-----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, GTvTwEtqgmFWgnKarPMi9+IFsHxT+Ci+vDs3jb3CAx6ccDQukZzQcjtNPRd0a0hh f86GgrffMHerfdyC28C9oA== 0000106455-95-000026.txt : 19951218 0000106455-95-000026.hdr.sgml : 19951218 ACCESSION NUMBER: 0000106455-95-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951215 ITEM INFORMATION: Other events FILED AS OF DATE: 19951215 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11155 FILM NUMBER: 95601891 BUSINESS ADDRESS: STREET 1: 700 THE BELLEVUE STREET 2: 200 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155452500 MAIL ADDRESS: STREET 1: 700 THE BELLEVUE STREET 2: 200 S. BROAD STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 8-K 1 November 27, 1995 File Desk New York Stock Exchange, Inc. 20 Broad Street New York, NY 10005 Gentlemen: Enclosed is a one manually signed copy of Westmoreland Coal Company's Form 8-K electronically filed with the Securities and Exchange Commission on November 14, 1995. Very truly yours, Robert J. Jaeger Vice President - Finance Treasurer, and Controller Enclosure SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Nov. 14, 1995 -------------- Westmoreland Coal Company - ------------------------- (Exact name of registrant as specified in its charter) Delaware 0-752 23-1128670 - -------- ----- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification #) 14th Floor - Holly Sugar Bldg., 2 North Cascade Avenue Colorado Springs, Colorado 80903 - ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (719) 442-2600 - -------------- Item 7. Exhibits. -------- Press release dated November 14, 1995. Press release dated December 13, 1995. Letter to Shareholders dated December 1, 1995. Exhibit 1 Westmoreland Announces Third Quarter 1995 Results Colorado Springs, CO -- November 14, 1995 -- Westmoreland Coal Company (NYSE:WCX) today announced its third quarter 1995 financial results. THIRD QUARTER 1995 FINANCIAL RESULTS Westmoreland Coal Company's net loss was $83.0 million in the third quarter of 1995 compared to a net loss of $0.7 million in the third quarter of 1994. This loss was primarily due to the recognition of $91.2 million in liabilities in connection with the idling of the Company's Virginia Division coal mining operations. Net loss applicable to common shareholders was $84.2 million, or a loss of $12.10 per share, in the third quarter of 1995 compared to a net loss applicable to common shareholders of $1.9 million, or a loss of $0.28 per share, in the third quarter of 1994. The difference between net loss and net loss applicable to common shareholders is the result of the recognition of dividends payable to preferred shareholders, even if a preferred stock dividend was not declared. The net loss applicable to common shareholders resulted in a shareholders' deficit of $43.7 million. As previously reported, the preferred stock dividend for the third quarter of 1995 was suspended in September due to the anticipation of this deficit in shareholders' equity after the idling of the Virginia Division. The Company's operating loss was $83.1 million in the third quarter of 1995 compared to $0.9 million of operating income in the same period in 1994. Operating income for Westmoreland Energy, Inc., the Company's independent power operations segment, was $2.9 million compared to operating income of $3.0 million in the third quarter of 1994. The operating loss of the Coal Operations segment was $86.1 million in the third quarter of 1995 compared to an operating loss of $2.2 million in same period in 1994. The major factors contributing to the operating loss were (1) an operating loss of $79.0 million for the Virginia Division, compared with $1.0 million in operating income for the same period in 1994, and (2) the elimination of earnings of Criterion Coal Company which was sold in December, 1994 and the Hampton Division which was sold in January, 1995 ($1.3 million of operating income having been generated in the second quarter of 1994 from both properties). The increased operating loss at the Virginia Division is attributable to the recognition of certain liabilities associated with idling the Division during the third quarter and higher per ton production costs. Total liabilities recognized were postretirement medical costs of $38.2 million, a UMWA pension withdrawal liability of $20 million, the writedown of assets of $18.9 million, early retirement costs of $8.6 million and other costs totaling approximately $5.5 million. The Virginia Division also recognized a $23.5 million gain during the third quarter from the sale of its coal supply contract with Duke Power. Coal revenues in the third quarter of 1995 were $20.0 million from 1.5 million tons sold compared to $90.3 million from 3.6 million tons sold in the same period in 1994. The decrease was due to (1) the sale of the assets of Criterion Coal Company in 1994 and the sale of the Hampton Division in January, 1995, (2) reduced sales from the idled Virginia Division and (3) a significant reduction in brokered coal sales and the elimination of export coal sales. See the attached Financial Highlights for additional information. First Nine Months 1995 Financial Results - ---------------------------------------- Westmoreland