-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D13PVtdWqWmDc/VNNLQcspHeB+uOIecr5Msd172YbDI/0nyVr0phf5fVzYEMUkwp v+xQ0RhTq282s5UWJfue7A== /in/edgar/work/20000526/0000912057-00-026524/0000912057-00-026524.txt : 20000919 0000912057-00-026524.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-026524 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000526 GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE L P I GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE LP GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE OFFSHORE FUND LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTMORELAND COAL CO CENTRAL INDEX KEY: 0000106455 STANDARD INDUSTRIAL CLASSIFICATION: [1220 ] IRS NUMBER: 231128670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-12668 FILM NUMBER: 644410 BUSINESS ADDRESS: STREET 1: 2 NORTH CASCADE AVENUE 14TH FLOOR STREET 2: 200 S BROAD ST CITY: COLORADO SPRINGE STATE: CO ZIP: 80903 BUSINESS PHONE: 7194422600 MAIL ADDRESS: STREET 1: 2 N CASCADE AVE STREET 2: # 14THFL CITY: COLORADO SPRINGS STATE: CO ZIP: 80903-1614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* WESTMORELAND COAL COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $2.50 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 960878106 - -------------------------------------------------------------------------------- (CUSIP Number) Nelson Obus Wynnefield Capital, Inc. One Penn Plaza, Suite 4720 New York, New York 10119 (212) 760-0134 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 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 Sections 240.13d-1(e), 240.13d-1(f), 240.13d-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 Section 240.13d-7 for the 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 the disclosures provided in a prior cover page. The information required in 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 NUMBER 960878106 (1) Name of Reporting Persons. Wynnefield Partners Small Cap Value, L.P. I.R.S. Identification Nos. of Above Persons (entities only) N/A (2) Check the Appropriate Box if a (a) /X/ Member of a Group (see instructions) (b) / / (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal / / Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Delaware Number of Shares (7) Sole Voting 257,110 Power Beneficially (8) Shared Voting 478,136 Owned by Each Power Reporting Person (9) Sole Dispositive 257,110 Power with: (10) Shared Dispositive 478,136 Power (11) Aggregate Amount Beneficially Owned 735,246 by Each Reporting Person (12) Check if the Aggregate Amount in / / Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 10.4% Amount in Row (11) (14) Type of Reporting Person (see instructions) PN CUSIP NUMBER 960878106 (1) Name of Reporting Persons Wynnefield Partners Small Cap Value, L.P. I I.R.S. Identification Nos. of Above Persons (entities only) (2) Check the Appropriate Box if a (a) /X/ Member of a Group* (b) / / (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal / / Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Delaware Number of Shares (7) Sole Voting 339,087 Power Beneficially (8) Shared Voting 396,159 Owned by Each Power Reporting Person (9) Sole Dispositive 339,087 Power with: (10) Shared Dispositive 396,159 Power (11) Aggregate Amount Beneficially Owned 735,246 by Each Reporting Person (12) Check if the Aggregate Amount in / / Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 10.4% Amount in Row (11) (14) Type of Reporting Person (see instructions) PN CUSIP NUMBER 960878106 (1) Name of Reporting Persons Wynnefield Small Cap Value Offshore Fund, Ltd. I.R.S. Identification Nos. of Above Persons (entities only) (2) Check the Appropriate Box if a (a) /X/ Member of a Group* (b) / / (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal / / Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Cayman Islands Number of Shares (7) Sole Voting 139,049 Power Beneficially (8) Shared Voting 596,197 Owned by Each Power Reporting Person (9) Sole Dispositive 139,049 Power with: (10) Shared Dispositive 596,197 Power (11) Aggregate Amount Beneficially Owned 735,246 by Each Reporting Person (12) Check if the Aggregate Amount in / / Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 10.4% Amount in Row (11) (14) Type of Reporting Person (see instructions) PN
SCHEDULE 13D Filed Pursuant to Rule 13d-1 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D ("Statement") relates to common stock, $2.50 par value (the "Common Stock"), of WESTMORELAND COAL COMPANY, a Delaware corporation ("Issuer"). The principal executive offices of the Issuer are located at 2 North Cascade Avenue, 14th Floor, Colorado Springs, Colorado 80903. This Statement replaces in its entirety the Statement on Schedule 13D/A filed by the "Reporting Persons" as part of a separate and distinct 13D "group" on March 3, 2000. The Reporting Persons identified in this Statement have withdrawn from the group identified in the Schedule 13D filed by the separate group on March 3, 2000. Included as shares of Common Stock, unless specifically noted otherwise, are the equivalent number of common shares into which Depository Shares of Series A Convertible Exchangeable Preferred Stock of the Issuer, $1.00 par value per Preferred Share are convertible. Each Depository Share is convertible into approximately 1.7078 shares of Common Stock. The percentage of Common Stock owned has been calculated by dividing: (1) the number of shares of Common Stock 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 Common Stock shares into which Depository Shares owned by the Reporting Persons are convertible. The aggregate number of shares beneficially owned by the members of the Group identified in this filing is 735,246, or 10.4% of the common stock as calculated above (7,079,909 shares). ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is filed by Wynnefield Partners Small Cap Value, L.P. ("Wynnefield"), Wynnefield Partners Small Cap Value, L.P. I ("Wynnefield I"), and Wynnefield Small Cap Value Offshore Fund, Ltd. ("Wynnefield Offshore") (collectively the "Reporting Persons"). This Statement also includes information about the following persons (collectively, the "Controlling Persons"): Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("Capital"), Nelson Obus ("Obus") and Joshua Landes ("Landes"). The Reporting Persons and the Controlling Persons are sometimes collectively referred to as the "Item 2 Persons." The Reporting Persons have included as APPENDIX A to this Statement on Schedule 13D an agreement in writing that this Statement is filed on behalf of each of them. (b) and (c) REPORTING PERSONS Wynnefield and Wynnefield I are Delaware limited partnerships. Wynnefield Offshore is a Cayman Island private investment company. The principal business of each Reporting Person is the purchase, sale, exchange, acquisition and holding of investment securities. The principal address of each Reporting Person, which also serves as its principal office, is One Penn Plaza, Suite 4720, New York, New York 10119. CONTROLLING PERSONS The principal address of each Controlling Person, which also serves as such person's principal office, is One Penn Plaza, Suite 4720, New York, New York 10119. Wynnefield: WCM, a New York limited liability company, is the general partner of Wynnefield. The principal business of WCM is money management and acting as an advisor to Wynnefield and other entities and activities related thereto. Obus and Landes, directly and through WCM, own a controlling interest in Wynnefield. Obus is the managing member of WCM. The principal occupation of Obus and Landes is financial management. Wynnefield I: WCM, a New York limited liability company, is the general partner of Wynnefield I. The principal business of WCM is money management and acting as an advisor to Wynnefield I and other entities and activities related thereto. Obus and Landes, directly and through WCM, own a controlling interest in Wynnefield I. Obus is the managing member of WCM. The principal occupation of Obus and Landes is financial management. Wynnefield Offshore: Capital, a Delaware corporation, is the investment manager of Wynnefield Offshore. The principal business of Capital is money management and acting as an advisor to Wynnefield Offshore and other entities and activities related thereto. Obus and Landes are the directors, principal executive officers and controlling shareholders of Capital. Obus and Landes are the directors and principal executive officers of Wynnefield Offshore. The principal occupation of Obus and Landes is financial management. (d) and (e) During the last five (5) years, no Item 2 Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and no Item 2 Person was a party to a civil proceeding of a judicial or 6. administrative body of competent jurisdiction such that, as a result of such proceeding, any Item 2 Person was or is 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) Obus and Landes are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of the funds used by each of the Reporting Persons to purchase the reported securities was working capital. Wynnefield acquired: 1) 253, 353 shares of Common Stock from August 18, 1995 through March 1, 2000 on the open market at prices ranging from $.54 to $4.44, and 2) 2,200 Depository Shares on the open market on April 14, 2000 at $15.80 per share. Wynnefield I acquired: 1) 334,647 shares of Common Stock from March 9, 1998 through March 1, 2000 on the open market at prices ranging from $1.54 to $3.75, and 2) 2,600 Depository Shares on the open market on April 14, 2000 at $15.80 per share. Wynnefield Offshore acquired: 1) 137,000 shares of Common Stock from April 8, 1997 through March 1, 2000 on the open market at prices ranging from $.54 to $3.47, and 2) 1,200 Depository Shares on the open market on April 14, 2000 at $15.80 per share. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons each acquired the reported securities for investment purposes. However, the Reporting Persons intend to pursue a dialogue with management regarding enhancing shareholder value. The Reporting Persons also intend to review continuously their investment in the Issuer, and may in the future determine to : (i) acquire additional securities of the Issuer, through conversion of the Depository Shares, open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the securities of the Issuer owned by them, or (iii) consider plans or proposals which would relate to or result in: (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies of the board of directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments; (h) any other action 7. whether or not similar to those enumerated above. The Reporting Persons also reserve the right to take other actions to influence the management of the Issuer should they deem such actions appropriate. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The following table provides the aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons on May 18, 2000 (based on 7,069,663 shares of Common Stock outstanding as reported on the Issuer's Form 10-Q for the period ended March 31, 2000). For purposes of calculating the number of voting shares and the total percentages listed below, each is calculated as if each Reporting Person has converted all convertible securities held by such Reporting Person into Common Stock as described in Item 1 of this Statement, subject to the total number of shares of Common Stock authorized under the Issuer's Certificate of Incorporation.
