SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No.____)
Filed by the Registrant [XX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[XX] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12
WESTLAND DEVELOPMENT CO., INC..
-------------------------------
(Name of Registrant as Specified in Charter)
WESTLAND DEVELOPMENT CO., INC.
-------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[XX] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of class of securities to which transaction applies:
___________________________________________________________
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of transaction:
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1Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(a) and identify the filing for which the offsetting fee was paid
previously.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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WESTLAND DEVELOPMENT CO., INC.
401 Coors Boulevard, N.W.
Albuquerque, New Mexico 87121
PROXY STATEMENT
AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 14, 1995
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC. ( the
"Company") will be held on November 14, 1995, in the Taos Room of the
Albuquerque Convention Center, 401 Second Street, N.W., Albuquerque, New Mexico,
at 9:00 a.m., New Mexico time, to act upon the following:
(1) To elect three Class B Directors; and
(2) To consider and vote upon a shareholder's proposal to amend the
Company's Articles of Incorporation so as to limit the terms of directors.
(3) To consider such other business as may properly come before the Annual
Meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. The Board of Directors is not aware of any other matters to come
before the Annual Meeting. Only shareholders of record at the close of business
on September 29, 1995, are entitled to vote at the Annual Meeting. Shares cannot
be voted unless a signed proxy is provided or other arrangements are made to
have the shares represented at the Meeting.
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE URGE YOU TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY. WESTLAND HAS FURNISHED
FOR YOUR CONVENIENCE A PRE-ADDRESSED, STAMPED ENVELOPE. PLEASE MAIL IN YOUR
PROXY TODAY. YOUR PROMPT RETURN OF THE ENCLOSED PROXY WILL SAVE WESTLAND THE
NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM AT THE ANNUAL
MEETING.
Sincerely,
DAVID C. ARMIJO, Secretary
Albuquerque, New Mexico, October 14, 1995.
PROXY STATEMENT
WESTLAND DEVELOPMENT CO., INC.
401 Coors Boulevard, N.W.
Albuquerque, New Mexico 87121
PERSONS MAKING THE SOLICITATION
The Board of Directors (the "Board") of Westland Development Co., Inc. (the
"Company") solicits the enclosed proxy for use at the Annual Meeting of
Shareholders of the Company, to be held in the Taos Room of the Albuquerque
Convention Center, 401 Second Street, N.W., Albuquerque, New Mexico, on November
14, 1995, at 9:00 a.m. New Mexico time and at any postponement(s) or
adjournment(s) of the Annual Meeting.
METHOD OF SOLICITATION
Solicitation will be made primarily by mail, commencing on or about October
14, 1995, but may also be made by telephone or oral communications by directors,
officers and employees of the Company. In addition, the Company may make
arrangements with and compensate up to approximately 60 individuals to assist in
the solicitation. No agreements with such persons have been made, so the Company
cannot identify these persons at the present time, but the Company anticipates
paying such individuals approximately $6.00 to $7.00 per hour, and may reimburse
out-of-pocket expenses incurred by these persons. The Company estimates that the
total amount to be spent in connection with the solicitation, excluding salary
paid to officers and regular employees, may be from $30,000 to $100,000,
depending on whether this solicitation is contested. The Company will pay all
costs of its solicitation efforts.
PROXIES AND VOTING AT THE MEETING
A majority of the outstanding shares of the Company's No Par Value Stock
and Class B Stock, counted in the aggregate, must be represented in person, or
by proxy at the Annual Meeting in order to hold the Annual Meeting. Only
shareholders of record at the close of business on September 29, 1995, are
entitled to vote at the Annual Meeting. Because many shareholders cannot attend
the Annual Meeting, a large number must be represented by proxy. Shareholders
are encouraged to sign and return their proxies promptly, indicating the manner
in which they wish their shares to be voted. The proxy agents will vote the
shares represented by the proxies according to the instructions of the persons
giving the proxies. Unless other instructions are given, votes will be cast:
1. For the election of the three nominees for Class B Director
presented later in this Proxy Statement. To be elected as a
director, a nominee must receive the votes of a majority of the
shares represented at the Meeting (counting No Par Value Stock
and Class B Stock in the aggregate). According to the Company's
bylaws, candidates must run for a specific seat on the Board.
If no candidate for a specific seat receives a majority, the
incumbent Director in that seat will remain on the Board. If,
for any reason any of the nominees become unavailable for
election, which the Board does not anticipate, the proxies will
be voted for a substitute nominee to be designated by the Board.
3. Against a shareholder's proposal that Article V of the
Company's Articles of Incorporation be amended to limit the term
that may be served by the Company's Directors.
