-----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, VeqUBQfEyAuu13MtaugIu3Tt6oBLJ83bQ71yp5b/PO2PtuObMzN7nnQoAeULSi93 38/Zbn9X61ewKcU/mo+j/A== 0000912057-01-507581.txt : 20010410 0000912057-01-507581.hdr.sgml : 20010410 ACCESSION NUMBER: 0000912057-01-507581 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010409 GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE LP GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, LP I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTMORELAND COAL CO CENTRAL INDEX KEY: 0000106455 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 231128670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-12668 FILM NUMBER: 1598129 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/A 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/A 1 a2044941zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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. 450 7th Avenue, Suite 509 New York, NY 10123 (212) 760-0278 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2001 ------------------------------------------------ (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 166,391 Power Beneficially (8) Shared Voting 315,198 Owned by Each Power Reporting Person (9) Sole Dispositive 166,391 Power with: (10) Shared Dispositive 315,198 Power (11) Aggregate Amount Beneficially Owned 481,589 by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) / / (13) Percent of Class Represented by 6.7% 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 227,212 Power Beneficially (8) Shared Voting 254,377 Owned by Each Power Reporting Person (9) Sole Dispositive 227,212 Power with: (10) Shared Dispositive 254,377 Power (11) Aggregate Amount Beneficially Owned 481,589 by Each Reporting Person (12) Check if the Aggregate Amount in / / Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 6.7% 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 87,987 Power Beneficially (8) Shared Voting 393,602 Owned by Each Power Reporting Person (9) Sole Dispositive 87,987 Power with: (10) Shared Dispositive 393,602 Power (11) Aggregate Amount Beneficially Owned 481,589 by Each Reporting Person (12) Check if the Aggregate Amount in / / Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 6.7% Amount in Row (11) (14) Type of Reporting Person (see instructions) PN SCHEDULE 13D Filed Pursuant to Rule 13d-2 INTRODUCTORY STATEMENT This statement amends the Schedule 13D previously filed jointly by the Reporting Persons on May 26, 2000, as amended by that Amendment No. 1 to Schedule 13D filed jointly by the Reporting Persons on July 27, 2000 and by that Amendment No. 2 to Schedule 13D filed jointly by the Reporting Persons on February 2, 2001 (collectively, the "Schedule 13D"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. The response to Item 1 is hereby amended and restated, in its entirety, to read as follows: 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. 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-K (7,069,663), 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 481,589, or 6.7% of the common stock calculated as described above (7,238,052 shares). ITEM 2. IDENTITY AND BACKGROUND. Not Amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Amended ITEM 4. PURPOSE OF TRANSACTION. Not Amended. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 5 is hereby amended and restated, in its entirety, to read as follows: (a) The following table provides the aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons as of March 30, 2001 (based on 7,069,663 shares of Common Stock outstanding as reported on the Issuer's Form 10-K for the period ended December 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 Offshore Total ---------- ------------ ------------------- ------- Common Stock 101,153 153,947 58,100 313,200 Depository Shares 38,200 42,900 17,500 98,600 Depository Shares as Converted* 65,238 73,265 29,887 168,389 Percentage** 2.3% 3.2% 1.2% 6.7%
* 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 7,134,901; 7,142,928; 7,099,550 and, 7,238,052 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. Each of Capital, Obus and Landes may be deemed to be the beneficial owners of the securities owned by Wynnefield Offshore. 6. Except as set out in this Item 5, each Reporting Person declares that the filing of this Schedule 13D shall not be construed as an admission of beneficial ownership. (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. (c) The Reporting Persons have sold an aggregate of 138,900 shares of the Common Stock of the Issuer and an aggregate of 400 shares of the Depository Shares of the Issuer on the open market since the filing of the previous Schedule 13D/A. (d) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not Amended. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not Amended. 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: April 6, 2001 WYNNEFIELD PARTNERS SMALL CAP VALUE, LP By: Wynnefield Capital Management, LLC, its general partner By: /s/ Nelson Obus ------------------------------- Name: Nelson Obus Title: Managing Member 7. 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 8. -----END PRIVACY-ENHANCED MESSAGE-----