WYNNEFIELD WYNNEFIELD I WYNNEFIELD TOTAL ---------- ------------ OFFSHORE ----- ---------- COMMON STOCK 253,353 334,647 137,000 725,000 DEPOSITORY SHARES 2,200 2,600 1,200 6,000 DEPOSITORY SHARES AS 3,757 4,440 2,049 10,246 CONVERTED* PERCENTAGE** 3.6 4.8 2.0 10.4
*As converted into Common Stock at a conversion ratio of 1.7078 shares of Common Stock for each Depository Share. ** Common Stock beneficially owned as a percent of (i) 7,069,663 shares of Common Stock, plus (ii) the number of shares of Common Stock into which Depository Shares held by that entity are convertible, resulting in denominators of 7,073,420; 7,074,103; 7,071,712 and 7,079,909, respectively. CONTROLLING PERSONS Each of WCM, Obus and Landes may be deemed to be the beneficial owner of the reported securities beneficially owned by Wynnefield. Each of WCM, Obus and Landes may be deemed to be the beneficial owner of the reported securities beneficially owned by Wynnefield I. 8. Each of Capital, Obus and Landes may be deemed to be the beneficial owners of the securities owned by Wynnefield Offshore. (b) REPORTING PERSONS Each of the Reporting Persons has the sole power to vote or direct the vote and to dispose or direct the disposition of the reported securities it holds. The Reporting Persons have acquired an aggregate of 6,000 Depository Shares of the Issuer on the open market within the last 60 days. (c) Not applicable. (d) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Persons have agreed to pursue a dialogue with management regarding enhancing shareholder value. The Reporting Persons also intend to review continuously their investment in the Issuer, and may in the future determine to: (i) acquire additional securities of the Issuer, through conversion of the Depository Shares, open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the securities of the Issuer owned by them, or (iii) consider plans or proposals which would relate to or result in: (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies of the board of directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments; (h) any other action whether or not similar to those enumerated above. The Reporting Persons also reserve the right to take other actions to influence the management of the Issuer should they deem such actions appropriate. 9. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. TITLE OF EXHIBIT - ----------- ---------------- Not applicable. (SIGNATURE PAGE FOLLOWS) 10. After reasonable inquiry, and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: May 26, 2000 WYNNEFIELD PARTNERS SMALL CAP VALUE, LP By: Wynnefield Capital Management, LLC, its general partner By: /s/ Nelson Obus Name: Nelson Obus Title: Managing Member WYNNEFIELD PARTNERS SMALL CAP VALUE, LP I By: Wynnefield Capital Management, LLC, its general partner By: /s/ Nelson Obus Name: Nelson Obus Title: Managing Member WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. its general partner By: /s/ Nelson Obus Name: Nelson Obus Title: President 11. JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock and depository receipts of Westmoreland Coal Company. This Joint Filing Agreement shall be included as an exhibit to such filing. In evidence thereof, each of the undersigned, being duly authorized where appropriate, hereby executes this Joint Filing Agreement as of the 26th day of May, 2000. WYNNEFIELD PARTNERS SMALL CAP VALUE, LP By: Wynnefield Capital Management, LLC, its general partner By: /s/ Nelson Obus Name: Nelson Obus Title: Managing Member WYNNEFIELD PARTNERS SMALL CAP VALUE, LP I By: Wynnefield Capital Management, LLC, its general partner By: /s/ Nelson Obus Name: Nelson Obus Title: Managing Member WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. its general partner By: /s/ Nelson Obus Name: Nelson Obus Title: President 12. -----END PRIVACY-ENHANCED MESSAGE-----