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As filed with the Securities and Exchange Commission on June 30, 2011.
 Registration No. 333-
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-1
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 WESTMORELAND COAL COMPANY
  
 Delaware
    
    1221
    
    23-1128670(State or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employer Identificationincorporation or organization)
    
    Classification Number)
    
    No.)
 
 2 North Cascade Avenue, 2 nd Floor
Colorado Springs, Colorado 80903
Telephone: (719) 442-2600
 Jennifer S. Grafton
General Counsel and Secretary
Westmoreland Coal Company
2 North Cascade Avenue, 2 nd Floor
Colorado Springs, Colorado 80903
Telephone: (719) 442-2600
 John Elofson
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
Telephone: (303) 892-9400
 
  þ
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Proposed maximum
    
    
    Proposed maximumTitle of each class of
    
    
    Amount to be
    
    
    offering price per
    
    
    aggregate offering
    
    
    Amount ofsecurities to be registered
    
    
    registered
    
    
    share (1)
    
    
    price (1)
    
    
    registration feeCommon Stock, $2.50 par value
    
    
    
    250,000
    (2)
    
    
    $
    17.87
    
    
    
    $
    4,467,500
    
    
    
    $
    518.68
 
 (1)
    
    Estimated solely for the purpose of computing the registration fee. The proposed
maximum offering price per share and maximum aggregate offering price for the shares being
registered hereby are calculated in accordance with Rule 457(c) under the Securities Act of
1933 (the Act) using the average of the high and low sales price per share of our common
stock on June 24, 2011, as reported on the NASDAQ Global Market.(2)
    
    Includes such additional number of shares of common stock, of a currently
undeterminable amount, as may from time-to-time become issuable by reason of stock splits,
stock dividends and certain other provisions to prevent dilution, which shares of common
stock are registered hereunder pursuant to Rule 416 of the Act. The registrant hereby amends this registration statement on such date or dates as may be necessary
to delay its effective date until the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.




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The information in this prospectus is not complete and may be changed. The selling securityholders
may not sell these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these securities and
neither Westmoreland Coal Company nor the selling securityholders are soliciting offers to buy
these securities in any state where the offer or sale is not permitted. Subject to completion, dated June 30, 2011
 WESTMORELAND COAL COMPANY
 250,000 Shares of Common Stock, $2.50 par value
     Investing in our common stock involves significant risk. See Risk Factors beginning on page
2 for a discussion of certain risks you should consider before buying any securities hereunder.
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus and any prospectus supplements. Any representation to the contrary is a criminal
offense.
 The date of this prospectus is      , 2011.




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##### 



TABLE OF CONTENTS
 PageProspectus Summary
    
    
    1Risk Factors
    
    
    2Forward-Looking Statements
    
    
    13Description of Capital Stock
    
    
    14Use of Proceeds
    
    
    18Selling Securityholders
    
    
    19Plan of Distribution
    
    
    20Legal Matters
    
    
    21Experts
    
    
    22Where You Can Find More Information
    
    
    22Incorporation of Certain Documents by Reference
    
    
    23EX-5.1EX-21.1EX-23.2EX-23.3EX-23.4
   This prospectus incorporates important business and financial information about us that
is not included in or delivered with this prospectus. This information is available without charge
to you upon written or oral request. If you would like a copy of any of this information, please
submit your request to Corporate Secretary, Westmoreland Coal Company, 2 North Cascade,
2 nd Floor, Colorado Springs, Colorado 80903, or call (719) 442-2600 to make your
request.




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PROSPECTUS SUMMARY
 This summary contains basic information about us and the resale of the securities being
offered by the selling securityholders. Because it is a summary, it does not contain all of the
information that you should consider before investing. You should read this entire prospectus
carefully, including the section entitled Risk Factors and our financial statements and the
related notes incorporated by reference in this prospectus, before making an investment decision.
As used in this prospectus, the terms we, our, ours and us may, depending on the context,
refer to Westmoreland Coal Company or to Westmoreland Coal Companys subsidiaries or to
Westmoreland Coal Company and its subsidiaries, taken as a whole.
 Our Business
   Corporate Information
 nd
 The Offering
 Issuer
    
    Westmoreland Coal CompanySeller
    
    One selling securityholder identified in
Selling Securityholders below. We are not
selling any of the securities offered under
this prospectus or any prospectus supplement.Securities Offered
    
    Up to 250,000 shares of common stock, which
may be contributed to the Westmoreland
Retirement Plan Trust.Use of Proceeds
    
    We will not receive any proceeds from the
sale by any selling securityholder of the
securities offered under this prospectus or
any prospectus supplement. See Use of
Proceeds.Our Common Stock
    
    Our common stock is quoted on NASDAQ Global
Market under the symbol WLB.Risk Factors
    
    Investing in our securities involves
significant risk. See Risk Factors for a
discussion of the risks associated with an
investment in our securities.
 1




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RISK FACTORS
  Risk Factors Relating to our Operations
 Risks associated with being highly leveraged.
  
