-----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, NDY6lS2kWh55/MGGeuWl5QtW6x1a6cwpiWUFm1AygCT9NLtMlu+/oW4WcdU6c7bj 2l+JVWRvnJ48ft2+6zLhOg== 0001026608-98-000001.txt : 19980204 0001026608-98-000001.hdr.sgml : 19980204 ACCESSION NUMBER: 0001026608-98-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980202 ITEM INFORMATION: FILED AS OF DATE: 19980203 SROS: NONE 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: SEC FILE NUMBER: 001-11155 FILM NUMBER: 98519972 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 8-K 1 Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report(Date of earliest event reported): February 2, 1998 WESTMORELAND COAL COMPANY ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-752 23-1128670 -------- ----- ---------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or Number Identification organization) No.) 2 North Cascade Avenue, 14th Floor, Colorado Springs, Colorado - -------------------------------------------------------------- 80903 - ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 719-442-2600 ------------ Item 5. Other Events The Company announced today that it and four subsidiaries have filed a Joint Plan of Reorganization with the U.S. Bankruptcy Court in Denver in its continuing effort to preserve and maximize the value of its estate as a going concern for the benefit of all creditors as well as shareholders. Item 7. Financial Statements and Exhibits (c) No. Description 99.1 Press release dated February 2, 1998 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: February 3, 1998 /s/ Robert J. Jaeger -------------------------- By: Robert J. Jaeger Senior Vice President-Finance and Treasurer EXHIBIT 99.1 --------------------------------------- Westmoreland Coal Company Files Plan of Reorganization --------------------------------------- Colorado Springs, CO -- February 2, 1998 -- Westmoreland Coal Company (Debtor-in-Possession) (OTC Bulletin Board: WMCLQ) announced today that it and four subsidiaries ("Westmoreland") have filed a Joint Plan of Reorganization with the U.S. Bankruptcy Court in Denver in its continuing effort to preserve and maximize the value of its estate as a going concern for the benefit of all creditors as well as shareholders. It is generally expected that the United Mine Workers of America ("UMWA") Pension and Benefit Funds ("Funds") will file a competing plan. Westmoreland's plan is based on the premise that if the Funds' claims are correctly characterized and limited to their proper amounts, then the Company, given its strong operations base and tax advantaged status, is solvent. As such, if Westmoreland's plan is confirmed, the Company will manage its affairs as an on-going concern and its shareholders will retain an interest in the Company. As has been reported numerous times, the Company sought for over 14 months to reach an appropriate arrangement with the Funds before their demands forced the Company to seek protection of the Bankruptcy Court under Chapter 11. The Company continued its efforts to reach a settlement with the Funds after its filing on December 23, 1996, but with equal lack of success. However, throughout this period the Company has moved forward with implementation of its business plan begun in 1992. The success of this turnaround plan is reflected in the strength and performance of its current core businesses which, along with its over $227 million in preserved tax assets (NOLs) and cash reserves of nearly $50 million accumulated over the past year, support a substantial reorganization value. Maintaining the current base of dedicated, supportive shareholders is critical to preserving the NOLs for future use by the Company. Availability of the NOLs is dependent on limiting ownership change to no more than 50% of the equity based on value over the preceding three year period or for the two years following reorganization. The Company believes that based upon public information currently on file, there has not been a change in ownership to date. However, trading by five percent or greater shareholders would negatively impact that computation. Having failed to receive any indication from the Funds of interest in reaching a consensual agreement based on economic rather than political terms, even after the Court's denial of the 1992 Plan's motion for summary judgment, the Company will now aggressively challenge the appropriate amount of the Funds' claims and the Funds' own fiduciary obligations to fairly and responsibly manage and control the cost and provision of benefits. Confirmation of the plan is also expressly contingent on Westmoreland obtaining a determination from the bankruptcy court that it has no liability to provide health care benefits to non-Coal Act retirees beyond the expiration of the Company's current wage agreement with the UMWA in August 1998. The Company's plan provides that the Funds will share in a distribution of (i) cash and secured notes totaling up to $75 million and (ii) up to 20% of new common stock of reorganized Westmoreland. Other allowed claims will be resolved through a variety of methods including cash payments with interest. Under the Company's plan submitted today, if confirmed, existing preferred and common shareholders would retain 80% or more of the stock in the reorganized Company. This general description of the plan is not intended to convey the full detail of the Company's plan of reorganization. The full terms of the plan are included in the plan and associated disclosure statement filed today by the Company, and neither document has been reviewed nor approved by the bankruptcy court. No hearing dates for approval have been set. Once the court has approved the disclosure statement, the plan and disclosure statement will be mailed to all parties in interest. The Company is prohibited from soliciting support for its plan until the adequacy of the disclosure statement has been determined by the Bankruptcy Court. Copies of the Company's filings may be obtained now by written request to: Westmoreland Copy Request c/o Lindquist, Vennum & Christensen, PLLP Attn.: Shaun A. Christensen, Esq. 600 Seventeenth Street, Suite 2125S Denver, Colorado 80202 Facsimile: (303) 573-1956 # For further information contact Diane Jones (719) 448-5814. -----END PRIVACY-ENHANCED MESSAGE-----