<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Westmoreland Coal Company
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $2.50 per share par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
960878-10-6
------------------------------------
(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
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 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).
Page 1 of 18
<PAGE> 2
SCHEDULE 13D
CUSIP No. 960878-10-6 PAGE 2 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PENN VIRGINIA EQUITIES CORPORATION 51-0229894
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
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
755,811
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 755,811
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,811
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.85%
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14 TYPE OF REPORTING PERSON
CO
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Page 2 of 18
<PAGE> 3
This Amendment No. 14 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. 1-13
filed with the Commission from time to time thereafter (the Initial Statement
and Amendment Nos. 1-13 inclusive, the "Statement"), by Penn Virginia Equities
Corporation, a Delaware corporation (the "Company"), relating to the common
stock, par value $2.50 per share (the "Common Stock") 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:
Between December 17 and December 19, 1996, the Company sold 450,000
shares of Common Stock owned by the Company in private transactions. The sale
of 250,000 shares of Common Stock, at $.50 per share, in a private transaction
was made pursuant to a Stock Purchase Agreement, dated December 19, 1996,
between the Company and the Harris McLean Financial Group, Ltd. The sales of
the balance of 200,000 shares of Common Stock sold in private transcations,
which sales were completed on December 18, 1996, were accompanied by (a) letter
agreement, dated December 17, 1996, among the Company, Harry J. Weitzel and
Susan G. Weitzel (50,000 shares at $.50 per share) (b) a letter agreement,
dated December 18, 1996, between the Company and Ann Harrison Offutt (50,000
shares at $.50 per share) and (c) a letter agreement, dated December 17, 1996,
between the Company and Guy A. Dove III (100,000 shares at $.50 per share). In
addition, between October 16, 1996 and December 17, 1996 and on December 20,
199 and December 23, 1996, the Company sold in the market an aggregate of
148,600 shares of Common Stock owned by the Company, as detailed in the
following table:
<TABLE>
<CAPTION>
No. of Average Daily
Date of Sale Shares Sold Price Per Share
- ------------ ----------- ---------------
<S> <C> <C>
October 16, 1996 5,400 $3.0090
October 18, 1996 200 $3.0000
December 5, 1996 8,000 $2.6250
December 12, 1996 50,000 $1.7315
December 20, 1996 32,000 $1.5039
December 23, 1996 53,000 $1.0000
=======
TOTAL 148,600
</TABLE>
The foregoing description of the private transactions is qualified in
its entirety by reference to the above mentioned Stock Purchase Agreement,
which is filed as Exhibit Q hereto, and the above mentioned letter agreements
which are filed as Exhibits R, S and T hereto, respectively, and are
incorporated herein by reference.
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended by the addition of the following:
After the sale of the 598,600 shares of Common Stock in the private
and market transactions referred to in Item 4 above, based upon the information
provided in Westmoreland's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, the Company is currently the beneficial owner of 755,811
shares of Common Stock, representing approximately 10.85% of Westmoreland's
issued and outstanding Common Stock and approximately 8.16% of the Total Voting
Power of Westmoreland.
Except for the sale of shares of Common Stock in the private and
market transactions 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.
Item 7. Materials to Be Filed As Exhibits.
Exhibit Q Stock Purchase Agreement, dated
December 19 1996, between Penn
Virginia Equities Corporation and
Harris McLean Financial Group, Ltd.
Exhibit R Letter agreement, dated December 17,
1996, among Penn Virginia Equities
Corporation, Harry J. Weitzel and
Susan G. Weitzel.
Exhibit S Letter agreement, dated December 17,
1996, between Penn Virginia Equities
Corporation and Ann Harrison Offutt.
Exhibit T Letter agreement, dated December 17,
1996, between Penn Virginia Equities
Corporation and Guy A. Dove III.
Page 3 of 18
<PAGE> 4
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
Beverly Cole McGuire, Secretary
Dated: December 23, 1996
Page 4 of 18
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
------- ----
<S> <C>
Q Stock Purchase Agreement, dated December 19 1996, between Penn Virginia
Equities Corporation and Harris McLean Financial Group, Ltd.