3. In the Proxy's discretion on the transaction of such other
business as may properly come before the Annual Meeting or any
postponement(s) or adjournment(s) of the Annual Meeting.
To be elected, nominees for seats on the Board of Directors must receive
the affirmative vote of a majority of the votes cast in person and by proxy at
the meeting. To be passed, any other item that comes before the shareholders
must also receive the affirmative vote of a majority of the votes cast in person
and by proxy at the meeting on all matters other than an amendment to the
Company's Articles of Incorporation.
To be legally passed, an amendment to the Company's Articles of
Incorporation must receive the affirmative vote of two-thirds of all of the
Company's issued and outstanding shares (792,708 shares).
Election Inspectors will be appointed at the meeting. Such Inspectors will
determine the validity of proxies and will receive, canvas and report to the
meeting the votes cast by the shareholders on each item brought before the
shareholders for vote. No shares of the Company's stock can be voted by any
person who is not the record owner or voting under authority granted by the
record owner. All returned proxies are counted toward the required quorum or the
required percentages of shares present at the meeting for election of directors
and for the proposed amendment to the Company's Articles of Incorporation. If
any shareholder returns a proxy without indicating his directions whether the
proxy should be voted for or against any item or voted for or withheld from
voting on any item, the proxy will be voted by the proxy agents for management's
nominees for director, against the proposal to amend the Company's Articles of
Incorporation, and in the agents' discretion on any other matter coming before
the meeting.
Any Shareholder returning a proxy has the power to revoke that proxy at any
time before it is voted, by delivery of a written notice of revocation, signed
by the shareholder, to the Secretary of the Company; by delivery of a signed
proxy bearing a later date; or by attending the Annual Meeting and voting in
person. Any proxy which is not revoked will be voted at the Meeting.
In accordance with Company bylaws, the Annual Meeting will be conducted in
accordance with an agenda which will be conspicuously posted at the Annual
Meeting. Participation at the Meeting will be encouraged but will be limited to
shareholders and holders of valid proxies for shareholders. The Meeting will
start promptly at 9:00 a.m.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three Class B Directors
to each serve a three-year term. The Board of Directors of the Company has
nominated Sosimo S. Padilla, Joe S. Chavez and Carlos Saavedra. Mr. Padilla and
Mr. Saavedra are a current Class B Director and each is running for the seat he
presently holds. Mr. Joe S. Chavez was nominated by the Company's Board of
Directors to run for the seat held by Mr. Abelino C. Herrera until his
retirement from the Board in November, 1995. The Company's nominees have
consented to be nominated and to serve if elected. Certain Directors are
identified below as members of the Company's Executive Committee and as
Directors and officers of El Campo Santo, Inc., which is a New Mexico nonprofit
corporation. The Company established El Campo Santo Inc. and donated cemetery
lands to it to be operated for the benefit of the Atrisco heirs. Certain
Directors also serve as members of the Company's Disclaimer Committee, a
committee established to review whether the Company will disclaim or litigate
questions of third party claims of ownership of lands now or formerly owned by
the Company.
Nominees for Class B Directors: Terms will expire in 1998
Sosimo Sanchez Padilla, age 65, is Chairman of the Board of Directors. Mr.
Padilla was Vice President of the Company from 1971 to 1986 and has been a
Company Director since 1971. Mr. Padilla is a member of the Company's Executive
Committee. For more than 30 years prior to 1987, Mr. Padilla owned and operated
Western Securities Transportation Corporation, a family-owned newspaper and
record transportation business in New Mexico. Mr. Padilla is retired from
Albuquerque Publishing Company where he was employed for 37 years. Mr. Padilla
has served on the State of New Mexico Border Research Institute Support Council
and as a Director of the National Association of Industrial and Office Parks.
From 1982-1986, Mr. Padilla was the Chairman of the New Mexico Highway
Commission and for three years served as a Trustee for the University of
Albuquerque, and as a Director of the Westside Albuquerque Chamber of Commerce,
the Greater Albuquerque Chamber of Commerce and the Albuquerque Hispano Chamber
of Commerce. Mr. Padilla was a founder of and for more than 20 years served as a
Director of the Bank of New Mexico. Mr. Padilla is currently a member of the
Board of Directors of Rancher's Bank, a position he has held since March, 1995.
Joe S. Chavez, age 58, has been nominated to fill the directors seat held
by Mr. Abelino C. Herrera until his retirement from the Board in November, 1995.
