-----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, TFc9t9OvsKMfM7U6AtU9z+4pEqC3R1LeRDYpOSzZMsXmI8GjzOhKAq+afKqRRu/f kIU9rphsjnwA2Mc5/+U1fw== /in/edgar/work/20000728/0000950133-00-003073/0000950133-00-003073.txt : 20000921 0000950133-00-003073.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950133-00-003073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000728 GROUP MEMBERS: GUY ORLANDO DOVE, III GROUP MEMBERS: STEPHEN E. ROSENBAUM GROUP MEMBERS: WILLIAMS FRANK E JR 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/A SEC ACT: SEC FILE NUMBER: 005-12668 FILM NUMBER: 680525 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: WILLIAMS FRANK E JR CENTRAL INDEX KEY: 0001055499 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 252483918 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2789-B HARTLAND ROAD CITY: FALLS CHURCH STATE: VA ZIP: 22043 BUSINESS PHONE: 7036414612 MAIL ADDRESS: STREET 1: 2798-B HARTLAND ROAD CITY: FALLS CHURCH STATE: VA ZIP: 22043 SC 13D/A 1 sc13da.txt SCHEDULE 13D AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSI0N Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Westmoreland Coal Company ------------------------------------------ (Name of Issuer) Common Stock, par value $2.50 per share ------------------------------------------- (Title of Class of Securities) 960878106 ------------------------------------------- (CUSIP Number) Frank E. Williams, Jr. 2789-B Hartland Road Falls Church, Virginia 22043 (703) 641-4612 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 26, 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 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). CUSIP No. 960878106 2 1 NAME OF REPORTING PERSON Frank E. Williams, Jr. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - ------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------- 7 SOLE VOTING POWER 288,634 ---------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY ---------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 288,634 REPORTING ----------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,634 -------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| -------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.92% -------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN 3 1. NAME OF REPORTING PERSON Guy Orlando Dove, III S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| ------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF, AF ------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ------------------------------------------------------- 7 SOLE VOTING POWER 252,820 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 10,000 BENEFICIALLY ----------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 252,820 REPORTING ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,820 ------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| ---------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.45% -------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN,AF 4 1. NAME OF REPORTING PERSON Stephen D. Rosenbaum S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| -------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF ------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| -------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------- 7 SOLE VOTING POWER 136,624 ------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER EACH 136,624 REPORTING ------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------- 11 AGGREGATE AMOUNT OWNED BENEFICIALLY BY EACH REPORTING PERSON 136,624 -------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| -------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.90% -------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN. 5 This Amended 13D is filed solely for the purpose of amending Item 4, to read in its entirety as set forth below. All other items of the Form 13D/A previously filed in July 2000 remain as reported in that document. Item 4. Purpose of Transaction. The reporting persons (the "Group") have decided to work together to take such steps as they may deem necessary or helpful in the interests of the Company's shareholders, and, in particular, the interests of Depositary Shareholders. These steps include the solicitation of consents of the Depositary shareholders to the removal of the present Preferred Stock directors and their replacement by Messrs. Williams and Dove. The Group does not plan to acquire additional securities or dispose of securities presently owned. However, each member of the Group reserves the right to acquire additional securities or dispose of securities as market conditions may warrant. The present Committee, as the Committee is now constituted, has no plans other than those stated in this document regarding the affairs of the Company. However, the individual members of the Committee are aware of a filing with Securities and Exchange Commission by Nelson Obus, a former member of the Committee, on behalf of Wynnefield Capital, Inc. and affiliated entities. This filing notes that while those entities ("Reporting Persons") have acquired their securities in the Company for investment purposes, they may in the future determine to: (i) acquire additional securities of the Company, thorough conversion of the Depositary Shares, open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the securities of the Company owned by them, or (iii) consider plans or proposals which would relate to or result in: (a) the acquisition of any person of additional securities of the Company; an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or its subsidiaries; (c) the sale or transfer of a material amount of assets of the Company or its subsidiaries; (d) any change in the board of directors or management of the Company, including any plans or proposals to change the number or terms of directors ore to fill any existing vacancies in the board of directors of the Company; (e) any material changes in the present capitalization or dividend policy of the Company; (f) any other material changes in the Company's charter, by-laws or corporate structure or instruments; any other action whether or not similar to those enumerated above. The Reporting Persons also reserved the right to take other actions to influence the management of the Company should they deem such actions appropriate. 6 While the members of the Committee have no plans, arrangements or understandings with Mr. Obus or the affiliated entities, and at this time have not formulated any such plans, arrangements or understandings as the Committee; depending heavily on the outcome of this current action to enhance shareholder value, it is possible that members of the Committee will seek to work with Mr. Obus, or independently pursue the actions so delineated, in furtherance of the above-stated goals. The response to this Item 4 is applicable to and incorporated by reference into the response of each reporting person set forth below. SIGNATURES 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. Date: July 25, 2000 S/Frank E. Williams,Jr. ------------------------- Frank E. Williams, Jr. Date: July 25, 2000 S/Guy O. Dove ------------- Guy O. Dove, III Date: July 25, 2000 S/Stephen D. Rosenbaum ---------------------- Stephen D. Rosenbaum -----END PRIVACY-ENHANCED MESSAGE-----