R Letter agreement, dated December 17, 1996, among Penn Virginia Equities
Corporation, Harry J. Weitzel and Susan G. Weitzel.
S Letter agreement, dated December 17, 1996, between Penn Virginia Equities
Corporation and Ann Harrison Offutt.
T Letter agreement, dated December 17, 1996, between Penn Virginia Equities
Corporation and Guy A. Dove III.
</TABLE>
Page 5 of 18
<PAGE> 1
EXHIBIT Q
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT, dated as of December 19, 1996 (the
"Agreement"), between Penn Virginia Equities Corporation, (the "Seller"), and
HARRIS MCLEAN FINANCIAL GROUP LTD. (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Seller beneficially owns 1,090,811 shares of
common stock, par value $2.50 per share, of Westmoreland Coal Company, a
Delaware corporation ("Westmoreland") (the "Westmoreland Common Stock");
WHEREAS, Purchaser is a merchant banker and investor; and
WHEREAS, the Seller desires to sell 250,000 shares of
Westmoreland Common Stock (the "Shares") and Purchaser desires to purchase the
Shares in accordance with the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual agreements,
covenants, representations and warranties contained herein and intending to be
legally bound hereby, the parties hereto agree as follows:
I. SALE OF THE SHARES
1.1 Sale and Purchase of Shares. On the date hereof (the "Closing
Date"), the Seller has transferred, assigned, sold and delivered to the
Purchaser and the Purchaser has purchased from the Seller, the Shares for a per
Share purchase price of $0.50 per Share, or $125,000 in the aggregate (the
"Purchase Price").
1.2 Actions on the Closing Date; Method of Payment of Purchase
Price. On the Closing Date, (a) the Seller sent to the transfer agent for the
Westmoreland Common Stock a certificate or certificates representing the number
of the Shares, accompanied by a stock power or powers duly endorsed to the
Purchaser, with irrevocable instructions to transfer the Shares to the name of
the Purchaser; and (b) the Purchaser paid the Purchase Price to the Seller by
wire transfer of immediately available funds to a bank account designated by
Seller.
II. CERTAIN REPRESENTATIONS AND WARRANTIES
2.1 Certain Representations and Warranties by the Seller. The
Seller represents and warrants to the Purchaser as follows:
(a) the Seller is duly authorized to execute and deliver
this Agreement and this Agreement is valid and binding, enforceable against it
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally;
Page 6 of 18
<PAGE> 2
(b) neither the execution of this Agreement nor the
consummation by the Seller of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction or any kind
to which the Seller is a party or by which it or any of its properties is bound;
(c) no consent, approval, order or authorization of any
court, administrative agency, other governmental entity or any other person is
required by or with respect to the Seller in connection with the execution and
delivery of this Agreement by the Seller;
(d) the transfer of the Shares by the Seller hereunder to
the Purchaser will pass good and marketable title to the Shares to each of the
Purchaser, free and clear of all liens, except as may have been created by the
Purchaser and except that the certificates for the Shares may be legended to
restrict transfer of the Shares except in compliance with applicable securities
laws; and
(e) the Seller has not engaged in directed selling
efforts in or directed toward the United States with respect to the sale of the
Shares.
