[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
CUSIP NO. 960878106
|
Page 2 of 13 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
922,247
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
922,247
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 960878106
|
Page 3 of 13 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,036,369
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
1,036,369
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 960878106
|
Page 4 of 13 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,036,369
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
1,036,369
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 960878106
|
Page 5 of 13 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,036,369
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
1,036,369
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 960878106
|
Page 6 of 13 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,036,369
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
1,036,369
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 960878106
|
Page 7 of 13 Pages
|
Item 1(a).
|
Name of Issuer:
|
|
Westmoreland Coal Company (the “Issuer”).
|
||
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
9540 South Maroon Circle, Suite 200
|
||
Englewood, CO 80112
|
||
Item 2(a), 2(b) and 2(c). Name of Person Filing; Address of Principal Business Office or, if None, Residence; Citizenship:
|
||
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
|
||
(i)
|
Venor Capital Master Fund Ltd. (“Venor Capital Master Fund”), a Cayman Islands exempted company, with respect to shares directly owned by it.
|
|
(ii)
|
Venor Capital Management LP (“Venor Capital Management”), a Delaware limited partnership, as investment manager to Venor Capital Master Fund and investment adviser to an investment account (collectively with Venor Capital Master Fund, the “Accounts”), with respect to the Shares reported in this Schedule 13G held by the Accounts.
|
|
(iii)
|
Venor Capital Management GP LLC (“Venor Capital GP”), a Delaware limited liability company, as general partner of Venor Capital Management with respect to the Shares reported in this Schedule 13G held by the Accounts.
|
|
(iv)
|
Jeffrey A. Bersh, as a managing member of Venor Capital GP and Co-Chief Investment Officer of Venor Capital Management, with respect to the Shares reported in this Schedule 13G held by the Accounts.
|
|
(v)
|
Michael J. Wartell, as a managing member of Venor Capital GP and Co-Chief Investment Officer of Venor Capital Management, with respect to the Shares reported in this Schedule 13G held by the Accounts.
|
|
The citizenship of Venor Capital Master Fund, Venor Capital Management and Venor Capital GP is set forth above. Jeffrey A. Bersh and Michael J. Wartell are United States citizens.
|
||
The address of the principal business office of each of the Reporting Persons other than Venor Capital Master Fund is 7 Times Square, Suite 4303, New York, NY 10036. The address of the principal business office of Venor Capital Master Fund is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $2.50 per share (the “Shares”).
|
|
Item 2(e).
|
CUSIP Number:
|
960878106
|
CUSIP NO. 960878106
|
Page 8 of 13 Pages
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
[ ] Broker or dealer registered under Section 15 of the Act;
|
|
(b)
|
[ ] Bank as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
[ ] Insurance Company as defined in Section 3(a)(19) of the Act;
|
|
(d)
|
[ ] Investment Company registered under Section 8 of the Investment CompanyAct of 1940;
|
|
(e)
|
[ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);
|
|
(g)
|
[ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
[ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
[ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
|
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
Item 4.
|
Ownership:
|
|
Item 4(a).
|
Amount Beneficially Owned:
|
|
Venor Capital Management serves as investment manager or investment adviser to the Accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G. Venor Capital GP is the general partner of Venor Capital Management, and as such, it may be deemed to control Venor Capital Management and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G. Mr. Jeffrey A. Bersh is a managing member of Venor Capital GP and Co-Chief Investment Officer of Venor Capital Management, and as such, he may be deemed to control Venor Capital GP and Venor Capital Management, respectively, and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G. Mr. Michael J. Wartell is a managing member of Venor Capital GP and Co-Chief Investment Officer of Venor Capital Management, and as such, he may be deemed to control Venor Capital GP and Venor Capital Management, respectively, and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.
|
||
Each of the Reporting Persons, except for Venor Capital Master Fund, hereby disclaims beneficial ownership of any such Shares.
|
CUSIP NO. 960878106
|
Page 9 of 13 Pages
|
A.
|
Venor Capital Master Fund
|
|
(a)
|
Amount beneficially owned: 922,247 Shares.
|
|
(b)
|
Percent of class: 5.2%.