Coal Company's net loss was $92.0 million in the first nine months of 1995 compared to a net loss of $7.2 million in the first nine months of 1994. Again, this loss was primarily due to the recognition of $91.2 million in liabilities in connection with the third quarter idling of the Company's Virginia Division coal mining operations. Net loss applicable to common shareholders was $94.4 million, or a loss of $13.56 per share, in the first nine months of 1995 compared to a net loss applicable to common shareholders of $9.7 million, or a loss of $1.39 per share, in the first nine months of 1994. Results for the nine months of 1995 included $9.6 million of gains on asset sales. Operating income for Westmoreland Energy, Inc. was $9.9 million for the first nine months of 1995 compared to $2.2 million for the same period in 1994. The Company's operating loss was $99.1 million higher in the 1995 period than in 1994 principally due to (1) $96.5 million of increased operating losses at the Virginia Division and (2) the elimination of earnings of Criterion Company and the Hampton Division ($7.6 million in the first nine months of 1994 from both properties). This was offset by a $7.7 million improvement in operating income at Westmoreland Energy, Inc. Coal revenues for the first nine months of 1995 were $100.3 million from 5.5 million of tons sold compared to $295.4 million from 11.6 million tons sold in the first nine months of 1994. See the attached Financial Highlights for additional information. Liquidity Outlook - ----------------- Due to the carrying costs of the Virginia Division in its idled state and the ongoing cash costs related to postretirement medical and workers' compensation benefits, the Company's liquidity resources would be inadequate to meet operating requirements after the first quarter of 1996 without additional steps being taken. Accordingly, management expects to address this near-term problem by continuing to reduce costs and seeking buyers and/or operators for all or part of the Virginia Division's assets and/or related businesses. The Company, however, cannot give assurances at this time that these steps can be accomplished. Christopher K. Seglem, Westmoreland's President and Chief Executive Officer said, Our strategy to divest under-performing assets and disengage from business lines with low margins and high working capital costs resulted in the continued viability of the Company during 1995, and the accumulation of cash resources for investment in strong new cash generating assets such as our ROVA II cogeneration facility and the Corona Group, our latest acquisition, which provides technical services and repair and maintenance services to the electric power industry. However, the idling of the Virginia Division operations became crucial due to continuing and increasing losses in the first half of the year. The idling resulted in the recognition of substantial liabilities associated with those operations as well as the creation of a shareholders' deficit. Some of these charges may be reversed depending on the final disposition of the Virginia Division. We continue to aggressively seek suitable agreements for the sale or operation of the Virginia Division's assets and facilities. The Virginia Division's assets should be a source, not a use of cash in the near term. The operating facilities cannot be maintained in idled status indefinitely, however, due to high carrying costs. Likewise, it is essential that we promptly resolve a substantial portion of our heritage costs (liabilities for workers' compensation and postretirement medical benefits) and reclamation and pension obligations. As we have said before, meeting the cost of these continuing obligations represents the Company's greatest challenge. Our carrying and heritage costs drain over $3.0 million per month of cash from the Company's reserves. Unless settled promptly, they will eliminate important resources of cash for reinvestment and continued operations. After more than three years of successfully implementing the necessary pieces of a turnaround plan, we remain squarely focused on these issues which must be satisfactorily resolved before Westmoreland can fully go forward to reinvest, grow and regain sustainable financial stability. Third Quarter 10-Q Filed - ------------------------ Westmoreland today filed its third quarter Form 10-Q with the Securities and Exchange Commission. Shareholders interested in receiving a copy of the Form 10-Q can request a copy from Westmoreland Coal Company by writing to the Company at the following address: Westmoreland Coal Company, Shareholder Relations Department, 2 North Cascade Ave., 14th Floor, Colorado Springs, CO, 80903. The Form is also available electronically through the Securities and Exchange Commission's EDGAR system EX-2 2 EXHIBIT 2 Westmoreland Announces Transaction with Ark Land Company Colorado Springs, CO -- December 13, 1995 -- Westmoreland Coal Company (NYSE:WCX) today announced today that it has reached agreement with Ark Land Company, a subsidiary of Arch Minerals for the release to Ark of approximately 1.5 million tons of coal Westmoreland held under lease from Ark in Letcher