2.2 Certain Representations and Warranties by the Purchaser. The
Purchaser represents and warrants to the Seller as follows:
(a) the Purchaser is duly authorized to execute and
deliver this Agreement and this Agreement is valid and binding, enforceable
against it in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally;
(b) neither the execution of this Agreement nor the
consummation by the Purchaser of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which the Purchaser is a party or by which the Purchaser or any of its
properties is bound;
(c) no consent, approval, order or authorization of any
court, administrative agency, other governmental entity or any other person is
required by or with respect to the Purchaser in connection with the execution
and delivery of this Agreement by it;
(d) the Purchaser understands and acknowledges that the
Shares have not been and will not be registered under the Securities Act, and
may not be offered or sold in the United States or to, or for the account or
benefit of, any U.S. Person, unless such Shares are registered under the
Securities Act or such offer or sale is made pursuant to an exemption from the
registration requirements of the Securities Act;
(e) the Purchaser understands and acknowledges that the
Seller and its affiliates and representatives have made no representations or
warranties whatsoever to the
Page 7 of 18
<PAGE> 3
Purchaser with respect to Westmoreland, including its assets, liabilities,
properties, business, financial condition, public filings, financial statements
and prospects;
(f) the Purchaser is purchasing the Shares for its own
account or for persons or accounts as to which it exercises investment
discretion. The Purchaser (and any person or account on whose behalf such
Purchaser is purchasing) is knowledgeable, sophisticated and experienced in
making, and is qualified to make, decisions with respect to investments in
restricted securities (such as this Agreement and the Shares) and has
requested, received, reviewed and considered all information it deems relevant
in making a decision to execute this Agreement and to purchase the Shares. The
Purchaser is purchasing the Shares for investment purposes and not with a view
to distribution. The Purchaser has no present intention of selling or reselling
the Shares into the United States or to, or for the account or benefit of, a
U.S. Person. To the extent that the certificate representing the Shares is
registered in the name of the Purchaser's nominee, the Purchaser confirms that
such nominee is acting as custodian for Purchaser of the securities represented
thereby; and
(g) neither the Purchaser nor any person or account on
whose behalf Purchaser is purchasing the Shares is a U.S. Person. The
Purchaser, and any person or account on whose behalf the Purchaser is
purchasing the Shares, was not located in the United States at the time it
received the offer to purchase the Shares, is not located in the United States
on the date of its execution of this Agreement and was not nor will be located
in the United States on the date on which its buy order for the Shares
originated or will originate.
III. COVENANTS
3.1 Covenants of Purchaser. The Purchaser hereby agrees and
covenants as follows:
(a) For a period of forty (40) days following the closing
of the purchase and sale of the Shares under this Agreement (the "Restricted
Period"), the Purchaser shall not (i) engage in any activity for the purpose
of, or which may reasonably be expected to have the effect of, conditioning the
market in the United States for the Shares, or (ii) offer or sell the Shares in
the United States or to, or for the account or benefit of, a U.S. Person. The
Purchaser shall not deliver this Agreement to any person (other than its
professional advisers). The Purchaser understands that the Shares are
transferable only on the books of the Company and its transfer agent and that
the Company and its transfer agent may have their own policies with respect to
the registration or transfer of any Shares;
(b) unless registered under the Securities Act, any
proposed offer, sale or transfer of any of the Shares purchased by the
Purchaser hereunder during the Restricted Period shall be subject to the
condition that (i) neither record nor beneficial ownership of the Shares
evidenced thereby has been offered or sold in the United States or to, or for
the account or benefit of, any U.S. Person, (ii) the Purchaser shall have
received and delivered to Seller a written certification of the proposed
transferee that such transferee (or any account for which such transferee is
acquiring such Shares) is not a U.S. Person, is acquiring such Shares for such
Page 8 of 18
<PAGE> 4
transferee's own account (or an account over which it has investment
discretion), and that such transferee is knowledgeable of and agrees to be
bound by the restrictions on re-sale set forth in this Section 3.1 and
Regulation S during the Restricted Period, (iii) the offer, sale and transfer
of such Shares is made in accordance with the provisions of Rule 903 or Rule
904 promulgated under the Securities Act; pursuant to registration of the
Shares under the Securities Act; or pursuant to an available exemption from the
registration requirements under the Securities Act; and (iv) a written opinion
of United States counsel, in form and substance reasonably satisfactory to
Seller, to the effect that the offer, sale and transfer of such shares are
exempt from registration under the Securities Act;
(c) all offering materials and documents (other than
press releases) used in connection with offers and sales during the Restricted
Period of any of the Shares purchased by the Purchaser hereunder shall include
statements to the effect that the Shares have not been registered under the
Securities Act and may not be offered or sold in the United States or to U.S.