    
    limit our ability to obtain additional debt financing in the future for working
capital, capital expenditures, acquisitions, or other general corporate purposes;
    
    require us to dedicate a substantial portion of our cash flow from operations to
debt service, reducing the availability of cash flow for other purposes; or
    
    increase our vulnerability to economic downturns, limit our ability to capitalize on
significant business opportunities, and restrict our flexibility to react to changes in
market or industry conditions.
  We may not generate sufficient cash flow at our operating subsidiaries to pay our operating
expenses, meet our debt service costs and pay our heritage and corporate costs.
   2




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Our debt agreements contain covenant restrictions that may limit our ability to operate our
business.
  
    
    incur additional debt or issue guarantees;
    
    create liens;
    
    make certain investments;
    
    enter into transactions with our affiliates;
    
    sell certain assets;
    
    redeem capital stock or make other restricted payments;
    
    declare or pay dividends or make other distributions to stockholders; and
    
    merge or consolidate with any entity.
  Our dependence on a small group of customers could adversely affect our revenues if such customers
reduce or suspend their coal purchases or if they become unable to pay for our coal.
    3




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If our assumptions regarding our future expenses related to employee benefit plans are incorrect,
then expenditures for these benefits could be materially higher than we have assumed. In addition,
we may have exposure under those plans that extend beyond what our obligations would be with
respect to our own employees.
     Recent healthcare legislation contains amendments to the Black Lung Benefits Act that could
adversely affect our financial condition and results of operations.
  4




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Inaccuracies in our estimates of our coal reserves could result in decreased profitability from
lower than expected revenues or higher than expected costs.
  
    
    quality of the coal;
    
    geological and mining conditions, which may not be fully identified by
available exploration data and/or may differ from our experiences in areas where we
currently mine;
    
    the percentage of coal ultimately recoverable;
    
    the assumed effects of regulation, including the issuance of required permits,
taxes, including severance and excise taxes and royalties, and other payments to
governmental agencies;
    
    assumptions concerning the timing for the development of the reserves; and
    
    assumptions concerning equipment and productivity, future coal prices,
operating costs, including for critical supplies such as fuel, tires and explosives,
capital expenditures and development and reclamation costs.
  If the assumptions underlying our reclamation and mine closure obligations are materially
inaccurate, we could be required to expend greater amounts than anticipated.
  5




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If the cost of obtaining new reclamation bonds and renewing existing reclamation bonds continues to
increase or if we are unable to obtain additional bonding capacity, our operating results could be
negatively affected.
  Our coal mining operations are subject to external conditions that could disrupt operations and
negatively affect our profitability.
   6




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Our operations are vulnerable to natural disasters, operating difficulties and infrastructure
constraints, not all of which are covered by insurance, which could have an impact on its
productivity.
  Health, safety, environment and other regulations, standards and expectations evolve over time and
unforeseen changes could have an adverse effect on our results of operations and liquidity.
  Should our Indian Coal Tax Credit transaction be audited by the Internal Revenue Service, or IRS,
and the tax results contemplated thereby disallowed, the financial benefits of the transaction
would be reduced and we may be required to return payments received from a third party investor.
   Our future success depends upon our ability to continue acquiring and developing coal reserves that
are economically recoverable and to raise the capital necessary to fund our expansion.
  7




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Union represented labor creates an increased risk of work stoppages and higher labor costs.
   Our revenues could be affected by unscheduled outages or if scheduled maintenance outages last
longer than anticipated.
  The profitability of ROVA could be severely affected beginning in 2014 due to differences in the
termination dates of our coal supply agreements and power purchase agreements.
  8




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Permitting issues in Central Appalachia could put ROVAs coal supply at risk.
  We face intense competition to attract and retain employees. Further, managing Chief Executive
Officer and key executive succession and retention is critical to our success.
   Risk Factors Relating to the Coal and Power Industries
 The recent downturn in the domestic and international financial markets, and the risk of prolonged
global recessionary conditions, could adversely affect our financial condition and results of
operations.
  Competition in the U.S. coal industry may adversely affect our revenues and results of operations.
  Any change in consumption patterns by utilities away from the use of coal could affect our ability
to sell the coal we produce or the prices that we receive.
  9




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Increased regulation of greenhouse gas emissions could adversely affect our cost of operations.
  Extensive government regulations impose significant costs on our mining operations, and future
regulations could increase those costs or limit our ability to produce and sell coal.
  
    
    limitations on land use;
    
    employee health and safety;
    
    mandated benefits for retired coal miners;
    
    mine permitting and licensing requirements;
    
    reclamation and restoration of mining properties after mining is
completed;
    
    air quality standards;
    
    water pollution;
    
    construction and permitting of facilities required for mining operations,
including valley fills and other structures, including those constructed in water
bodies and wetlands;
    
    protection of human health, plant life and wildlife;
    
    discharge of materials into the environment; and
    
    effects of mining on groundwater quality and availability.
  10




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Extensive environmental laws and regulations affect the end-users of coal and could reduce the
demand for coal as a fuel source and cause the volume of our sales to decline. These laws and
regulations could also impose costs on ROVA that it would be unable to pass through to its
customer.
     11




