S-3

As filed with the Securities and Exchange Commission on July 8, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________________________

WESTMORELAND COAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware	06-1500476
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9540 South Maroon Circle, Suite 200

Englewood, CO 80112

(303) 922-6463

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jennifer S. Grafton, Esq.

General Counsel and Secretary

Westmoreland Coal Company

9540 South Maroon Circle, Suite 200

Englewood, CO 80112

(303) 922-6463

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Amy Bowler, Esq.

Holland & Hart LLP

6380 S. Fiddlers Green Circle Suite 500

Greenwood Village, Colorado 80111

(303) 290-1600

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:   o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   x

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $2.50 per share	$10,000,000(1)	$1,288(2)

____________________

(1)	Estimated solely for the purpose of calculating the registration fee. In no event will the maximum aggregate offering price of all securities issued under this registration statement exceed $10,000,000.
(2)	Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, solely to register additional shares of common stock, par value $2.50 per share, of Westmoreland Coal Company (the “Company”). Pursuant to Rule 462(b), the contents of the Company’s Registration Statement on Form S-3 (File No. 333-180946), including the exhibits thereto and each of the documents incorporated therein by reference, are hereby incorporated by reference into this Registration Statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Englewood, State of Colorado, on July 8, 2014.

WESTMORELAND COAL COMPANY
By:	/s/ Keith E. Alessi
	Keith E. Alessi Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin A. Paprzycki and Keith E. Alessi, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Keith E. Alessi	Chief Executive Officer (Principal Executive Officer) and Director	July 8, 2014
Keith E. Alessi
/s/ Kevin A. Paprzycki	Chief Financial Officer and Treasurer (Principal Financial Officer)	July 8, 2014
Kevin A. Paprzycki
/s/ Russell H. Werner	Controller (Principal Accounting Officer)	July 8, 2014
Russell H. Werner
/s/ Robert P. King	President - U.S. Operations and Director	July 8, 2014
Robert P. King
/s/ Gail E. Hamilton	Director	July 8, 2014
Gail E. Hamilton
/s/ Michael G. Hutchinson	Director	July 8, 2014
Michael G. Hutchinson
/s/ Richard M. Klingaman	Director	July 8, 2014
Richard M. Klingaman
/s/ Craig R. Mackus	Director	July 8, 2014
Craig R. Mackus
/s/ Jan B. Packwood	Director	July 8, 2014
Jan B. Packwood
/s/ Robert C. Scharp	Director	July 8, 2014
Robert C. Scharp

EXHIBIT INDEX

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Exhibit	Filing Date	Filed Herewith
5.1	Legal opinion of Jennifer S. Grafton, Esq.					X
23.1	Consent of Jennifer S. Grafton (included in Exhibit 5.1)					X
23.2	Consent of Ernst & Young LLP					X
23.3	Consent of Tanner LLC					X
23.4	Consent of Deloitte LLP					X
24.1	Power of Attorney (included on signature page)

EX-5.1

Exhibit 5.1

WESTMORELAND COAL COMPANY

9540 South Maroon Circle, Suite 200, Englewood, CO 80112

Phone: (303) 922-6463

July 8, 2014

Westmoreland Coal Company

9540 South Maroon Circle, Suite 200

Englewood, CO 80112

Ladies and Gentlemen:

I am the General Counsel and Secretary of Westmoreland Coal Company, a Delaware corporation (the “Company”), and an attorney duly admitted to practice in the State of Colorado. I am familiar with (i) the Company’s Registration Statement on Form S-3 (File No. 333-180946) (the “Initial Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2012 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the related prospectus included in the Registration Statement (the “Base Prospectus”), (iii) a preliminary prospectus supplement to be filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (the “Preliminary Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”), and (iv) the Rule 462(b) Registration Statement on Form S-3 filed with the Commission on the date hereof (the “462(b) Registration Statement”, and together with the Initial Registration Statement, the “Registration Statement”), which are collectively related to the sale of an indeterminate number of shares of the Company’s common stock, $2.50 par value per share (collectively, the “Shares”), having an aggregate public offering price of up to $60,000,000.

I have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to my satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement, Prospectus, and such other documents relating to the Company as I have deemed material for the purposes of this opinion.

In examining the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, photostatic, or other copies, the authenticity of the originals of any such documents, and the legal capacity of all signatories to such documents.

I have further assumed that all necessary action will be taken, prior to the offer and sale of the Shares as described in the Registration Statement and Prospectus, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

I express no opinion herein as to the laws of any state or jurisdiction other than the Delaware General Corporate Law. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein,

and I undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and I assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise.

Based on the foregoing, I am of the opinion that, when both (a) the board of directors of the Company (the “Board”) or a committee thereof has taken all necessary corporate action to approve the execution and delivery of a definitive underwriting agreement, the issuance and terms of the offering of the Shares as set forth therein and related matters, and (b) certificates representing the Shares have been duly executed, countersigned, registered and delivered in accordance with the definitive underwriting agreement approved by the Board, the Shares will have been duly authorized for issuance by all necessary corporate action of the Company, and will be validly issued, fully paid, and nonassessable.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares during the period in which the Registration Statement is effective. Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

I hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and the incorporation by reference of this opinion in the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Jennifer S. Grafton

Jennifer S. Grafton

General Counsel and Secretary

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (No. 333- ) on Form S-3 of Westmoreland Coal Company and subsidiaries of our reports dated February 28, 2014, with respect to the consolidated financial statements of Westmoreland Coal Company and subsidiaries, Westmoreland Resources, Inc. and subsidiary, Westmoreland Energy LLC and subsidiaries, and Westmoreland Kemmerer, Inc., and the effectiveness of internal control over financial reporting of Westmoreland Coal Company and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Denver, Colorado

July 8, 2014

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors

Westmoreland Coal Company:

We consent to the reference to our firm under the caption “Experts” in this Registration Statement on Form S-3 of Westmoreland Coal Company, and to the incorporation by reference therein of our report dated March 12, 2013 relating to the Kemmerer Mine (Predecessor to Westmoreland Kemmerer, Inc.) Statements of Revenues and Direct Operating Expenses and Statements of Cash Flows for the month ended January 31, 2012 and the year ended December 31, 2011, included in Westmoreland Coal Company’s Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Tanner LLC

Salt Lake City, Utah

July 8, 2014

EX-23.4

EXHIBIT 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated April 25, 2014, relating to the combined consolidated financial statements of Prairie Mines & Royalty Ltd. and Coal Valley Resources Inc., appearing in the Current Report on Form 8-K dated May 2, 2014 of Westmoreland Coal Company, for the year ended December 31, 2013.

/s/ Deloitte LLP

Edmonton, Canada

July 8, 2014