Persons (other than distributors) unless the Shares are registered under the
Securities Act, or an exemption from the registration requirements of the
Securities Act is available, and such statements shall appear as required under
Rule 902(h)(2) promulgated under the Securities Act;
(d) the Purchaser agrees that, prior to the expiration of
the Restricted Period, it will not enter into any short sales or sales against
the box involving Westmoreland Common Stock or any derivative security position
involving Westmoreland Common Stock that increases in value as the value of the
Shares decreases, including, but not limited to, a long put option, short call
option or other put-equivalent position, equity swaps or any other "hedging"
agreement with regard to any of the Shares by which any such Purchaser shifts
any of the economic risk relating to the Shares to, or for the account or
benefit of, U.S. Persons or into the United States;
(e) the Purchaser understands and acknowledges that if it
re-offers all or any part of the Shares in the United States, the Purchaser
(and/or certain persons who participate in any such re-offer) may be deemed,
under certain circumstances, to be an "underwriter" as defined in section 2(11)
of the Securities Act; and
(f) the Purchaser will not, directly or indirectly,
voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) its
rights under this Agreement or the Shares otherwise than in compliance with
this Agreement and the Securities Act, any applicable state securities or blue
sky laws and any applicable securities laws of jurisdictions outside the United
States, and the rules and regulations promulgated thereunder.
IV. MISCELLANEOUS
4.1 Parties in Interest. This Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
Page 9 of 18
<PAGE> 5
4.2 Entire Agreement; Amendments; Waiver. This Agreement contains
the entire understanding between the Seller, on the one hand, and the
Purchaser, on the other, with respect to its subject matter. This Agreement
may be amended only by written instrument duly executed by all of the parties
hereto. No party may waive any term, provision, covenant or restriction of
this Agreement except by duly signed writing referring to the specific
provision to be waived.
4.3 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be delivered personally
or transmitted by telex, fax or telegram, confirmed by certified mail (air mail
in the case of international communications) or internationally recognized
courier service, postage prepaid, to the respective parties as follows:
(a) If to the Seller, to:
Penn Virginia Equities Corporation
1105 N. Market Street
Suite 1300
P.O.Box 8985
Wilmington, DE 19899
With a copy to:
Penn Virginia Corporation
One Radnor Corporate Center
Suite 200
100 Matsonford Road
Radnor, PA 19087
Attention: A. James Dearlove
Facsimile: (610) 687-3688
(b) If to the Purchaser, to:
Harris McLean Financial Group Ltd.
Global House
Grand Cayman
Cayman Islands
Attn: Richard C. Harris, III
Facsimile: (809) 949-6508
or to such other address as any party may have furnished to the other in
writing in accordance herewith.
4.4 Governing Law. This Agreement will be governed by and
construed in accordance with the internal laws of the Commonwealth of
Pennsylvania, without regard to the conflicts of laws provisions thereof.
Page 10 of 18
<PAGE> 6
4.5 Severability of Provisions; Survival. Except as expressly set
forth herein to the contrary, if any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. All representations,
warranties, covenants and agreements of the parties hereto shall survive the
purchase and sale of the Shares hereunder.
4.6 Counterparts; Headings. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same document. The article and
section headings contained herein are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
4.7 Assignment. None of the parties to this Agreement may assign
any of its rights or obligations under this Agreement without the prior written
consent of the other parties hereto.
4.8 Expenses. Each of the parties hereto shall pay the fees and
expenses it incurs in connection with this Agreement, other than as a result of
the breach hereof by any other party hereto.
4.9 Certain Definitions. For purposes of this Agreement:
(a) "affiliate" shall have the meaning set forth in Rule
12b-2 promulgated under the Securities Exchange Act of 1934 or any successor
rule thereto.
(b) "beneficially owned" shall have the meaning set forth
in Rule 13d-3 promulgated under the Securities Exchange Act of 1934 or any
successor rule thereto.
(c) "directed selling efforts" shall have the meaning set
forth is Rule 902(b) promulgated under the Securities Act or any successor rule
thereto.