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Risk Factors Relating to our Equity
 Provisions of our certificate of incorporation, bylaws, Delaware law and our stockholder rights
plan may have anti-takeover effects that could prevent a change of control of our company that
stockholders may consider favorable, and the market price of our common stock may be lower as a
result.
  Future sales of our common stock by our major stockholder may depress our share price and influence
our management policies.
  Sales of our common stock by the selling securityholders may cause our stock price to decline.
  The market price of our common stock has experienced volatility and could decline.
  12




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FORWARD-LOOKING STATEMENTS
   
    
    changes in our postretirement medical benefit and pension obligations and the impact of the
recently enacted healthcare legislation;
    
    changes in our black lung obligations, changes in our experience related to black lung
claims, and the impact of the recently enacted healthcare legislation;
    
    our potential inability to expand or continue current coal operations due to limitations in
obtaining bonding capacity for new mining permits;
    
    our potential inability to maintain compliance with debt covenant and waiver agreement
requirements;
    
    the potential inability of our subsidiaries to pay dividends to us due to restrictions in
our debt arrangements, reductions in planned coal deliveries or other business factors;
    
    risks associated with the structure of ROVAs contracts with its lenders, coal suppliers
and power purchaser, which could dramatically affect the overall profitability of ROVA;
    
    the effect of Environmental Protection Agency inquiries and regulations on the operations
of ROVA;
    
    the effect of prolonged maintenance or unplanned outages at our operations or those of our
major power generating customers, including the effects of the dispatch of other forms of
power, such as hydro;
    
    future legislation and changes in regulations, governmental policies and taxes, including
those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen
oxides, particulate matter or greenhouse gases; and
    
    other factors are described in Risk Factors herein.
  13




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DESCRIPTION OF CAPITAL STOCK
   Common Stock
   Preferred Stock
 Series A Preferred Stock
  Ranking.
 Dividend rights. 1 2
 14




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Conversion rights.
 Liquidation preference.
 Optional redemption.
 Exchange. 1 2
 Voting rights.
 Limitations.
 
    
    authorize or issue any class or series of, or rights to subscribe to or acquire any
security convertible into, capital stock ranking equally with or senior to the Series A
Preferred Stock as to payment of dividends, or distribution of assets upon liquidation; or
    
    change the preferences, rights, or powers with respect to the Series A Preferred Stock
so as to affect the
 15




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Series A Preferred Stock adversely.
  Preemptive rights.
 Series B Junior Participating Preferred Stock
  Other Series of Preferred Stock
   Antitakeover Provisions
   16




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17




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Limitation of Liability and Indemnification Matters
  
    
    any breach of the directors duty of loyalty to us or our stockholders;
    
    any act or omission not in good faith or that involves intentional
misconduct or a knowing violation of law;
    
    any act related to unlawful stock repurchases, redemptions or other
distributions or payment of dividends; or
    
    any transaction from which the director derived an improper personal benefit.
  
    
    we shall indemnify our directors, officers, managers and supervisors to
the extent such indemnification is not prohibited by the Delaware General
Corporation Law;
    
    we shall advance expenses to our directors, officers, managers and
supervisors in connection with a legal proceeding upon receipt of an
undertaking to repay such expenses if it is ultimately determined that
such person is not entitled to indemnification; and
    
    the rights provided in our certificate of incorporation are not exclusive.
 Transfer Agent and Registrar
  Listing
  
 USE OF PROCEEDS
  18




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SELLING SECURITYHOLDERS
    Securities Being Offered to the Westmoreland Retirement Plan Trust
   Number of SharesBeneficially
    
    
    
    
    
    Shares Beneficially OwnedOwned Prior to
    
    Shares Offered
    
    After this OfferingName
    
    this Offering
    
    in this Offering (2)
    
    Number(1)
    
    Percent of OutstandingWestmoreland Retirement Plan Trust
    
    
    19,690
    
    
    
    250,000
    
    
    
    0
    
    
    
    0Total
    
    
    19,690
    
    
    
    250,000
    
    
    
    0
    
    
    
    0
 
 (1)
    
    For purposes of calculating shares beneficially owned after this offering, it is
assumed that the offered shares have been sold pursuant to this
offering and the shares owned pursuant to Registration Statement No.
333-158577 have been sold pursuant to that offering. The selling
securityholder may have sold, transferred or otherwise disposed of all or a portion of its
offered securities since the date on which they provided 19




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information regarding their securities in transactions exempt from the registration
requirements of the Securities Act.(2)
    
    The actual number of shares to be contributed to the Plan will be based on the price of
our common stock at the date of the contribution, the value of the other assets of the Plan
at that date, and the amount required to be contributed to the Plan, all of which are
unknown at this time. The Trust will offer for sale all of the shares of common stock we
contribute. 
 PLAN OF DISTRIBUTION
  
    
    any national securities exchange or quotation service on which the securities may be listed or
quoted at the time of sale;
    
    ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
    
    block trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction;
    
    purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
    
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
    
    through the writing of options, whether such options are listed on an options exchange or otherwise;
    
    an exchange distribution in accordance with the rules of the applicable exchange;
    
    privately negotiated transactions;
    
    short sales;
    
    broker-dealers may agree with the selling securityholder to sell a specified number of such shares
at a stipulated price per share;
    
    a combination of any such methods of sale; and
    
    any other method permitted pursuant to applicable law.
     20




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LEGAL MATTERS
  21




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EXPERTS
    
 WHERE YOU CAN FIND MORE INFORMATION
   22




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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  Commission Filing (File No. 001-11155)
    
    Period Covered or Date of FilingAnnual Report on Form 10-K
    
    Year ended December 31, 2010Current Reports on Form 8-K and 8-K/A
    
    January 4, 2011; February 10,
2011 (8-K and 8-K/A); February
25, 2011; March 15, 2011; April
7, 2011 (8-K/A); April 20,
2011; May 25, 2011; and June
17, 2011Quarterly Report on Form 10-Q
    
    May 9, 2011Definitive Proxy Statement on Schedule 14A
    
    March 31, 2011The description of the common stock,
$2.50 par value per share, contained in
our registration statement on Form 8-A
filed with the SEC, including any
amendment or report filed for the purpose
of amending such description.
    
    May 22, 1992, March 12, 1999The description of the Depositary Shares
representing interests in the Series A
Convertible Exchangeable Preferred Stock,
contained in our registration statement
on Form 8-A filed with the SEC, including
any amendment or report filed for the
purpose of amending such description.
    
    June 23, 1992, March 12, 1999The description of the Preferred Stock
Purchase Rights contained in our
registration statement on Form 8-A filed
with the SEC, including any amendment or
report filed for the purpose of amending
such description.
    
    February 1, 1993, March 12,
1999, February 7, 2003, May 4,
2007, March 6, 2008
  nd
   23




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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
  Registration FeeSecurities and Exchange Commission
    
    $
    518.68NASDAQ Global Market Additional Listing Fee
    
    $
    5,000Legal Fees and Expenses
    
    $
    2,500Accountants Fees and Expenses
    
    $
    5,000Total
    
    $
    13,018.68
 ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
    II-1




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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 Tontine Note Purchase Agreement March 2008
  Pension Issuances in 2009, 2010 and 2011
  Senior Secured Note Issuance February 2011
  II-2




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ITEM 16. EXHIBITS.
 Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File Number
    
    Exhibit
    
    Filing Date
    
    Herewith3.1
    
    Restated Certificate of Incorporation
    
    S-1
    
    333-117709
    
    3.1
    
    7/28/20043.2
    
    Certificate of Correction to the
    
    8-K
    
    001-11155
    
    3.1
    
    10/21/2004Restated Certificate of
Incorporation3.3
    
    Certificate of Amendment to the
    
    8-K
    
    001-11155
    
    3.1
    
    9/07/2007Restated Certificate of
Incorporation3.4
    
    Certificate of Amendment to the
    
    8-K
    
    001-11155
    
    3.2
    
    9/07/2007Restated Certificate of
Incorporation3.5
    
    Amended and Restated Bylaws
    
    8-K
    
    001-11155
    
    3.1
    
    4/11/20084.1
    
    Certificate of Designation of Series
    
    10-K
    
    001-11155
    
    3(a)
    
    3/15/1993A Convertible Exchangeable Preferred
Stock4.2
    
    Indenture between Westmoreland Coal
    
    S-1
    
    333-117709
    
    4.2
    
    7/28/2004Company (WCC) and Fidelity Bank
National Association relating to the
Exchange Debentures4.3
    
    Form of Exchange Debenture
    
    S-1
    
    333-117709
    
    4.3
    
    7/28/20044.4
    
    Deposit Agreement among WCC, First
    
    S-1
    
    333-117709
    
    4.4
    
    7/28/2004Chicago Trust Company of New York
and the Holders4.5
    
    Common Stock certificate
    
    S-2
    
    33-1950
    
    4(c)
    
    12/04/19854.6
    
    Preferred Stock certificate
    
    S-2
    
    33-47872
    
    4.6
    
    5/13/19924.7
    
    Form of Depository Receipt
    
    S-1
    
    333-117709
    
    4.5
    
    7/28/20044.8
    
    Amended and Restated Rights
    
    8-K
    
    001-11155
    
    4.1
    
    02/07/2003Agreement, dated 2/07/2003, between
WCC and EquiServe Trust Company4.9
    
    First Amendment to Amended and
    
    8-A
    
    001-11155
    
    (l)
    
    05/04/2007Restated Rights Agreement dated
5/02/ 2007, between WCC and
Computershare Trust Company4.10
    
    Second Amendment to Amended and
    
    8-A
    
    001-11155
    
    (l)
    
    03/06/2008Restated Rights Agreement dated
March 4, 2008, between WCC and
Computershare Trust Company4.11
    
    Indenture, dated as of 2/04/2011, by
    
    8-K
    
    001-11155
    
    4.1
    
    02/10/2011and between Westmoreland Coal
Company, Westmoreland Partners and
Wells Fargo Bank, NA, as trustee and
note collateral agent.4.12
    
