-----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, PhX13T0+RyOQ86mGzdgWr/fpyhzXdd7DoNSVgj5hgSN78kfPcWZOl4ipKMqJyXFA zKHFhMGVkdHIYcDpPoH98w== /in/edgar/work/0001055499-00-000009/0001055499-00-000009.txt : 20000714 0001055499-00-000009.hdr.sgml : 20000714 ACCESSION NUMBER: 0001055499-00-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000713 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: 672185 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 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSI0N Washington, D.C. 20549 SCHEDULE 13D/A-2 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 7, 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 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 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 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 AS TO ALL REPORTING PERSONS: This amendment to Schedule 13D is filed to update information as to the Group filing that Schedule. Except as amended hereby, the responses to the Items of the Schedule as previously reported remain in effect. Mr. Nelson Obus; Wynnefield Partners Small Cap Value, L.P. Wynnefield Partners Small Cap Value L.P. I; and Wynnefield Small Cap Offshore Fund LTD are no longer members of the Group. Dr. Stephen D. Rosenbaum has become a member of the Group. Item 1. Security and Issuer. This Statement relates to shares of common stock, par value $2.50 per share (the "Shares"), of Westmoreland Coal Company, a Delaware corporation (the "Issuer"). Included as shares of common stock owned in the figures set forth, except where specifically noted or the context requires otherwise, are the equivalent number of common shares into which Depository Shares of Series A, Convertible Exchangeable Preferred Stock, $1 par value per Preferred Share are convertible. Each Depository Share is convertible into approximately 1.7078 shares of Common Stock. The percentages of Common Stock owned have been calculated by dividing: (1) the number of Common shares thus calculated by (2) the number of outstanding shares of Common Stock as shown on the issuer's most recent Form 10-Q plus the number of equivalent shares owned by the reporting person. None of the reporting persons has had any transactions in the issuer's securities in the last 60 days. The aggregate number of the Shares, as calculated above, beneficially owned by the members of the Group identified in this filing is 678,094 or 8.75% of the common stock as calculated above (7,745,757 shares). The response to this Item 1 is applicable to and incorporated by reference into the response of each reporting person set forth below. 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 . 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 response to this Item 4 is applicable to and incorporated by reference into the response of each reporting person set forth below. INFORMATION ABOUT EACH REPORTING PERSON FOLLOWS: AS TO FRANK E. WILLIAMS, JR.: Item 1. Security and Issuer. See Item 1 under "As to All Reporting Persons" above. Item 2. Identity and Background. No change from previous filing. Item 3. Source and Amount of Funds or Other Consideration. No change from previous filing. Item 4. Purpose of Transaction. See Item 4 under "As to All Reporting Persons" above. Item 5. Interest in Securities of the Issuer. No change from previous filing. AS TO GUY ORLANDO DOVE, III Item 1. Security and Issuer. See Item 1 under "As to All Reporting Persons" above. Item 2. Identity and Background. No change from previous filing. Item 3. Source and Amount of Funds or Other Consideration. No change from previous filing. Item 4. Purpose of Transaction. See Item 4 under "As to All Reporting Persons" above. Item 5. Interest in Securities of the Issuer. No change from information previously reported. AS TO DR. STEPHEN D. ROSENBAUM Item 1. Security and Issuer. See Item 1 under "As to All Reporting Persons" above. Item 2. Identity and Background. (a) Name: Dr. Stephen D. Rosenbaum (b) Residence or Business Address: 817 N. Calvert St. Baltimore, MD 21202 (c) Princpal Occupation: Orthopaedic Surgeon at above address under own name (d) and (e) During the last five years, Dr. Rosenbaum has not been convicted in a criminal proceeding nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States Item 3. Source and Amount of Funds or Other Consideration. During the past two years, Dr. Rosenbaum purchased 30,000 Depositary shares at $17-1/2 per share and 17,000 Depositary shares at $14-7/8 per share, using his private funds. Item 4. Purpose of Transaction. See Item 4 under "As to All Reporting Persons" above. Item 5. Interest in Securities of the Issuer. The information included on Dr. Rosenbaum's cover page to this Form and in Item 1 above is incorporated herein by reference. AS TO ALL MEMBERS OF THE GROUP INCLUDED IN THIS FILING: Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the understanding that each person or entity named in Item 2 of the above schedules will join their efforts to look after their interests as shareholders - at this time, primarily as Depositary Shareholders. These immediate efforts will include attempts to replace the present Depositary Share directors. Other than the above, there are no contracts, understandings or relationships with respect to securities of the Issuer. Item 7. Material to Be Filed as Exhibits. Ex-99 Agreement to Joint Filing. 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 7, 2000 /S __________________________ Frank E. Williams, Jr. Date: July 7, 2000 /S ___________________________ Guy O. Dove, III Date: July 7, 2000 /S ____________________________ Stephen D. Rosenbaum EX-99 2 0002.txt Exhibit A Agreement to Joint Filing The persons who have filed a Form 13D with the Securities and Exchange Commission to which this Agreement is attached as Exhibit A, hereby agree to the filing of that Form and any future amendments to that Form as their joint filing. Date: July 7, 2000 /S __________________________ Frank E. Williams, Jr. Date: July 7, 2000 /S ___________________________ Guy O. Dove, III Date: July 7, 2000 /S ____________________________ Stephen D. Rosenbaum -----END PRIVACY-ENHANCED MESSAGE-----