Mr. Chavez has extensive knowledge and experience in business, customer
relations and sales. For more than the past 35 years, Mr. Chavez has been a
co-owner and budget director of Regina's Dance Studio, a business with two
locations in Albuquerque specializing in the sale of gymnastics equipment,
costume and ballet apparel and coordination of dance performances and other
functions. For approximately 13 years from 1960 to 1973 Mr. Chavez was a store
manager for Kimbell Co., that did business in Albuquerque as Foodway Super
Markets and from 1975 to 1986 he was employed by the U.S. Postal Service at
various positions, including Letter Carrier, Postal Systems Examiner,
Supervisor, Acting Station Manager, Manager and ad-hoc Facilitator and
Coordinator of employees, which involved conducting training sessions and work
teams. Mr. Chavez served in the United States Navy from 1955 to 1959 when he was
honorably discharged. In 1992, Mr. Chavez was appointed to represent the
interest of Westland Development Co., Inc. on the Petroglyph National Monument
Citizens Advisory Commission.
Carlos Saavedra, age 68, first served as a Company Director from 1969 to
1975 and has served as a Class B Director from 1989 to present. Dr. Saavedra is
Chairman of the Company's Disclaimer Committee and is an alternate member of the
Company's Executive Committee. Dr. Saavedra was a member of the Board of
Directors of the La Compania de Teatro de Albuquerque. Dr. Saavedra holds a B.S.
degree in Education from the University of Albuquerque (1952); a M.A. degree in
Education Administration from the University of New Mexico (1962); an Ed.S.
degree in Bilingual Education from the University of New Mexico (1968); and an
Ed.D. degree in linguistics from the University of New Mexico (1969). He has
done post graduate work at the University of Texas in Austin and Highlands
University in Las Vegas, New Mexico. After the creation of the Petroglyph
National Monument, Dr. Saavedra was appointed a member of the Petroglyph
National Monument Historical Research Committee, He is also a member of the
Westside Coalition in Albuquerque.
From 1956 to 1975 Dr. Saavedra was employed by the Albuquerque, New Mexico
Public Schools as a teacher, Administrator and Director of Bilingual Education.
From 1975 to 1977 he was the Director of Bilingual Education for the Colorado
Department of Education and from 1977 to 1985 he was the Director of Bilingual
Education for the Oakland Unified School District, Oakland, California. Dr.
Saavedra has been a consultant to the Ministries of Education in Caracas,
Venezuela and Cochabamba, Bolivia. Dr. Saavedra served for four years as a
member of the National Advisory Board on Child Nutrition and for three years as
a member of the Ethnic Heritage Studies Task Force, Washington, D.C. He received
a Presidential Citation for Service Beyond the Call of Duty and is listed in the
Who's Who of American Education. Dr. Saavedra served in the United States Air
Force from 1944 to 1950 and received an honorable discharge. Dr. Saavedra
retired from teaching in 1985 and currently owns Aspen Country Florists in
Albuquerque, New Mexico.
Continuing Class C Directors: Terms expire in 1996
David C. Armijo, age 79, has been the Company's Secretary and Treasurer
since 1989. Mr. Armijo previously served as the Company's Secretary from 1978 to
1985. He has been a Company Director since 1976 and is a member of the Company's
Executive Committee. For more than the past 30 years Mr. Armijo has been an
insurance broker. He is President and Chairman of the Board of California All
Risk Insurance Agency, Inc., in Los Angeles, California. He is a member of the
Board of Directors of the Lockheed Aircraft Overseas Association and of the San
Gabriel Valley Medical Center for whom he is also Treasurer and Finance
Committee Executive. He is a former member of fourteen years serving variously
as Chairman, Vice Chairman and Planning Commissioner for the City of San
Gabriel, California, where he resides. Mr Armijo also serves as Chairman of the
Finance and Insurance Committee of the Garibaldina Society of California, a non
profit corporation dedicated to charitable and cultural purposes. Mr. Armijo
holds a Bachelor of Arts Degree in Business Administration from the University
of California at Berkeley.
During World War II, Mr. Armijo was assigned as Civilian Technician to the
Eighth Air Force in Europe for two years, for Lockheed Aircraft Corp., and is a
licensed pilot, holding licenses in A&E and also aircraft radio telephone.
Josie G.Castillo, age 63, has been a Director of the Company since 1984,
was the Company's Treasurer from 1985 to 1989. She is the Vice Chairman of the
board of directors of El Campo Santo, Inc. and is a member of the Company's
Disclaimer Committee. Ms. Castillo is also an alternate member of the Company's
Executive Committee. From November of 1980 to February of 1983 Ms. Castillo
worked for the Company in shareholder relations and from 1983 through March,
1995, when she retired, she worked on the office staff of the Human Services
Department of the State of New Mexico in Albuquerque, New Mexico.