County, Kentucky, and Wise County, Virginia, where Westmoreland's Virginia Division operations are located. In exchange for this, Westmoreland will receive approximately $2.5 million cash in January, 1996 and will receive a reduction in future minimum annual rentals for the portion of the Ark Lease retained by Westmoreland. As Part of transaction, Westmoreland will receive a credit for minimum rentals payable in January, 1996, and resolve a boundary dispute. Ark will also consent to any future transfer of other reserves Westmoreland holds under leases with Ark. This is a significant step in our plan to realize value from our idled Virginia Division operations. We appreciate the cooperation of Ark Land Company in resolving the underlying boundary dispute and are glad that we could reach an agreement that benefits both companies, said Christopher K. Seglem, Westmoreland's President and Chief Executive Officer. ### For information contact Diane Jones (719) 448-5814. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WESTMORELAND COAL COMPANY Date: December 1, 1995 By: ----------------------------- Robert J. Jaeger Vice President - Finance, Treasurer, and Controller EX-3 3 December 1, 1995 Dear Fellow Shareholder: We recently filed our 1995 third quarter Form 10-Q report with the Securities and Exchange Commission. We also issued a news release which summarized the quarter's financial results; a copy is attached for your convenience and information. The purpose of this letter is to give you a brief summary and update of the issues behind the results discussed in the Form 10-Q and our previous communications with you. Virginia Division - ----------------- As you will recall, substantial and increasing losses at the Virginia Division caused us to idle those operations in late summer and sell the above-market priced Duke Power coal contract in order to preserve as much of that asset's value as possible. We had been seeking a buyer for the Virginia Division for some time, and on July 31, 1995, we reported that we had entered into negotiations with A.T. Massey Coal Company for the sale of the remaining assets of the Virginia Division and Pine Branch Mining Incorporated, a small surface mining subsidiary which provided coal to the Division. Unfortunately, those negotiations proved unsuccessful, as have discussions with other companies for the sale of the Division as a whole. The biggest problem has been the possible exposure of any purchaser to Westmoreland's very large people-related heritage costs. Current coal market prices and the cost of production have also been issues. We have maintained the Virginia Division operations on hot idle status over the past three months in the hope that a sale could be consummated which would include reactivation of a substantial portion of the previous operations, along with the re-employment of mine workers and the transfer of certain liabilities, including reclamation obligations. This hot idle status has cost us just over $1 million per month, and although significantly less than the losses we were incurring while operating the property, is not something we can allow to continue. However, rather than converting certain operations to cold idle status and sealing and permanently reclaiming others, we have initiated efforts to implement an alternative strategy which may satisfy our primary objectives - the elimination of operating losses and the transfer of operating liabilities. This alternative strategy is to allow capable and responsible contract miners to reopen idled mines. Westmoreland would not be involved in any operating role. Our role would be purely to retain primary liability for the heritage costs. We would expect the contractors to assume primary responsibility for operating liabilities. The key to their success, of course, will be their ability to produce coal competitively. We are currently in discussions with a number of potential contractors and will report further to you at the appropriate time. Of course, we will remain open to possibilities for the sale of various assets, operations, or the whole Division as opportunities may arise. Recognition of Liabilities - -------------------------- The substantial loss reported in the third quarter and the resulting shareholders' deficit were driven by the recognition of liabilities associated with the idled Virginia Division. Although we had earlier reported that the recognition of liabilities would be necessary with the idling of the Virginia Division, we could not definitively determine their magnitude until negotiations for the possible sale of assets were completed. When a sale had not materialized by the end of the third quarter, we were required for accounting purposes to recognize virtually all of those liabilities. If future transactions are consummated with potential contract operators or buyers, we may be able to recover certain of the accounting charges. As a result of these charges, the declaration and payment of a preferred dividend is not legally permissible under Delaware law at this time. The Board of Directors will consider reinstatement of the dividend at such time as shareholders' equity and earnings have reached the levels required