(d) "Regulation S" means Rule 901 through 904 promulgated
under the Securities Act or any successor rules thereto.
(e) "Securities Act" means the Securities Act of 1933, as
amended.
(f) "U.S. Person" shall have the meaning set forth in
Rule 902(o) promulgated under the Securities Act or any successor rule thereto.
(g) "United States" means the United States of America,
its territories and possessions, any state of the United States, and the
District of Columbia.
4.10 Submission to Jurisdiction. Each of the parties hereto
submits to the exclusive jurisdiction of the state courts of the Commonwealth
of Pennsylvania and the federal courts of the United States located in the
Commonwealth of Pennsylvania for purposes of any judicial
Page 11 of 18
<PAGE> 7
proceedings arising out of the subject matter of this Agreement. Each of the
parties hereby designates the Secretary of State of the Commonwealth of
Pennsylvania as its agent upon whom any legal process may by served in
connection with such proceedings.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written.
HARRIS MCLEAN FINANCIAL GROUP LTD.
By: /s/ Roderick A. McLean
------------------------------------
Name: Roderick A. McLean
Title: President
PENN VIRGINIA EQUITIES CORPORATION
By: /s/ A. James Dearlove
------------------------------------
Name: A. James Dearlove
Title: President
Page 12 of 18
<PAGE> 1
EXHIBIT R
Penn Virginia Equities Corporation
1105 N. Market Street
Suite 1300
Wilmington, DE 19899
December 17, 1996
Mr. and Mrs. Harry J. Weitzel
203 Nottingham Road
Annapolis, MD 21405
Dear Mr. and Mrs. Weitzel:
You are today purchasing from us 50,000 shares of common stock
of Westmoreland Coal Company (the "Shares"). In connection with that purchase
we have asked you to confirm the following:
You understand and acknowledge that the Shares have not been
and will not be registered under the Securities Act of 1933, as amended, and
may not be offered or sold by you unless such Shares are registered under the
Securities Act or such offer or sale is made pursuant to an exemption from the
registration requirements of the Securities Act.
You further understand that Penn Virginia may be deemed an
"affiliate" of Westmoreland Coal Company and that the Shares may be deemed
"restricted securities" as such terms are defined in Rule 144 under the
Securities Act.
You understand and acknowledge that neither Penn Virginia nor
its affiliates or representatives have made any representations or warranties
whatsoever to you with respect to Westmoreland, including its assets,
liabilities, properties, business, financial condition, public filings,
financial statements and prospects.
You acknowledge that you are purchasing the Shares for your
own account or for persons or accounts as to which you exercise investment
discretion.
Page 13 of 18
<PAGE> 2
Mr. and Mrs. Harry J. Weitzel
December 17, 1996
Page 2
You (and any person or account on whose behalf you are purchasing) are
knowledgeable, sophisticated and experienced in making, and are qualified to
make, decisions with respect to investments in restricted securities (such as
the Shares) and you have requested, received, reviewed and considered all
information you deem relevant in making a decision to purchase the Shares. You
are purchasing the Shares for investment purposes and not with a view to
distribution. You have no present intention of selling or reselling the
Shares. To the extent that the certificate representing the Shares is
registered in the name of any nominee of you, you confirm that such nominee is
acting as custodian for you of the securities represented thereby.
Sincerely,
/s/ A. James Dearlove
President
We confirm the understandings
stated above.
/s/ Susan G. Weitzel
- -----------------------------------
Susan G. Weitzel
/s/ Harry J. Weitzel
- -----------------------------------
Harry J. Weitzel
Date: December 17, 1996
-----------------------------
Page 14 of 18
<PAGE> 1
EXHIBIT S
Penn Virginia Equities Corporation
1105 N. Market Street
Suite 1300
Wilmington, DE 19809
December 17, 1996
Ms. Ann Harrison Offutt
3515 Butler Road
Glyndon, MD 21071
Dear Ms. Offutt:
You are today purchasing from us 50,000 shares of common stock
of Westmoreland Coal Company (the "Shares"). In connection with that purchase
we have asked you to confirm the following:
You understand and acknowledge that the Shares have not been
and will not be registered under the Securities Act of 1933, as amended, and
may not be offered or sold by you unless such Shares are registered under the
Securities Act or such offer or sale is made pursuant to an exemption from the
registration requirements of the Securities Act.