Carmel Chavez, age 75, has been a Director of the Company since its
incorporation in 1967 and was one of the signers of the Proposal for Conversion
of Town of Atrisco to the Company and was one of the Company's incorporators. He
is a Director of El Campo Santo, Inc. and is an alternate member of the
Company's Executive Committee. Until his retirement in 1983, Mr. Chavez had been
employed for 27 years by the Albuquerque Public Schools as head custodian.
Continuing Class A Directors: Terms expire in 1997
Barbara Page, age 61, has been the Company's President and Chief Executive
Officer since 1989. Ms. Page is a graduate of the Robert O. Anderson School of
Management of the University of New Mexico. She has served as a Company Director
and member of the Company's Executive Committee since July 25, 1989. Ms. Page
previously served as the Registrant's Corporate Secretary from 1971 until she
resigned in 1978. From November of 1982, Ms. Page also served as the Company's
Treasurer until her resignation in October of 1985. Ms. Page served as a
director of the Registrant until October 16, 1986.
Ms. Page was employed by First Interstate Bank (formerly, the Bank of New
Mexico) for 20 years and served as an Assistant Vice President and Branch
Manager at its Candelaria and North Valley offices from 1973 through November
1981. She was an owner of the Bluewater Inn, Bluewater, New Mexico from 1981
until 1984. Ms. Page was employed during the fall and winter of 1988 - 1989 as a
salesperson with American Homes in Las Vegas, Nevada. Ms. Page is a member of
the Albuquerque Economic Forum, the Albuquerque Economic Development Counsel,
NAIOP, Albuquerque Chamber of Commerce, Albuquerque West Side Association and
the Albuquerque Hispano Chamber of Commerce.
Polecarpio (Lee) Anaya, age 64, is a Company Director, its Vice President
and Chairman of the its Executive Committee, positions he has held since July
25, 1989. Mr. Anaya was a Bernalillo County Deputy Sheriff during 1952 and 1953.
Mr. Anaya served as a member of the Atrisco Land Grant Board of Trustees from
1954 through 1959. Mr. Anaya has operated service stations in Albuquerque since
1958 and is owner and operator of Lee's Conoco and Lee's American Parts in
Albuquerque.
Raymundo H. Mares, age 81, has been a Company Director since 1973 and is a
member of the Company's Executive Committee, is the Chairman of the Board of
Directors of El Campo Santo, Inc. and is an alternate member of the Company's
Disclaimer Committee. Mr. Mares retired in 1979. For the previous ten years
prior to his retirement, he had been employed as a roofer in the maintenance
department of the University of New Mexico in Albuquerque.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company's No Par Value Stock and its Class B Stock are its only classes
of voting securities outstanding. Only shareholders of record at the close of
business on September 29, 1995, will be enti- tled to vote at the Annual Meeting
and at any adjournment thereof. As of September 29, 1995, 716,608 shares of No
Par Value Stock, and 76,100 shares of Class B Stock were issued and outstanding,
each of which is entitled to one vote on each matter coming before the Meeting.
Security Ownership of Certain Beneficial Owners and Management:
---------------------------------------------------------------
The following table sets forth, as of September 29, 1995, the beneficial
ownership of No Par Value Stock and Class B Stock by each nominee and each
present Director of the Company and by all officers and Directors as a group.
The information as to beneficial stock ownership is based on data furnished by
each person. Each person has sole voting and investment power as to all shares
unless otherwise indicated. No person is known by the Company to own
beneficially 5% or more of its issued and outstanding equity securities.
NOTE: "Beneficial ownership" of stock, as defined by the Securities and
Exchange Commission, includes stock which is not outstanding and not entitled to
vote or receive dividends, but which an individual has the right to acquire
within 60 days pursuant to a vested stock option. Such stock will not be issued
until the option holder exercises his or her option and pays for the stock at
the option price. Only Class B Stock is issuable under the Company's terminated
Stock Option Plan. See "Compensation of Directors and Executive Officers - Stock
Option Plan" below.
