UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2019

__________________________________________

WESTMORELAND COAL COMPANY

(Exact Name of Registrant as Specified in Charter)

__________________________________________



Delaware	001-11155	23-1128670
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



9540 South Maroon Circle, Suite 300 Englewood, CO	80112
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (855) 922-6463

_______________________________________________________ (Former Name or Former Address, if Changed Since Last Report)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 7 5.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Disclosure~~On January 9, 2019, Westmoreland Coal Company’s board of ~~Information~~directors ~~Pursuant~~(the “Board”) appointed Michael G. Hutchinson, the Company’s current Interim Chief Executive Officer and Principal Executive Officer, to ~~Confidentiality~~also ~~Agreements~~serve as the Company’s Principal Financial Officer. Mr. Hutchinson has served as the Company’s Interim Chief Executive Officer since November 2017.

~~During~~Mr. Hutchinson retired from Deloitte & Touche in 2012. His career at Deloitte spanned nearly thirty-five years; leading its Energy and Natural Resources Practice for the ~~month~~last offifteen ~~July~~years, ~~2018~~while, ~~Westmoreland~~at ~~Coal~~the ~~Company~~same (time, managing the ~~“Company”)~~Audit ~~began~~and ~~discussions~~Enterprise ~~with~~Risk ~~members~~Management practice of anthe adDenver ~~hoc~~office. ~~group~~Until 2017, Mr. Hutchinson served on the board of ~~noteholders~~directors and ~~lenders~~was (a member of the ~~“Ad~~audit ~~Hoc~~committee ~~Group”)~~of ~~concerning~~ONEOK Partners. In June 2017, ONEOK Partners was merged into its sponsor, ONEOK Inc. Mr. Hutchinson currently serves as a ~~potential~~member ~~transaction~~of ~~involving~~the board of directors and as the ~~Company~~audit orcommittee ~~any~~chairman of One Gas, Inc. In April 2017, Mr. Hutchinson joined the ~~Company’s~~board ~~outstanding~~of ~~indebtedness~~directors of CoBiz Financial Inc. ~~The~~and ~~Company~~serves ~~executed~~on ~~various~~its ~~confidentiality~~audit ~~agreements~~committee. (Mr. Hutchinson has been on the Board since 2012, and served as ~~amended~~the chairperson to the Audit Committee; however, since November 2017, he has acted as Interim Chief Executive Officer and, as such, no longer acts as the ~~“Confidentiality~~Company’s ~~Agreements”)~~Audit ~~with~~Committee ~~certain~~chairman. ~~members~~Since ofDecember 5, 2017, Mr. Hutchinson has been the AdInterim ~~Hoc~~Chief ~~Group~~Executive toOfficer ~~facilitate~~of ~~discussions~~our ~~concerning~~affiliate ~~such~~Westmoreland ~~potential~~Resources ~~transactions~~GP, LLC, general partner of Westmoreland Resource Partners, LP.