    Form of 10.75% Senior Notes due 2018
    
    8-K
    
    001-11155
    
    4.2
    
    02/10/2011(included as Exhibit A in Exhibit
4.11).4.13
    
    Registration Rights Agreement, dated
    
    8-K
    
    001-11155
    
    4.3
    
    02/10/20112/04/2011, among Westmoreland Coal
Company and Westmoreland Partners
and Gleacher & Company Securities,
Inc., as initial purchaser4.14
    
    Pledge and Security Agreement dated
    
    8-K
    
    001-11155
    
    4.4
    
    02/10/2011as of 2/04/ 2011, by Westmoreland
Coal Company and Westmoreland
Partners in favor of Wells Fargo
Bank, NA, as note collateral agent
 II-3




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Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File Number
    
    Exhibit
    
    Filing Date
    
    Herewith5.1
    
    Legal opinion of Davis, Graham &
    
    
    
    
    
    
    
    
    
    XStubbs LLPOther debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies of such agreements
will be furnished to the Securities and Exchange Commission upon request. Exhibits with asterisks indicate management
contracts or compensatory plans or arrangements.10.1*
    
    Amended and Restated 2007 Equity
    
    10-Q
    
    001-11155
    
    10/1
    
    11/05/2010Incentive Plan for Employees and
Non-Employee Directors10.2*
    
    Form of ISO Agreement
    
    10-Q
    
    001-11155
    
    10.1
    
    05/09/200810.3*
    
    Form of NQSO Agreement for directors
    
    10-Q
    
    001-11155
    
    10.2
    
    05/09/200810.4*
    
    Form of NQSO Agreement for persons
    
    10-Q
    
    001-11155
    
    10.3
    
    05/09/2008other than directors10.5*
    
    Form of Restricted Stock Agreement for
    
    10-K
    
    001-11155
    
    10.11
    
    03/13/2009directors with time-based vesting10.6*
    
    Form of Restricted Stock Agreement for
    
    8-K
    
    001-11155
    
    10.1
    
    08/09/2010directors10.7*
    
    Form of Restricted Stock Agreement for
    
    8-K
    
    001-11155
    
    10.1
    
    07/02/2009employees10.8*
    
    Form of Restricted Stock Unit Agreement
    
    8-K
    
    001-11155
    
    10.2
    
    08/09/201010.9*
    
    Form of Performance-Based Restricted
    
    10-Q
    
    001-11155
    
    10.1
    
    05/09/2011Stock Unit Agreement10.10*
    
    Severance Policy
    
    8-K
    
    001-11155
    
    10.2
    
    06/23/201010.11*
    
    Annual Incentive Plan/ Long-Term
    
    10-K
    
    001-11155
    
    10.10
    
    3/10/2011Incentive Plan Policy10.12
    
    Amended Coal Mining Lease between
    
    10-Q
    
    0-752
    
    10(a)
    
    05/15/1992Westmoreland Resources, Inc. (WRI) and
Crow Tribe dated 11/26/1974, as
amended in 198210.13
    
    Amendment to Amended Coal Mining Lease
    
    10-K
    
    001-11155
    
    10.16
    
    03/13/2009between the Crow Tribe and WRI dated
12/02/199410.14
    
    Exploration and Option to Lease
    
    10-K/A
    
    001-11155
    
    10.17
    
    05/08/2009Agreement between the Crow Tribe and
WRI dated 2/13/200410.15
    
    Crow Tribal Lands Coal Lease between
    
    10-K/A
    
    001-11155
    
    10.51
    
    05/08/2009the Crow Tribe and WRI dated 2/13/200410.16
    
    Master Agreement dated 1/04/1999,
    
    8-K
    
    001-11155
    
    99.2
    
    02/04/1999between WCC and the UMWA10.17
    
    Third Amendment and Restatement of the
    
    10-Q
    
    001-11155
    
    10.2
    
    11/06/2006Power Purchase and Operating Agreement
between Westmoreland-LG&E Partners and
Virginia Electric and Power Company
for ROVA I10.18
    
    Second Amendment and Restatement of
    
    10-Q
    
    001-11155
    
    10.3
    
    11/06/2006the Power Purchase and Operating
Agreement between Westmoreland-LG&E
Partners and Virginia Electric and
Power Company for ROVA II10.19
    
    Senior Secured Convertible Note
    
    8-K
    
    001-11155
    
    10.1
    
    03/06/2008Purchase Agreement dated 3/04/2008
among WCC and Tontine10.20
    
    Amendment to Senior Secured
    
    8-K
    
    001-11155
    
    99.1
    
    01/14/2011Convertible Note Purchase Agreement
dated 1/05/201110.21
    
    Registration Rights Agreement dated
    
    8-K
    
    001-11155
    
    10.2
    
    03/06/20083/04/2008, among WCC and Tontine
 II-4




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##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File Number
    