NO PAR SHARES CLASS B SHARES
------------- --------------
Amount Percent Amount Percent
and of and of
Nature of Class Nature of Class
Beneficial Beneficially Beneficial Beneficially
Ownership Owned Ownership Owned
(1)(2)(3)
---------- ------------ ---------- ------------
CLASS "A" DIRECTORS
Barbara Page ............ 500 * 8,300 13.53
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Polecarpio (Lee) Anaya .. 70 * 5,000 6.57
3900 Isleta Blvd., S.W.
Albuquerque, N.M. 87105
Raymundo H. Mares ....... 663(5) * 10,700 14.06
2421 Kelly, S.W.
Albuquerque, N.M. 87105
CLASS "B" DIRECTORS(4)
Sosimo S. Padilla ....... 146(6) * 10,700 14.06
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Joe S. Chavez(7) ........ 100 * -0- 6.57
3901 Donald Rd., S.W.
Albuquerque, N.M. 87105
Carlos Saavedra ......... 393 * 5,000 6.57
220 Tohatchi, N.W.
Albuquerque, N.M. 87104
CLASS "C" DIRECTORS
David C. Armijo ......... 3,132 * 10,700 14.06
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Josie Castillo .......... 738 * 10,000 13.14
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Carmel Chavez ........... 617 * 5,700(2) 7.49
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Directors and Officers
as a group
(nine people) ........... 2,359 * 64,100 84.23
(5-6) (1-4)
______________________
(1) On September 15, 1995 there were issued and outstanding options to
purchase 23,000 shares of the Company's Class "B" Common Stock, all of which are
currently exercisable at a price of $5.51 per share. The percentages contained
herein are based on the total number of shares that would be issued and
outstanding if no options were exercised. These options were granted to persons
who were Board members at the date of the option grant in 1984. All options
expire on December 14, 1996 if not exercised.
(2) Mr. Chavez holds options to purchase 5,000 shares of Class "B" Common
Stock.
(3) For purposes of computing the percent of beneficial ownership, a total
of 76,100 shares is used.
(4) Each of the current Class "B" Directors are the Management's nominees
for Director at the Annual Meeting of Shareholders.
(5) Of which, 399 shares are owned by Mr. Mares' wife.
(6) Of which, 46 shares are owned by Mr. Padilla's wife and 50 shares are
held by Mrs. Padilla as custodian for 2 grandchildren.
(7) Mr. Chavez is the Board nominee to replace the retiring Director, Mr.
Abelino C. Herrera, on the board. Mr. Herrera will serve as a Director through
November of 1995. At the time of his resignation, Mr. Herrera owned 34 shares of
the Company no par shares and 5,000 shares of the Company's Class B shares. *
Represents less than 1% of the issued No Par Value common shares. The total of
the No Par Shares and Class B Shares owned by the Company's Officers and
Directors is approximately 8.39% of all such shares that might be voted at the
Annual Meeting of Shareholders.
Identification of Executive Officers and Directors.
The Executive Officers and the Directors of the Company are:
Name Position Age
---- -------- ---
Sosimo S. Padilla Chairman of the Board 65
of Directors since
July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 61
Officer and Director
since July 25, 1989
Polecarpio (Lee) Anaya Vice President, Director 64
since July 25, 1989
David C. Armijo Secretary and Treasurer 79
since July, 25, 1989,
Director since 1976.
Josie G. Castillo Director since 1984 63
Carmel Chavez Director since 1967 75
Raymundo H. Mares Director since 1973 81
Carlos Saavedra Director since 1989 68
Abelino C. Herrera will serve as a Director through November of 1995. He
has been a director since 1989. As a result of the vacancy on the Board of
Directors that will result from Mr. Herrera's retirement, the Board nominated
Mr. Joe S. Chavez, who is not related to any other Board member, to run for the
seat vacated by Mr. Herrera.
Family relationships:
---------------------
None of the Directors, nominees or Officers of the Company are related (as
first cousins or closer) by blood, marriage or adoption to any other Director,
nominee, or Officer.
Meetings of the Board:
----------------------
The Board holds regular meetings monthly and special meetings as the
business of the Company requires. During the past fiscal year the Board held
twelve regular meetings, and three special meet- ings. All members attended at
least 75% of the meetings.
The Board has no audit, nominating or compensation committees, but does
have an Executive Committee consisting of Polecarpio (Lee) Anaya, Sosimo Sanchez
Padilla, Barbara Page, Raymundo Mares and David C. Armijo, with alternates being
Carmel Chavez, Carlos Saavedra, Josie Castillo and Abelino Herrera. Pursuant to
the Company's bylaws, the Executive Committee performs those functions delegated
to it by the Board. During the past fiscal year, the Executive Committee met
three times.