by Delaware law. Liquidity - --------- Measures taken to date have assured sufficient liquidity of the Company through the end of 1995 and into 1996. However, due to the carrying costs of the Virginia Division in its idled state and more significantly, the ongoing cash costs related to postretirement medical and workers' compensation benefits, the Company's liquidity resources would be inadequate to meet operating requirements after the first quarter of 1996 unless additional steps are taken. The Company remains committed to implementing such steps. We have targeted three principle areas for aggressive and innovative action. First, of course, are the steps discussed above with respect to the Virginia Division. Second, is the containment and reduction of the heritage costs, including the improved management of medical and workers' compensation benefits. A key component to our strategy in this area is the full implementation of the managed health care program which was negotiated with the United Mine Workers of America (UMWA) in the 1993 Coal Wage Agreement. While the managed care program is only mandatory for active UMWA employees, it is especially important that we get the voluntary participation of retirees. We believe this is in everyone's best interest. Tom Sharpe, formerly our Corporate Controller, has been assigned full time to lead our efforts in this area. Third, is the continued reduction of costs and the generation of cash from additional sources. The sale of Cleancoal Terminal, which was completed since we last wrote, will save us $840,000 a year in interest payments. Other steps such as leveraging our assets are being pursued. We expect additional cash flows from Roanoke Valley II, the equity portion of which we fully funded in October, and from our investment in Dominion Terminal Associates. Help may even come from Washington, D.C. Along with a number of similarly situated companies, we have supported legislation which would permit us to receive surplus pension assets without paying heavy excise taxes. Additionally, in our case, the utilization of our net operating tax loss carryforwards (NOLs) would allow us not to pay income taxes on the amounts received. While we cannot assure the successful outcome of any of these steps, we can assure you that we are aggressively pursuing them. Growth - ------ As we have previously reported, the key to Westmoreland's long-term success is growth. We must find new sources of operating income and make use of our NOLs, which shelter taxable income, to offset the heritage costs. In other words, instead of paying taxes, we will pay postretirement benefits. To do this, new sources of income must be acquired and developed. From there we can go on to build shareholder value. Even with the situation at Virginia Division not yet finally resolved, we have been moving into this next growth stage. In October we funded Roanoke Valley II, a 50 MW plant in North Carolina, and will have the full benefit of its earnings and cash distributions in 1996 and beyond. We also completed our first strategic acquisition on November 1, 1995, with the purchase of The Corona Group, Inc. from OESI Power Corporation. The Corona Group provides technical repair and maintenance services to the electric power industry. Corona also manufactures and utilizes specialized tools and equipment allowing power plant outage work to be performed on-site with increased efficiency, saving time and money. This business has an excellent growth potential in light of current trends in the power industry to reduce costs and become more competitive, in part, by outsourcing various functions. Westmoreland paid $2.5 million in cash and assumed various notes in exchange for 100% of the stock of Corona. Drawing upon its solid fuel expertise and proven track record as a successful developer, Westmoreland Energy, Inc. also recently received initial siting approval from the City of Madison, Illinois, for a new 66 MW waste fuel power project. The new project, called Metro East, is 80% owned by Westmoreland and will sell power to Illinois Power. The project has been under development for over a year, and is expected to reach financial closing late in 1996 or early 1997. We are increasingly spending time looking for new opportunities. Identifying good opportunities and raising the capital to finance them will be formidable challenges with no guarantee of success, but we are anxious to get on with it. It is critical that our cash be used for these purposes. In closing, let me thank you for your continued support. Many of you have contacted us over the past three months, and we appreciate the quality of your questions, comments, and suggestions. Don't hesitate to contact us, and in particular Diane Jones, who officially assumed responsibility for Shareholder Relations in late September, with your concerns or suggestions at any time. We will continue to send these letters every ninety days or so, but we appreciate the fact that you may want to talk to someone more frequently. We welcome your calls. All of us here at Westmoreland wish you a joyous and safe Holiday Season. Sincerely, Christopher K. Seglem Enclosure -----END PRIVACY-ENHANCED MESSAGE-----