    Exhibit
    
    Filing Date
    
    Herewith10.22
    
    Note Purchase Agreement dated
    
    8-K
    
    001-11155
    
    10.1
    
    06/26/20086/26/2008 among Westmoreland
Mining LLC (WML) and
institutional investors10.23
    
    Continuing Agreement of
    
    8-K
    
    001-11155
    
    10.2
    
    06/26/2008Guaranty and Suretyship dated
6/26/2008 from various WML
subsidiaries10.24
    
    Security Agreement dated
    
    8-K
    
    001-11155
    
    10.3
    
    06/26/20086/26/2008 among WML and U.S.
Bank NA10.25
    
    Pledge Agreement dated
    
    8-K
    
    001-11155
    
    10.4
    
    06/26/20086/26/2008 among WCC, WML and
U.S. Bank NA, for the benefit
of the noteholders10.26
    
    Amended and Restated Credit
    
    8-K
    
    001-11155
    
    10.5
    
    06/26/2008Agreement dated 6/26/2008
among WML and PNC Bank, NA10.27
    
    Amended and Restated
    
    8-K
    
    001-11155
    
    10.6
    
    06/26/2008Continuing Agreement of
Guaranty dated 6/26/2008 from
various WML subsidiaries in
favor of PNC Bank, NA10.28
    
    Amended and Restated Security
    
    8-K
    
    001-11155
    
    10.7
    
    06/26/2008Agreement dated 6/26/2008
among WML and U.S. Bank NA10.29
    
    Amended and Restated Pledge
    
    8-K
    
    001-11155
    
    10.8
    
    06/26/2008Agreement dated 6/26/2008
among WCC, WML and U.S. Bank
NA10.30
    
    Waiver and Consent
    
    8-K
    
    001-11155
    
    10.1
    
    10/09/200910.31
    
    Waiver and Consent
    
    8-K
    
    001-11155
    
    10.2
    
    10/09/200910.32
    
    Membership Interest Purchase
    
    8-K
    
    001-11155
    
    10.1
    
    10/21/2008Agreement among WRI, WRI
Partners, Inc., Absaloka Coal,
LLC and Feedstock Investments
IV, LLC dated 10/16/200810.33
    
    Form of Fixed Payment Note
    
    8-K
    
    001-11155
    
    10.3
    
    10/21/200810.34
    
    Form of Contingent Payment Note
    
    8-K
    
    001-11155
    
    10.4
    
    10/21/200821.1
    
    Subsidiaries of WCC
    
    
    
    
    
    
    
    
    
    X23.1
    
    Consent of Davis, Graham &
    
    
    
    
    
    
    
    
    
    XStubbs LLP (included in
Exhibit 5.1)23.2
    
    Consent of Ernst & Young LLP
    
    
    
    
    
    
    
    
    
    X23.3
    
    Consent of KPMG LLP
    
    
    
    
    
    
    
    
    
    X23.4
    
    Consent of Norwest Corporation
    
    
    
    
    
    
    
    
    
    X24
    
    Power of Attorney (included on
    
    
    
    
    
    
    
    
    
    Xsignature page hereto)
 II-5




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##### Table of Contents



ITEM 17. UNDERTAKINGS.
 (a)
    
    The undersigned registrant hereby undertakes:
 (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the Calculation of Registration Fee table in the effective
registration statement;(iii)
    
    To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
 (2)
    
    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fideoffering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.(4)
    
    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 (i)
    
    Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and(ii)
    
    Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fideoffering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior
to
 II-6




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##### Table of Contents



such effective date.
 (b)
    
    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
 II-7




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##### Table of Contents



SIGNATURES
  Westmoreland Coal CompanyBy:
    /s/ Keith E. AlessiKeith E. AlessiPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Keith E. Alessi

Keith E. Alessi
    
    President, Chief Executive Officer (Principal
Executive Officer) and Director
    
    June 30, 2011/s/ Kevin A. Paprzycki

Kevin A. Paprzycki
    
    Chief Financial Officer and Treasurer (Principal
Financial Officer)
    
    June 30, 2011/s/ Russell H. Werner

Russell H. Werner
    
    Corporate Controller (Principal
Accounting Officer)
    
    June 30, 2011/s/ Michael R. DAppolonia

Michael R. DAppolonia
    
    Director
    
    June 30, 2011/s/ Thomas J. Coffey

Thomas J. Coffey
    
    Director
    
    June 30, 2011/s/ Gail E. Hamilton

Gail E. Hamilton
    
    Director
    
    June 30, 2011/s/ Richard M. Klingaman

Richard M. Klingaman
    
    Director
    
    June 30, 2011/s/ Jan B. Packwood

Jan B. Packwood
    
    Director
    
    June 30, 2011/s/ Robert C. Scharp

Robert C. Scharp
    
    Director
    
    June 30, 2011
 II-8




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File Number
    
    Exhibit
    
    Filing Date
    
    Herewith3.1
    
    Restated Certificate of Incorporation
    
    S-1
    
    333-117709
    
    
    3.1
    
    
    7/28/20043.2
    
    Certificate of Correction to the
Restated Certificate of
Incorporation
    
    8-K
    
    001-11155
    
    
    3.1
    
    
    10/21/20043.3
    
    Certificate of Amendment to the
Restated Certificate of
Incorporation
    
    8-K
    
    001-11155
    
    
    3.1
    
    
    9/07/20073.4
    
    Certificate of Amendment to the
Restated Certificate of
Incorporation
    
    8-K
    
    001-11155
    
    
    3.2
    
    
    9/07/20073.5
    
    Amended and Restated Bylaws
    
    8-K
    
    001-11155
    
    
    3.1
    
    
    4/11/20084.1
    
    Certificate of Designation of Series
A Convertible Exchangeable Preferred
Stock
    
    10-K
    
    001-11155
    
    
    3(a)
    