Raymundo Mares, Josie Castillo and Carmel Chavez also serve as Directors of
El Campo Santo, Inc., a wholly owned non-profit corporation. El Campo Santo,
Inc. held four meetings during the year.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the fiscal year ended
June 30, 1995, 1994 and 1993 including bonuses and deferred cash compensation
(if any), of the Company's Chief Executive Officer and the three other highest
paid executive officers, being all of the executive officers:
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Payouts
--------------------- ------------
(a) (b) (c) (e) (i)
Other
Name and Annual
Principal Salary Compensation All Other
Position Year ($) ($) Compensation
---- ------ ------------ ------------
Barbara Page 1995 125,229 12,696(1) 23,915(2)(5)
President, CEO 1994 110,000 12,698(1) 22,658(2)
and Director 1993 121,983 12,000(1) 33,263(2)
Polecarpio (Lee) Anaya 1995 46,505(1)(3) 11,311(2)
Vice President 1994 46,507(1)(3) 10,558(2)
and Director 1993 45,600(1)(3) 20,000(2)
Sosimo S. Padilla 1995 46,505(1)(3) 11,311(2)
Chairman of the Board 1994 46,507(1)(3) 10,558(2)
1993 45,600(1)(3) 20,000(2)
David C. Armijo 1995 16,505(1)(4) 11,311(2)(4)
Secretary, Treasurer 1994 16,507(1)(4) 10,558(2)(4)
and Director 1993 15,600(1)(4) 20,000(2)(4)
______________
(1)Mr. Padilla, Mr. Anaya, Mr. Armijo and Dr. Saavedra are each paid a
Directors fee of $1,300 per month. Ms. Page and each of the Company's other
Directors are paid a Directors fee of $1,000 per month.
(2) As part of its grant of shares of its Class B common stock to its nine
directors during fiscal 1993, the Company agreed to pay all state and federal
taxes related to the grant. Such payments were based on the actual income
liability the grant caused each director to incur.
(3) Mr. Padilla and Mr. Anaya are each paid $30,000 per year pursuant to
consulting agreements.
(4) Does not include $8,475, $7,500 and $6,000 paid to Mr. Armijo's
insurance agency as commissions during 1993, 1994 and 1995, respectively, for
representing the Company as its insurance broker.
In 1984, the Company granted certain stock options to persons who were at
that time members of the Company's Board of Directors. The following table sets
forth information concerning the value of those exercises and unexercised
options at June 30, 1995.
Aggregated Option/SAR Exercises in Last Fiscal Year
---------------------------------------------------
and FY-End Option SAR values
----------------------------
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End(#) at FY-End($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise(#) Value Realized Unexercisable Unexercisable
---- --------------- -------------- ------------- -------------
Barbara Page 5,000 $14,950
President
and CEO
Polecarpio (Lee) Anaya 5,000 $19,950
Vice President, Director
Sosimo S. Padilla 5,000 $19,950
Chairman of the Board
David C. Armijo 5,000 $19,950
Secretary, Treasurer,
Director
Options owned by Mr. Padilla, Mr. Armijo and Mr. Mares, each for 5,000
shares that were unexercised at the end of the fiscal year were subsequently
exercised.
The Company has no long term compensation arrangements with its directors.
Employment and Consulting Arrangements with Current Officers.
-------------------------------------------------------------
Ms. Page is employed as the Company's President under a renewable five year
employment agreement providing for an annual salary of $110,000. If Ms. Page is
involuntarily terminated during the term of the agreement she shall be paid, in
addition to any salary earned to the date of such termination, an amount of cash
equal to six times the amount of her annual salary on the date of termination.
Mr. Padilla, the Company's Chairman, and Mr. Anaya, the Company's Vice
President, are each paid $30,000 per year for their services to the Company
under renewable five year consulting agreements. If either Mr. Padilla's or Mr.
Anaya's consulting agreement is involuntarily terminated during the term of the
agreement, the person so terminated shall be paid an amount of cash equal to six
times the annual compensation rate then in effect under the contract.
Certain Business Relationships.
-------------------------------
During fiscal 1990, the Company appointed Mr. David Armijo's California
All-Risk agency as its broker to obtain all of the Company's insurance. Mr.
Armijo has held a non-resident broker's license to sell insurance in the State
of New Mexico since 1962. That agency received a total of $6,000 in commissions
for the placement of the Company's insurance in 1995.
Pension Plan.
-------------
On June 27, 1991, the Company established a Simplified Employee Pension
("SEP-IRA") plan under Section 408(k) of the Internal Revenue Code. Under the
terms of the SEP-IRA plan for 1994, the Company contributed 11% of each eligible
employee's earned wages. Under this SEP-IRA employees may also contribute up to
4% of their earned wages. The Company makes monthly contributions to the plan
whereby $47,023 was paid in fiscal 1995 and $35,799 was paid in fiscal 1994.
Stock Option Plan.
------------------
In 1984, the Company established and the shareholders approved a stock
option plan (the "Plan") to provide incentives for the Company's Directors,
Officers and Employees. The Company terminated the Plan in 1987. Options for
23,000 shares of Class B Stock are outstanding, all of which may be currently
exercised. Only Class B Stock could be issued under the Plan. Options were
granted in the discretion of the board. Options to director/employees became
exercisable 25% immediately upon being granted and 25% per year thereafter.
