<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSI0N
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Westmoreland Coal Company
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(Name of Issuer)
Common Stock, par value $2.50 per share
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(Title of Class of Securities)
960878106
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(CUSIP Number)
Frank E. Williams, Jr.
2789-B Hartland Road
Falls Church, Virginia 22043
(703) 641-4612
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
JULY 26, 2000
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(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
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1 NAME OF REPORTING PERSON Frank E. Williams, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
288,634
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
288,634
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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1. NAME OF REPORTING PERSON Guy Orlando Dove, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF, AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
262,820
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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%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN,AF
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1. NAME OF REPORTING PERSON Stephen D. Rosenbaum
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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
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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%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN.
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This Amended 13D is filed solely for the purpose of amending Item 4, to read in
its entirety as set forth below. All other items of the Form 13D/A previously
filed in July 2000 remain as reported in that document.
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. These steps include the solicitation of consents of the Depositary
shareholders to the removal of the present Preferred Stock directors and their
replacement by Messrs. Williams and Dove.
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 present Committee, as the Committee is now constituted, has no plans
other than those stated in this document regarding the affairs of the Company.
However, the individual members of the Committee are aware of a filing with
Securities and Exchange Commission by Nelson Obus, a former member of the
Committee, on behalf of Wynnefield Capital, Inc. and affiliated entities. This
filing notes that while those entities ("Reporting Persons") have acquired their
securities in the Company for investment purposes, they may in the future
determine to: (i) acquire additional securities of the Company, thorough
conversion of the Depositary Shares, open market purchases, private agreements
or otherwise, (ii) dispose of all or a portion of the securities of the Company
owned by them, or (iii) consider plans or proposals which would relate to or
result in: (a) the acquisition of any person of additional securities of the
Company; an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or its subsidiaries; (c)
the sale or transfer of a material amount of assets of the Company or its
subsidiaries; (d) any change in the board of directors or management of the
Company, including any plans or proposals to change the number or terms of
directors ore to fill any existing vacancies in the board of directors of the
Company; (e) any material changes in the present capitalization or dividend
policy of the Company; (f) any other material changes in the Company's charter,
by-laws or corporate structure or instruments; any other action whether or not
similar to those enumerated above. The Reporting Persons also reserved the right
to take other actions to influence the management of the Company should they
deem such actions appropriate.
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While the members of the Committee have no plans, arrangements or understandings
with Mr. Obus or the affiliated entities, and at this time have not formulated
any such plans, arrangements or understandings as the Committee; depending
heavily on the outcome of this current action to enhance shareholder value, it
is possible that members of the Committee will seek to work with Mr. Obus, or
independently pursue the actions so delineated, in furtherance of the
above-stated goals.
The response to this Item 4 is applicable to and incorporated by
reference into the response of each reporting person set forth below.
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 25, 2000
S/Frank E. Williams,Jr.
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Frank E. Williams, Jr.
Date: July 25, 2000
S/Guy O. Dove
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Guy O. Dove, III
Date: July 25, 2000
S/Stephen D. Rosenbaum
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Stephen D. Rosenbaum