    
    3/15/19934.2
    
    Indenture between Westmoreland Coal
Company (WCC) and Fidelity Bank
National Association relating to the
Exchange Debentures
    
    S-1
    
    333-117709
    
    
    4.2
    
    
    7/28/20044.3
    
    Form of Exchange Debenture
    
    S-1
    
    333-117709
    
    
    4.3
    
    
    7/28/20044.4
    
    Deposit Agreement among WCC, First
Chicago Trust Company of New York
and the Holders
    
    S-1
    
    333-117709
    
    
    4.4
    
    
    7/28/20044.5
    
    Common Stock certificate
    
    S-2
    
    33-1950
    
    
    4(c)
    
    
    12/04/19854.6
    
    Preferred Stock certificate
    
    S-2
    
    33-47872
    
    
    4.6
    
    
    5/13/19924.7
    
    Form of Depository Receipt
    
    S-1
    
    333-117709
    
    
    4.5
    
    
    7/28/20044.8
    
    Amended and Restated Rights
Agreement, dated 2/07/2003, between
WCC and EquiServe Trust Company
    
    8-K
    
    001-11155
    
    
    4.1
    
    
    02/07/20034.9
    
    First Amendment to Amended and
Restated Rights Agreement dated
5/02/ 2007, between WCC and
Computershare Trust Company
    
    8-A
    
    001-11155
    
    
    (l)
    
    
    05/04/20074.10
    
    Second Amendment to Amended and
Restated Rights Agreement dated
March 4, 2008, between WCC and
Computershare Trust Company
    
    8-A
    
    001-11155
    
    
    (l)
    
    
    03/06/20084.11
    
    Indenture, dated as of 2/04/2011, by
and between Westmoreland Coal
Company, Westmoreland Partners and
Wells Fargo Bank, NA, as trustee and
note collateral agent.
    
    8-K
    
    001-11155
    
    
    4.1
    
    
    02/10/20114.12
    
    Form of 10.75% Senior Notes due 2018
(included as Exhibit A in Exhibit
4.11).
    
    8-K
    
    001-11155
    
    
    4.2
    
    
    02/10/20114.13
    
    Registration Rights Agreement, dated
2/04/2011, among Westmoreland Coal
Company and Westmoreland Partners
and Gleacher & Company Securities,
Inc., as initial purchaser
    
    8-K
    
    001-11155
    
    
    4.3
    
    
    02/10/20114.14
    
    Pledge and Security Agreement dated
as of 2/04/ 2011, by Westmoreland
Coal Company and Westmoreland
Partners in favor of Wells Fargo
Bank, NA, as note collateral agent
    
    8-K
    
    001-11155
    
    
    4.4
    
    
    02/10/2011




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##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File Number
    
    Exhibit
    
    Filing Date
    
    Herewith5.1
    
    Legal opinion of Davis, Graham &
Stubbs LLP
    
    
    
    
    
    
    
    
    
    
    
    X10.1*
    
    Amended and Restated 2007 Equity
Incentive Plan for Employees and
Non-Employee Directors
    
    10-Q
    
    001-11155
    
    
    10.1
    
    
    11/05/201010.2*
    
    Form of ISO Agreement
    
    10-Q
    
    001-11155
    
    
    10.1
    
    
    05/09/200810.3*
    
    Form of NQSO Agreement for directors
    
    10-Q
    
    001-11155
    
    
    10.2
    
    
    05/09/200810.4*
    
    Form of NQSO Agreement for persons
other than directors
    
    10-Q
    
    001-11155
    
    
    10.3
    
    
    05/09/200810.5*
    
    Form of Restricted Stock Agreement
for directors with time-based
vesting
    
    10-K
    
    001-11155
    
    
    10.11
    
    
    03/13/200910.6*
    
    Form of Restricted Stock Agreement
for directors
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    08/09/201010.7*
    
    Form of Restricted Stock Agreement
for employees
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    07/02/200910.8*
    
    Form of Restricted Stock Unit
Agreement
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    08/09/201010.9*
    
    Form of Performance-Based
Restricted Stock Unit Agreement
    
    10-Q
    
    001-11155
    
    
    10.1
    
    
    05/09/201110.10*
    
    Severance Policy
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    06/23/201010.11*
    