Options to Directors who were not employees became exercisable 100% on the
earlier of ten years after grant or when the director ceases to be a Director.
All options expire on December 14, 1996, or earlier if the option holder dies.
Option holders waived any preemptive right, which might result from the option
grant, to acquire No Par Value Stock.
The exercise price of option shares, $5.51 per share, set by Board of
Directors was at least their fair market value on the date of the grant. Because
there was no formal market for any class of the Company's stock, the Board, in
order to calculate a fair market value for the Class B Stock for the purpose of
granting options, took into account the Company's earning potential, the price
of repurchases of No Par Value Stock. The Company's Class B Stock does not have
a readily determinable market value at this time.
Between June 30, 1994 and August 31, 1995, 25,000 options were exercised.
Compensation of Directors.
--------------------------
In addition to the payment of the taxes incurred by the directors as a
result of the stock bonus discussed above, Directors were paid during the year
the following amount as director's fees: Mr. Padilla, Mr. Anaya and Mr. Armijo,
as officers of the Company were paid Director's fees of $1,300 per month and
each other Director received a Director's fee of $1,000 per month.
Ms. Page, as the only salaried officer of the Company, participates in all
employee benefit plans and employee bonuses which may be declared by the Board
of Directors.
LEGAL PROCEEDINGS
Other than ordinary routine litigation incidental to the Company's
business, the Company and/or members of its management are currently parties in
the following legal proceedings:
1. Westland et al v. Kenny Romero, et al.
-----------------------------------------
Since 1989, the Company has reported the above captioned litigation filed
by the Company in the District Court for Bernalillo County, New Mexico in which
sought damages from the Defendants for abuse of legal process. On August 7,
1995, this action was settled by agreement between the parties, the terms of
which are subject to a non-disclosure agreement.
2. Westland's El Campo Santo, Inc. (a wholly owned subsidiary) v. Nick
---------------------------------------------------------------------------
Cordova
-------
The Company's wholly owned subsidiary, Westland's El Campo Santo, Inc.
("ECS") which owns a cemetery in Albuquerque that is primarily devoted to the
burial of the Company's shareholders and Atrisco heirs, sued Nick Cordova
("Cordova"), an independent grave digger who digs graves for the county,
mortuaries and individuals, in an effort to obtain burial information related to
the interment by Cordova of indigent persons for Bernalillo County and others.
On October 26, 1994, this action was settled by agreement between the parties,
the terms of which are subject to a non-disclosure agreement.
3. Anzures vs. Crestview Funeral Home, Inc. and Westland Development Co., Inc.
--------------------------------------------------------------------------------
On November 3, 1994, a relative of an unidentified indigent person who was
buried at County expense in a cemetery owned by El Campo Santo, Inc., sued the
funeral home and the Company claiming that both of the defendants breached their
obligation to bury the relative decently by keeping track of the location of the
gravesite, and that the breach caused the plaintiff extreme emotional distress
and upset. The complaint also alleges that the Company and the funeral home
conspired to prevent the Plaintiff from learning the whereabouts of their
deceased relative.
The funeral home has settled with the plaintiff. To limit the cost of this
matter and its exposure to liability, the Company settled this matter on
September 18, 1995, the terms of which are subject to a non-disclosure
agreement.
SHAREHOLDER PROPOSAL TO AMEND ARTICLES OF INCORPORATION
Ms. C. Pena, a Company shareholder, has proposed that the shareholders be
presented with her proposal that Article V of the Company's Articles of
Incorporation be amended to add a limitation of service by directors as follows:
"From and after the date of the 1995 Meeting of
Shareholders, no director of this corporation shall serve more
than two consecutive three year terms of office."
The affirmative vote of not less than two-thirds of all of the Company's
issued and outstanding shares must be cast for this proposed amendment for it to
pass. Management believes that this proposal is not in the best interest of the
Company and recommends that you vote against it.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton, certified public accountants, has provided services to the
Company during the past fiscal year, which included the examination of the
Company's annual report to shareholders and annual report on Form 10-KSB. A
representative of Grant Thornton will be present at the Annual Meeting, will be
available to respond to appropriate questions concerning the financial
statements of the Company, and will have the opportunity to make a statement if
the representative desires to do so.
PROXY MATERIALS FOR NEXT ANNUAL MEETING
Shareholder proposals for consideration at the next Annual Meeting, which
the Company expects to hold in November 1996, must be received by the Company no
later than June 30, 1996. In order for such proposals to be included, they must
be legal and must comply with the Rules and Regulations of the Securities and
Exchange Commission.
