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):
March 26, 2001
WESTMORELAND COAL COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 0-752 23-1128670
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or Number Identification No.)
organization)
2 North Cascade Avenue, 14th Floor, Colorado Springs, Colorado 80903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 719-442-2600
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Item 5. Other Events.
The Company announced today completion of the sale of three Virginia power
project entities that are 30%-owned by its wholly owned subsidiary, Westmoreland
Energy, Inc., to Dominion Virginia Power, a subsidiary of Dominion (NYSE: D).
The projects include three 70 MW stoker-coal cogeneration power projects located
in Altavista, Hopewell and Southampton, Virginia. Proceeds to Westmoreland are
approximately $25 million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99.3 - Press release dated March 26, 2001
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: March 26, 2001 /s/ Robert J. Jaeger
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By: Robert J. Jaeger
Senior Vice President-Finance
and Treasurer
EXHIBIT 99.3
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Westmoreland Completes Sale Of Interests In
Three Virginia Cogeneration Projects
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Colorado Springs, CO - March 26, 2001 - Westmoreland Coal Company (AMEX: WLB)
today announced completion of the sale of three Virginia power project entities
that are 30%-owned by its wholly owned subsidiary, Westmoreland Energy, Inc., to
Dominion Virginia Power, a subsidiary of Dominion (NYSE: D). The projects
include three 70 MW stoker-coal cogeneration power projects located in
Altavista, Hopewell and Southampton, Virginia. Proceeds to Westmoreland are
approximately $25 million. Dominion Virginia Power has assumed the projects'
contracts and debts. The price received for the sale was significantly greater
than Westmoreland's share of the projected discounted cash flows under the
existing power supply contracts for the facilities. Due to the long service
lives originally adopted for depreciation purposes at these projects, the
remaining carrying values of the Virginia Projects exceeded the sales prices,
which necessitated a writedown of approximately $4.6 million in their carrying
value in 2000.
"We are very pleased that the sale of the projects was completed on a timely
basis. The proceeds will directly support implementation of our tax advantaged
plan for expansion and growth through the acquisition and development of
environmentally attractive, low-cost fuel and power projects, such as our
purchase of the Montana Power Company and Knife River Corporation coal
businesses which we expect to close in the near future," commented Christopher
K. Seglem, Westmoreland Coal Company Chairman, President and CEO.
Westmoreland Coal Company, headquartered in Colorado Springs, is the oldest
independent coal company in the United States. Currently, Westmoreland is in the
process of acquiring Montana Power Company's coal business including operations
in Montana and Texas, and the coal operations of Knife River Corporation,
including active coal mines in North Dakota and Montana and certain rights to
the Gascoyne Mine reserves in North Dakota. The company also recently announced
that it is pursuing the development of a 500MW lignite-fired power project in
North Dakota. The Company's existing operations include Powder River Basin coal
mining through its 80%-owned subsidiary, Westmoreland Resources, Inc., and
interests in four independent power projects held by its wholly owned
subsidiary, Westmoreland Energy, Inc. The Company also holds a 20% interest in
Dominion Terminal Associates, a coal shipping and terminal facility in Newport
News, Virginia.
Certain statements in this press release which are not historical
facts or information are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Any statements contained
herein that are not statements of historical fact may be deemed to be
forward-looking statements. For example, words such as "may," "will,"
"should," "estimates," "predicts," "potential," "continue,"
"strategy," "believes," "anticipates," "plans," "expects," "intends,"
and similar expressions are intended to identify forward-looking
statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, levels of activity, performance or achievements of the
Westmoreland Coal Company, or industry results, to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: general economic
and business conditions; the ability of the Company to implement its
business strategy; the Company's access to financing; the Company's
ability to successfully identify new business opportunities; the
Company's ability to achieve anticipated cost savings and
profitability targets; changes in the industry; competition; the
Company's ability to utilize its tax net operating losses; the ability
to reinvest excess cash at an acceptable rate of return; weather
conditions; the availability of transportation; price of alternative
fuels; costs of coal produced by other countries; demand for
electricity; the effect of regulatory and legal proceedings and other
factors discussed in Item 1 of Westmoreland Coal Company's Form 10-K/A
for the year ended December 31, 1999. As a result of the foregoing and
other factors, no assurance can be given as to the future results and
achievement of the Company. Neither the Company nor any other person
assumes responsibility for the accuracy and completeness of these
statements.
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For further information contact Diane Jones (719) 442-2600