    Annual Incentive Plan/ Long-Term
Incentive Plan Policy
    
    10-K
    
    001-11155
    
    
    10.10
    
    
    3/10/201110.12
    
    Amended Coal Mining Lease between
Westmoreland Resources, Inc. (WRI)
and Crow Tribe dated 11/26/1974, as
amended in 1982
    
    10-Q
    
    0-752
    
    
    10(a)
    
    
    05/15/199210.13
    
    Amendment to Amended Coal Mining
Lease between the Crow Tribe and
WRI dated 12/02/1994
    
    10-K
    
    001-11155
    
    
    10.16
    
    
    03/13/200910.14
    
    Exploration and Option to Lease
Agreement between the Crow Tribe
and WRI dated 2/13/2004
    
    10-K/A
    
    001-11155
    
    
    10.17
    
    
    05/08/200910.15
    
    Crow Tribal Lands Coal Lease
between the Crow Tribe and WRI
dated 2/13/2004
    
    10-K/A
    
    001-11155
    
    
    10.51
    
    
    05/08/200910.16
    
    Master Agreement dated 1/04/1999,
between WCC and the UMWA
    
    8-K
    
    001-11155
    
    
    99.2
    
    
    02/04/199910.17
    
    Third Amendment and Restatement of
the Power Purchase and Operating
Agreement between Westmoreland-LG&E
Partners and Virginia Electric and
Power Company for ROVA I
    
    10-Q
    
    001-11155
    
    
    10.2
    
    
    11/06/200610.18
    
    Second Amendment and Restatement of
the Power Purchase and Operating
Agreement between Westmoreland-LG&E
Partners and Virginia Electric and
Power Company for ROVA II
    
    10-Q
    
    001-11155
    
    
    10.3
    
    
    11/06/200610.19
    
    Senior Secured Convertible Note
Purchase Agreement dated 3/04/2008
among WCC and Tontine
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    03/06/200810.20
    
    Amendment to Senior Secured
Convertible Note Purchase Agreement
dated 1/05/2011
    
    8-K
    
    001-11155
    
    
    99.1
    
    
    01/14/201110.21
    
    Registration Rights Agreement dated
3/04/2008, among WCC and Tontine
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    03/06/200810.22
    
    Note Purchase Agreement dated
6/26/2008 among Westmoreland Mining
LLC (WML) and institutional
investors
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    06/26/2008




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##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File Number
    
    Exhibit
    
    Filing Date
    
    Herewith10.23
    
    Continuing Agreement of
Guaranty and Suretyship dated
6/26/2008 from various WML
subsidiaries
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    06/26/200810.24
    
    Security Agreement dated
6/26/2008 among WML and U.S.
Bank NA
    
    8-K
    
    001-11155
    
    
    10.3
    
    
    06/26/200810.25
    
    Pledge Agreement dated
6/26/2008 among WCC, WML and
U.S. Bank NA, for the benefit
of the noteholders
    
    8-K
    
    001-11155
    
    
    10.4
    
    
    06/26/200810.26
    
    Amended and Restated Credit
Agreement dated 6/26/2008
among WML and PNC Bank, NA
    
    8-K
    
    001-11155
    
    
    10.5
    
    
    06/26/200810.27
    
    Amended and Restated
Continuing Agreement of
Guaranty dated 6/26/2008 from
various WML subsidiaries in
favor of PNC Bank, NA
    
    8-K
    
    001-11155
    
    
    10.6
    
    
    06/26/200810.28
    
    Amended and Restated Security
Agreement dated 6/26/2008
among WML and U.S. Bank NA
    
    8-K
    
    001-11155
    
    
    10.7
    
    
    06/26/200810.29
    
    Amended and Restated Pledge
Agreement dated 6/26/2008
among WCC, WML and U.S. Bank
NA
    
    8-K
    
    001-11155
    
    
    10.8
    
    
    06/26/200810.30
    
    Waiver and Consent
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    10/09/200910.31
    
    Waiver and Consent
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    10/09/200910.32
    
    Membership Interest Purchase
Agreement among WRI, WRI
Partners, Inc., Absaloka Coal,
LLC and Feedstock Investments
IV, LLC dated 10/16/2008
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    10/21/200810.33
    
    Form of Fixed Payment Note
    
    8-K
    
    001-11155
    
    
    10.3
    
    
    10/21/200810.34
    
    Form of Contingent Payment Note
    
    8-K
    
    001-11155
    
    
    10.4
    
    
    10/21/200821.1
    
    Subsidiaries of WCC
    
    
    
    
    
    
    
    
    
    
    
    X23.1
    
    Consent of Davis, Graham &
Stubbs LLP (included in
Exhibit 5.1)
    
    
    
    
    
    
    
    
    
    
    
    X23.2
    
    Consent of Ernst & Young LLP
    
    
    
    
    
    
    
    
    
    
    
    X23.3
    
    Consent of KPMG LLP
    
    
    
    
    
    
    
    
    
    
    
    X23.4
    
    Consent of Norwest Corporation
    
    
    
    
    
    
    
    
    
    
    
    X24
    
    Power of Attorney (included on
signature page hereto)
    
    
    
    
    
    
    
    
    
    
    
    X