to reach a compromise with the Committee, Westmoreland renewed
its invitation to Mr. Guy Dove to join the Company's Board as the second
preferred stock director. Mr. Dove is one of the three members of the Committee.
Christopher K. Seglem, Westmoreland's Chairman, President and CEO said, "The
Company continues to seek a compromise in the hope that it can put this issue
behind us and turn full attention to implementing our exciting strategic
business plan which we believe will benefit all shareholders."
In addition, the Company has requested that preferred stockholders call to its
attention potential candidates to fill the vacant preferred stock directorship.
The Company intends to consider these candidates if Mr. Dove fails to accept the
Company's offer promptly. Potential candidates should own significant shares of
preferred stock and meet the criteria for service on the Board of a public
company.
Messrs. Killen and Sight noted, "We deeply appreciate the support we have
received from stockholders over the past several years. And we remain committed
to addressing the interests of both preferred and common stockholders by helping
Westmoreland achieve long-term, sustainable profitability through continued
implementation of its exciting growth plan. We understand that many preferred
stockholders would prefer to be represented by individuals who own more
preferred shares than we do, and we believe the board realignment announced
today helps makes that possible."
Mr. Seglem added, "We applaud Messrs. Killen and Sight for their sensitivity to
preferred stockholders' wishes and thank them for their outstanding service on
our Board over the past years. Their commitment to all stockholders, including
preferred stockholders, is unquestionable, and their knowledge of the Company
and its strategies is irreplaceable. We deeply appreciate their willingness to
remain on the 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
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 operation. In the last several weeks,
Westmoreland has made several announcements relative to its progress in this
regard. On September 15, the Company announced an agreement to acquire Montana
Power's coal business for $138 million, and on September 28, the Company
announced an agreement to acquire the coal operations of Knife River Corporation
for $28.8 million. 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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Investor and Media Contact: Diane Jones (719) 442-2600
