Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock, par value $2.50 per share (the “Shares”) of Westmoreland Coal Company, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 9540 South Maroon Circle, Suite 200, Englewood, Colorado 80112.
Item 2. Identity and Background.
(a) This statement is being filed by each of Charles Frischer, an individual, and Libby Frischer Family Partnership, a New York partnership (the “Partnership”).
A joint filing agreement among the Reporting Persons is attached hereto as Exhibit 1.
(b) The principal business address of each of the filers is 4404 52nd Avenue NE Seattle, WA 98105.
(c) The principal business of Charles Frischer is private investing. The principal business of the Partnership is investments for its own account.
(d) – (e) Legal Proceedings
During the past five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is 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
Mr. Frischer is a citizen of the United States.
Item 3. Source and Amount of Funds of Other Consideration.
The total amount of funds required to acquire the Shares acquired by Mr. Frischer and the Partnership were $17,167,800 and $323,577, respectively. Mr. Frischer used personal funds and funds in his IRA to acquire his Shares and the Partnership used funds from its reserves to acquire its Shares.
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired the Shares reported herein with a view to making a profit on his or its investment. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties concerning the Issuer's business, operations, governance, management, strategy and future plans. Depending on various factors including, without limitation, the Issuer's financial position, future actions taken by the Issuer's board of directors, price levels of the Shares, other available investment opportunities, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking representation on the Issuer’s board of directors, changes in management of the Issuer and potential strategic transactions by the Issuer.
Item 5. Interest of Securities of the Issuer.
(a) and (b) Beneficial ownership
As of the date of this Schedule 13D, the Partnership directly owns 12,310 Shares representing less than 1% of the total outstanding shares. As of the date of this Schedule 13D, Mr. Frischer directly or through his IRA owns 985,211 Shares and he is the sole general partner of the Partnership. Accordingly, Mr. Frischer indirectly beneficially owns 997,521 Shares representing approximately 5.6% of the outstanding Shares. The percentages set forth above and on the cover pages hereto represent percentages of the outstanding Shares based on a total of 17,752,214 Shares outstanding at March 3, 2015, which amount is derived from amount reported in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2014.
By virtue of their status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the Shares owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares owned by the other Reporting Persons other than the Shares owned by the Partnership, which Mr. Frischer does not disclaim beneficial ownership.
Mr. Frischer has sole voting power and sole investment power with respect to 997,521 Shares.
(c) Transactions during the past sixty days
Information with respect to each of the Reporting Persons transactions effected during the past 60 days are set forth on Annex A hereto.
(d) Right to receive dividends or proceeds
Not applicable.
(e) Beneficial ownership of less than five percent
Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer.
The Reporting Persons have agreed to jointly seek to explore appropriate methods of maximizing the value of the Shares in the manner set forth in Item 4 above.
Except as otherwise provided in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among any of the Reporting Persons and between the Reporting Persons and any persons with respect to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
| | 1. | Joint Filing Agreement |
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.
Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.
Dated as of: March 9, 2015