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
922,247
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
922,247
|
B.
|
Venor Capital Management
|
|
(a)
|
Amount indirectly beneficially owned: 1,036,369 Shares.
|
|
(b)
|
Percent of class: 5.8%.
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,036,369
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,036,369
|
C.
|
Venor Capital GP
|
|
(a)
|
Amount indirectly beneficially owned: 1,036,369 Shares.
|
|
(b)
|
Percent of class: 5.8%.
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,036,369
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,036,369
|
D.
|
Jeffrey A. Bersh
|
|
(a)
|
Amount indirectly beneficially owned: 1,036,369 Shares.
|
|
(b)
|
Percent of class: 5.8%.
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,036,369
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,036,369
|
CUSIP NO. 960878106
|
Page 10 of 13 Pages
|
E.
|
Michael J. Wartell
|
|
(a)
|
Amount indirectly beneficially owned: 1,036,369 Shares.
|
|
(b)
|
Percent of class: 5.8%.
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,036,369
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,036,369
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
See Item 4 above.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
This Item 7 is not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
|
|
Item 10.
|
Certification:
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
CUSIP NO. 960878106
|
Page 11 of 13 Pages
|
Date: July 31, 2015
|
Venor Capital Master Fund Ltd.
|
|
By: Venor Capital Management LP, as investment manager
By: Venor Capital Management GP LLC, as general partner
|
||
Name:
|
/s/ Michael J. Wartell
|
|
By:
|
Michael J. Wartell
|
|
Title:
|
Managing Member
|
|
Date: July 31, 2015
|
Venor Capital Management LP
|
|
By:
|
Venor Capital Management GP LLC, as general partner
|
|
Name:
|
/s/ Michael J. Wartell
|
|
By:
|
Michael J. Wartell
|
|
Title:
|
Managing Member
|
|
Date: July 31, 2015
|
Venor Capital Management GP LLC
|
|
Name:
|
/s/ Michael J. Wartell
|
|
By:
|
Michael J. Wartell
|
|
Title:
|
Managing Member
|
|
Date: July 31, 2015
|
/s/ Jeffrey A. Bersh
|
|
Jeffrey A. Bersh
|
||
Date: July 31, 2015
|
/s/ Michael J. Wartell
|
|
Michael J. Wartell
|
CUSIP NO. 960878106
|
Page 12 of 13 Pages
|
Page No. | ||
A.
|
Joint Filing Agreement, dated as of July 31, 2015, by and among the Reporting Persons
|
13
|
CUSIP NO. 960878106
|
Page 13 of 13 Pages
|
Date: July 31, 2015
|
Venor Capital Master Fund Ltd.
|
|
By: Venor Capital Management LP, as investment manager
By: Venor Capital Management GP LLC, as general partner
|
||
Name:
|
/s/ Michael J. Wartell
|
|
By:
|
Michael J. Wartell
|
|
Title:
|
Managing Member
|
|
Date: July 31, 2015
|
Venor Capital Management LP
|
|
By:
|
Venor Capital Management GP LLC, as general partner
|
|
Name:
|
/s/ Michael J. Wartell
|
|
By:
|
Michael J. Wartell
|
|
Title:
|
Managing Member
|
|
Date: July 31, 2015
|
Venor Capital Management GP LLC
|
|
Name:
|
/s/ Michael J. Wartell
|
|
By:
|
Michael J. Wartell
|
|
Title:
|
Managing Member
|
|
Date: July 31, 2015
|
/s/ Jeffrey A. Bersh
|
|
Jeffrey A. Bersh
|
||
Date: July 31, 2015
|
/s/ Michael J. Wartell
|
|
Michael J. Wartell
|