8-K 1 wcc_8k041108.htm FORM 8-K Form 8-K

UNITED STATES
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):   April 9, 2008


WESTMORELAND COAL COMPANY
(Exact Name of Registrant as Specified in Charter)

Delaware 001-11155 23-1128670
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

2nd Floor, 2 North Cascade Avenue, Colorado Springs, CO       80903
(Address of Principal Executive Offices)                                       (Zip Code)

Registrant’s telephone number, including area code: (719) 442-2600

______________________________________________________
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Board of Directors of the Company amended Article 3 of the Company's By-laws (the "By-laws"), effective as of April 9, 2008, to decrease the minimum number of Directors of the Company from five (5) to four (4), which number shall include the number of Preferred Stock Directors. The maximum number of Directors of the Company remains eleven (11).

The full text of the By-laws, as amended, is filed as Exhibit 3.1 to this Current Report, and amended Article 3 thereof is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits

  (c)   Exhibits

  Exhibit 3.1 - Westmoreland Coal Company Amended and Restated Bylaws


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 hereunto duly authorized.

WESTMORELAND COAL COMPANY
   
Date:   April 11, 2008 By:  /s/ Kevin A. Paprzycki
Kevin A. Paprzycki
Chief Financial Officer
(A Duly Authorized Officer)



EXHIBIT INDEX

Exhibit No. Description

3.1 Westmoreland Coal Company Amended and Restated Bylaws