OTHER BUSINESS
The Board knows of no other business which is to be presented at the Annual
Meeting. However, if other matters should properly come before the Annual
Meeting, the persons named in the proxy will vote on those matters according to
their judgment.
By Order of the Board of
Directors
David C. Armijo, Secretary
Albuquerque New Mexico, October 14, 1995.
ON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 1995, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND
THE SCHEDULES THERETO) TO ANY RECORD HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S
SHARES AS OF THE CLOSE OF BUSINESS ON SEPTEMBER 29, 1995. ANY EXHIBIT TO THE
ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE
REASONABLE EXPENSES OF FURNISHING THE EXHIBITS. ANY SUCH WRITTEN REQUEST SHOULD
BE ADDRESSED TO DAVID C. ARMIJO, SECRETARY, WESTLAND DEVELOPMENT CO., INC., 401
COORS BOULEVARD, N.W., ALBUQUERQUE, NEW MEXICO 87121.
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF WESTLAND DEVELOPMENT CO., INC. to
be held at 9:00 a.m., November 14, 1995, in the Taos Room of the Albuquerque
Convention Center, at 401 Second Street, N.W.
This Proxy is solicited by Management. Management recommends that you vote
"Yes" for the election of each Management Candidate.
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES, Sosimo S. Padilla, Barbara
Page, and Polecarpio (Lee) Anaya, and each of them, each with the power to
appoint his or her substitute, and hereby authorize them to represent and to
vote, as designated below, all of the stock of Westland Development Co., Inc.
owned of record by the undersigned on October 2, 1995, at the 1995 Annual
Meeting of Shareholders to be held on November 14, 1995, and at any
postponement(s) or adjournment(s) thereof, for the election of Three Class B
Directors and to vote upon any other matters which may properly come before the
Meeting, subject to any directions in this proxy.
THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY ME FOR ANY PURPOSE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF SOSIMO SANCHEZ PADILLA, JOE S. CHAVEZ AND CARLOS
SAAVEDRA AS THE COMPANY'S CLASS B DIRECTORS, AGAINST THE SHAREHOLDER'S PROPOSAL
TO AMEND ARTICLE V OF THE COMPANY'S ARTICLES OF INCORPORATION AND IN THE
DISCRETION OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTER BROUGHT
BEFORE THE MEETING.
1.ELECTION OF DIRECTORS:
[__] YES: VOTE MY STOCK FOR THE FOLLOWING THREE NOMINEES:
SOSIMO SANCHEZ PADILLA - JOE S. CHAVEZ - CARLOS SAAVEDRA
[__] NO: WITHHOLD AUTHORITY TO VOTE FOR ALL CANDIDATES LISTED ABOVE.
INSTRUCTIONS: If you do not want your stock voted for any individual listed
above, line through that Nominees name. (To be elected, nominees for seats on
the Board of Directors must receive the affirmative vote of a majority of the
2. AMENDMENT OF ARTICLE V OF THE ARTICLES OF INCORPORATION:
To amend Article V of the Company's Articles of Incorporation to provide:
"From and after the date of the 1995 annual meeting of shareholders, no director
of this corporation shall serve more than two consecutive three year terms of
office".
[__] YES
[__] NO
(An amendment to the Company's Articles of Incorporation requires the
affirmative vote of two-thirds of all of the Company's issued and outstanding
shares, voted at the meeting by the owners thereof in person or by proxy.)
2. OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
If any other matters are properly brought before the Meeting (or any
adjournments of the Meeting) in their discretion, the persons named as Proxies
or their substitutes are authorized to vote upon such other matters in their
discretion.
[__] GRANTED [__] WITHHELD
Sign below as your name appears on the label. If there is no label, sign
your name as you normally sign your name and date your proxy.
____________________________________________
Signature
DATE _________________________________, 1995
____________________________________________
Signature of co-owner (if applicable)
DATE _________________________________, 1995
When signing as attorney, executor, administrator, trustee or guardian,
please sign title as such. If a corporation, please sign in full the
corporation's name by President or other authorized officer. If a partnership,
please sign in the partnership name by authorized person. If anyone other than
the shareholder(s) named on the above label is signing this proxy, indicate the
capacity in which you are signing, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE. YOUR STOCK CANNOT BE VOTED UNLESS YOU VOTE
IN PERSON AT THE ANNUAL MEETING OR YOU RETURN A SIGNED AND DATED PROXY BY THE
TIME OF VOTING AT THE ANNUAL MEETING.
