-----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, FZHJc2eMMISdYqcn4FrpZs+FRDAkancFfC/sdk2zk+AbSzHphkb3HqgHeW8yorYt fzDcD9amkRmen8lTlZRT+Q== 0000935836-98-000188.txt : 19980903 0000935836-98-000188.hdr.sgml : 19980903 ACCESSION NUMBER: 0000935836-98-000188 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980902 SROS: NONE 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 SEC ACT: SEC FILE NUMBER: 005-12668 FILM NUMBER: 98703230 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: SIMON JEROME L CENTRAL INDEX KEY: 0001069471 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 735 MONTGOMERY ST STREET 2: STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156771405 SC 13D 1 OMB APPROVAL OMB Number:3235-0145 Expires: August 31, 1999 Estimated average burden hours per form 14.90 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 (Title of Class of Securities) 960878304 (CUSIP Number) Christopher J. Rupright, Esq. Shartsis Friese & Ginsburg LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 (415) 421-6500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 15, 1998 (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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1746 (10-97) CUSIP No. 960878304 Page 2 of 8 Pages - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON Lonestar Partners, L.P. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 531,746 REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 531,746 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,746 - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4 - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN CUSIP No. 960878304 Page 3 of 8 Pages - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON Jerome L. Simon - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 531,746 REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 531,746 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,746 - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4 - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA and IN CUSIP No. 960878304 Page 4 of 8 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock (the "Stock") of Westmoreland Coal Company ("WCC"). The principal executive office of WCC is located at 2 North Cascade Ave., 14th Floor, Colorado Springs, CO 80903-1614. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows: (a) Lone Star Partners, L.P., a Delaware limited partnership ("LP") and Jerome L. Simon ("Simon"). (b) The business address of LP and Simon is 735 Montgomery St., Suite 400, San Francisco, CA 94111. (c) Simon is the investment adviser to and general partner of LP, which is an investment limited partnership. (d) During the last five years, none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of such persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Simon is a citizen of the United States of America. CUSIP No. 960878304 Page 5 of 8 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds used in purchasing the Stock were as follows: Purchaser Source of Funds Amount LP Working Capital $911,492.68 Simon (1) Funds Under Manager $911,492.68 (1) Includes funds of LP invested in Stock. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have purchased the Stock for investment purposes. Simon is the co-chairman of the Official Committee of Equity Security Holders (the "Equity Committee"), formed in connection with WCC's bankruptcy proceeding in the United States Bankruptcy Court for the District of Colorado (the "Court"). As such, Simon may influence control of WCC through the Equity Committee. For example, the Equity Committee has applied to the Court for an order converting cases in the Court regarding WCC to cases under Chapter 7 of the United States Bankruptcy Code. CUSIP No. 960878304 Page 6 of 8 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The beneficial ownership of the Stock of the persons named in Item 2 of this statement is as follows at the date hereof: Aggregate Beneficially Owned Voting Power Dispositive Power Name Number Percent Sole Shared Sole Shared LP 531,746 7.4 -0- 531,746 -0- 531,746 Simon 531,746 7.4 -0- 531,746 -0- 531,746 The persons filing this statement effected the following transactions in the Stock on the dates indicated, and such transactions are the only transactions in the Stock by the persons filing this statement since April 15, 1998: Purchase Number Price Name or Sale Date of Shares Per Share LP S 6-5-98 23,000 1.3750 LP S* 6-11-98 2,000 8.0000 LP S 6-11-98 2,500 0.8125 LP P* 6-12-98 15,000 5.6333 LP P 6-12-98 80,000 0.1663 LP P 6-15-98 50,000 0.2834 LP P 6-16-98 31,800 0.2800 LP P* 6-29-98 7,000 5.6125 LP P* 6-30-98 10,000 4.8838 LP P* 7-2-98 5,000 4.7900 LP P* 7-6-98 8,300 4.7900 LP P* 7-16-98 30,000 5.3000 LP P* 7-28-98 2,500 8.0600 LP P 7-28-98 2,500 1.1038 * Denotes transaction in Depository Shares of WCC representing 1/4 of a Share of Series A Convertible Exchangeable Preferred Stock of WCC, each share of which is convertible into 1.708 shares of Stock. All transactions were executed through the over the counter market. CUSIP No. 960878304 Page 7 of 8 Pages ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Simon is the general partner of WCC pursuant to a limited partnership agreement providing to Simon the authority, among other things, to invest the funds of WCC in Stock, to vote and dispose of Stock and to file this statement on behalf of WCC. Pursuant to such limited partnership agreement, the general partner of WCC is entitled to allocations based on assets under management and realized and unrealized gains. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. SIGNATURES After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct. DATED: September 2, 1998. Lonestar Partners, L.P. By: /s/ Jerome S. Simon /s/ Jerome L. Simon Jerome L. Simon, Jerome L. Simon General Partner CUSIP No. 960878304 Page 8 of 8 Pages EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of common stock of Westmoreland Coal Company. For that purpose, the undersigned hereby constitute and appoint Jerome L. Simon as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. DATED: September 2, 1998. Lonestar Partners, L.P. By: /s/ Jerome L. Simon /s/ Jerome L. Simon Jerome L. Simon, Jerome L. Simon General Partner Simon 13D\1006245 -----END PRIVACY-ENHANCED MESSAGE-----