You further understand that Penn Virginia may be deemed an
"affiliate" of Westmoreland Coal Company and that the Shares may be deemed
"restricted securities" as such terms are defined in Rule 144 under the
Securities Act.
You understand and acknowledge that neither Penn Virginia nor
its affiliates or representatives have made any representations or warranties
whatsoever to you with respect to Westmoreland, including its assets,
liabilities, properties, business, financial condition, public filings,
financial statements and prospects.
Page 15 of 18
<PAGE> 2
Ms. Ann Harrison Offutt
December 17, 1996
Page 2
You acknowledge that you are purchasing the Shares for your
own account or for persons or accounts as to which you exercise investment
discretion. You (and any person or account on whose behalf you are purchasing)
are knowledgeable, sophisticated and experienced in making, and are qualified
to make, decisions with respect to investments in restricted securities (such
as the Shares) and you have requested, received, reviewed and considered all
information you deem relevant in making a decision to purchase the Shares. You
are purchasing the Shares for investment purposes and not with a view to
distribution. You have no present intention of selling or reselling the
Shares. To the extent that the certificate representing the Shares is
registered in the name of any nominee of you, you confirm that such nominee is
acting as custodian for you of the securities represented thereby.
Sincerely,
/s/ A. James Dearlove
President
I confirm the understandings
stated above.
/s/ Ann Harrison Offutt
- -----------------------------
Ann Harrison Offutt
Date: December 18, 1996
------------------------
Page 16 of 18
<PAGE> 1
EXHIBIT T
Penn Virginia Equities Corporation
1105 N. Market Street
Suite 1300
Wilmington, DE 19899
December 17, 1996
Mr. Guy A. Dove III
Pinnacle Oil Company
3528 K. Street N.W.
Washington, DC 20005
Dear Mr. Dove:
You are today purchasing from us 100,000 shares of common
stock of Westmoreland Coal Company (the "Shares"). In connection with that
purchase we have asked you to confirm the following:
You understand and acknowledge that the Shares have not been
and will not be registered under the Securities Act of 1933, as amended, and
may not be offered or sold by you unless such Shares are registered under the
Securities Act or such offer or sale is made pursuant to an exemption from the
registration requirements of the Securities Act.
You further understand that Penn Virginia may be deemed an
"affiliate" of Westmoreland Coal Company and that the Shares may be deemed
"restricted securities" as such terms are defined in Rule 144 under the
Securities Act.
You understand and acknowledge that neither Penn Virginia nor
its affiliates or representatives have made any representations or warranties
whatsoever to you with respect to Westmoreland, including its assets,
liabilities, properties, business, financial condition, public filings,
financial statements and prospects.
Page 17 of 18
<PAGE> 2
Mr. Guy A. Dove III
December 17, 1996
Page 2
You acknowledge that you are purchasing the Shares for your
own account or for persons or accounts as to which you exercise investment
discretion. You (and any person or account on whose behalf you are purchasing)
are knowledgeable, sophisticated and experienced in making, and are qualified
to make, decisions with respect to investments in restricted securities (such
as the Shares) and you have requested, received, reviewed and considered all
information you deem relevant in making a decision to purchase the Shares. You
are purchasing the Shares for investment purposes and not with a view to
distribution. You have no present intention of selling or reselling the
Shares. To the extent that the certificate representing the Shares is
registered in the name of any nominee of you, you confirm that such nominee is
acting as custodian for you of the securities represented thereby.
Sincerely,
/s/ A. James Dearlove
President
I confirm the understandings
stated above.
/s/ Guy A. Dove III
- -----------------------------
Guy A. Dove III
Date: December 17, 1996
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Page 18 of 18