~~Pursuant~~No tonew ~~the~~compensatory ~~Confidentiality~~arrangements ~~Agreements,~~were ~~the~~entered ~~Company~~into ~~agreed~~with toMr. ~~publicly~~Hutchinson ~~disclose~~in ~~certain~~connection ~~material~~with ~~non-public~~his ~~information~~becoming ~~disclosed to certain members of~~ the AdCompany’s ~~Hoc~~Principal ~~Group,~~Financial ~~upon~~Officer. ~~the~~There ~~occurrence~~is ofno ~~certain~~arrangement ~~events~~or ~~set~~understanding ~~forth~~between inMr. ~~the~~Hutchinson ~~Confidentiality Agreements, including the filing by the Company~~ and ~~certain~~any ofother ~~its~~person ~~subsidiaries~~pursuant ~~(collectively,~~to ~~the~~which ~~“Debtors”)~~Mr. ofHutchinson ~~voluntary~~was ~~petitions~~selected ~~for~~to ~~relief~~be ~~under~~Principal ~~chapter~~Financial 11Officer of ~~title~~the 11Company ofthat ~~the~~would ~~United~~require ~~States~~disclosure ~~Code~~under ~~(the~~Item ~~“Bankruptcy Code”~~401(b) inof ~~the~~Regulation ~~United~~S-K. ~~States~~Additionally ~~Bankruptcy~~there ~~Court~~is ~~for~~no ~~the~~family ~~Southern~~relationship ~~District~~between ~~of Texas (the “Bankruptcy Court”)~~Mr. ~~Pursuant~~Hutchinson toand ~~the~~any ~~Confidentiality~~other ~~Agreements,~~person ~~the~~that ~~Company~~would ~~made~~require ~~public~~ disclosure ofunder ~~certain~~Item ~~information~~401(d) ~~shared with certain members~~ of ~~the~~Regulation ~~Ad Hoc Group on October 9, 2018~~S-K. ~~The Company subsequently executed new Confidentiality Agreements with certain members of the Ad Hoc Group to facilitate additional discussions during the restructuring~~Mr. ~~Pursuant~~Hutchinson tois ~~such~~also ~~Confidentiality~~not ~~Agreements the Company made public disclosure of~~ a ~~presentation~~party ~~containing~~to ~~certain~~any ~~information~~transactions that ~~had~~would ~~been~~require ~~shared~~disclosure ~~with~~under ~~certain~~Item ~~members~~404(a) of ~~the~~Regulation ~~Ad Hoc Group subsequent to October 9, 2018 and other relevant information on December 18, 2018~~S-K. ~~Certain additional information has been shared with certain members of the Ad Hoc Group and is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

Additionally, holders and potential holders of the Company’s indebtedness have the ability to access more detailed financial projections and performance optimization information in a virtual data room. Such information is specifically designated “Non-Cleansing Information” and is accessible only to those persons who (a) represent that they are holders of the Company’s indebtedness or considering the purchase of the Company’s indebtedness in the ordinary course of their business, (b) subject to certain permitted disclosures, agree to maintain the confidentiality of the “Non-Cleansing Information,” and (c) agree to use the “Non-Cleansing Information” solely for purposes of trading or potential trading in the Company’s indebtedness and for no other competitive purposes. To request access to such data room, please contact WCCNonCleansingInfoVDR@kirkland.com.

The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Forward-Looking Statements

This Current Report on Form 8-K and the accompanying exhibits contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein and in the Exhibits that are not historical facts are forward-looking statements. Forward-looking statements are typically identified by use of terms such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target” or “continue,” the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.

These forward-looking statements relate, in part, to the risks and uncertainties relating to the ability of the Company to continue as a going concern; the Debtors’ ability to obtain approval by the Bankruptcy Court of the Restructuring Support Agreement executed on October 9, 2018 and the Joint Chapter 11 Plan of Westmoreland Coal Company and Certain of Its Debtor Affiliates; the ability of the Debtors to develop and consummate one or more plans of reorganization with respect to the Debtor’s chapter 11 cases, which are jointly administered under the caption In re Westmoreland Coal Company, et al (the “Chapter 11 Cases”); the Bankruptcy Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the length of time the Debtors will operate under the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases, which may interfere with the Debtors’ ability to develop and consummate one or more plans of reorganization once such plans are developed; the potential adverse effects of the Chapter 11 Cases on the Debtors’ liquidity,

results of operations or business prospects; the ability to execute the Company’s business and restructuring plan; increased legal costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; the sufficiency of the liquidity purported to be made available by any debtor-in-possession credit agreement; and the additional risks and uncertainties that are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as amended, as well as in other reports filed from time to time by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber	Description
99.1	Presentation of Westmoreland Coal Company

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 hereunto duly authorized.

	WESTMORELAND COAL COMPANY
Date: January 2, 2019	By:	/s/ Michael G. Hutchinson
Date: January 10, 2019	By:	/s/ Jennifer S. Grafton
		Michael G. HutchinsonInterim Chief Executive Officer
		Jennifer S. GraftonChief Legal Officer, Chief Administrative Officer and Secretary

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