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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Westmoreland Coal Company
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(Name of Issuer)
Common Stock, $2.50 per share par value
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(Title of Class of Securities)
960878-10-6
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(CUSIP Number)
Beverly Cole McGuire
c/o Penn Virginia Corporation
One Radnor Corporate Center
Suite 200
100 Matsonford Road
Radnor, PA 19087 610-687-8900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 16, 1996
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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(b)(3) or (4), check the following box / / .
Check the following box if a fee is being paid with the statement / / . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
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CUSIP No. 960878-10-6 Page 2 of 3 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PENN VIRGINIA EQUITIES CORPORATION 51-0229894
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER
1,354,411
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 0
BY EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,354,411
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,354,411
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.45%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 13 amends and supplements the Statement on
Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on November 1, 1978 (the "Initial Statement"), as amended by
Amendments Nos. 1-12 filed with the Commission from time to time thereafter
(the Initial Statement and Amendment Nos. 1-12 inclusive, the "Statement"), by
Penn Virginia Equities Corporation, a Delaware corporation (the "Company"),
relating to the common stock, par value $2.50 per share of Westmoreland Coal
Company, a Delaware corporation ("Westmoreland").
The undersigned hereby amends and supplements Items 4 and 5 of the
Statement by adding the following information (capitalized terms used herein
without definition shall have the same meaning as set forth in the Statement):
Item 4. Purpose of Transaction.
Item 4 is hereby amended by the addition of the following:
On September 16, 1996, the Company contributed 400,000 shares of
Common Stock to the Penn Virginia Corporation Benefits Trust Fund (the "VEBA"),
which is a voluntary employees' beneficiary association under Section 501(c)(9)
of the Internal Revenue Code of 1986, as amended (the "Code"). The VEBA funds
in part life, sick, accident or other benefits that may be provided under
Section 501(c)(9) of the Code for eligible active and retired employees of Penn
Virginia Corporation ("Penn Virginia") and its affiliates, and their eligible
spouses and dependents, excluding any employees who are key employees, as
defined in Section 416(i) of the Code.
The Company and Penn Virginia currently intend to sell or otherwise
dispose of a significant portion of or all of the remaining shares of Common
Stock held by the Company, subject to then prevailing market and economic
conditions and other factors. Such sales or other dispositions may be public
market sales effected pursuant to Rule 144 under the Securities Act of 1933
unless an exemption thereform is available or private transactions. Any such
sales or other dispositions may be effected in a single transaction at any time
or a series of transactions from time to time.
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended by the addition of the following:
After the contribution of the 400,000 shares of Common Stock to the
VEBA referred to in Item 4 above (as to which shares of Common Stock the
Company and Penn Virginia disclaim beneficial ownership), based upon the
information provided in Westmoreland's Proxy Statement dated August 8,
1996, the Company is currently the beneficial owner of 1,354,411 shares of
Common Stock, representing approximately 19.4% of Westmoreland's issued and
outstanding Common Stock and approximately 14.6% of the Total Voting Power of
Westmoreland.
Except for the contribution of shares of Common Stock to the VEBA in
the transaction described in Item 4 above, no transactions in the shares of
Common Stock were effected during the past 60 days by the Company, or, to the
best of its knowledge, any of the persons identified in Item 2 of the
Statement.
SIGNATURE
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.
PENN VIRGINIA EQUITIES CORPORATION
By: /s/ Beverly Cole McGuire
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Beverly Cole McGuire, Secretary
Dated: September 16, 1996
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