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 1, 1996
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC. ( the
"Company") will be held on November 1, 1996, on the first floor of the Double
Tree Hotel, 201 Marquette, Albuquerque, New Mexico, at 8:00 a.m., New Mexico
time, to act upon the following:
(1) To elect three Class C Directors; and
(2) 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 20, 1996, 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, September 27, 1996.
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 on the first floor of the Double Tree
Hotel, 201 Marquette, Albuquerque, New Mexico, on November 1, 1995, at 8:00 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 September
27, 1996, 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 20, 1996, 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 C 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.
2. 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 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.
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 8:00 a.m.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three Class C Directors to
each serve a three-year term. The Board of Directors of the Company has
nominated David C. Armijo, Josie Castillo and Carmel Chavez. Each of these
individuals is a current Class C Director and each is running for the seat he or
she presently holds. Each of the Company's nominees has 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 C Directors: Terms will expire in 1999
David C. Armijo, age 80, 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. 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 64, has been a Director of the Company since 1984, was
the Company's Treasurer from 1985 to 1989. She is the Chairman of the board of
directors of El Campo Santo, Inc. and is a member of the Company's Disclaimer
Committee. Ms. Castillo is a member and the Vice Chairman of the Company's
Executive Committee. From November of 1980 to February of 1983 Ms. Castillo
worked for the Company in shareholder relations. From 1983 until her retirement
in early 1996, she worked on the office staff of the Human Services Department
of the State of New Mexico in Albuquerque, New Mexico.
Carmel Chavez, age 76, has been a Director of the Company since its
incorporation in 1967. He was one of the signers of the Proposal for Conversion
of Town of Atrisco to Westland Development Co., Inc. and was one of the
Company's incorporators. He is the Vice-Chairman of El Campo Santo, Inc. and is
a member of the Company's Executive Committee and Disclaimer Committee. Until
his retirement in 1983, Mr. Chavez had been employed for 27 years by the
Albuquerque Public Schools as head custodian.
BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS.
DIRECTORS:
Continuing Class A Directors: Terms expire in 1997
Barbara Page, age 62, has been the Company's President and Chief Executive
Officer since 1989. Ms. Page received a certificate in banking from 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 Secretary and
Board Member of the Albuquerque Economic Forum, a Board member of the
Albuquerque Economic Development, Inc., a member of NAIOP, Albuquerque Chamber
of Commerce, Albuquerque West Side Association and the Albuquerque Hispano
Chamber of Commerce.
Polecarpio (Lee) Anaya, age 65, is a Company Director, its Executive 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. From 1958 until his retirement in March of
1996, Mr. Anaya owned and operated Lee's Conoco and Lee's American Parts in
Albuquerque.
Charles V. Pena, age 45, was appointed to the Board of Directors on April 26,
1996, to fill the vacancy created by the death of Mr. Raymundo H. Mares. Mr.
Pena was raised from the age of one month until age sixteen in the Saint
Anthonys Home for boys in Albuquerque, New Mexico. He began employment at age
eleven and, at age 15, began a career with Safeway Stores that spanned more than
19 years until Safeway Stores in Albuquerque, New Mexico was acquired by Furrs
Food Stores. During his career with Safeway Stores he rose to the position of
Inventory Control Person. Also during his employment with Safeway Stores he was
a member of the Retail Clerks Union where he sat on two negotiating committees
and twice ran for the Presidency of the Union. Mr. Pena attended Old Albuquerque
High School and graduated from Highland High School. Following high school, he
attended the University of New Mexico and the University of Albuquerque,
majoring in business courses. Since his retirement from Safeway Stores in 1993,
Mr. Pena purchased and is an owner and operator of CJ's New Mexican Food
Restaurant in Albuquerque, New Mexico.
Continuing Class B Directors: Terms Expire in 1998
Sosimo Sanchez Padilla, age 66, 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 State Bank, a position he has held since March,
1995, and in 1996, accepted a position on the Board of Directors of the Hispano
Chamber of Commerce in Albuquerque..
Joe S. Chavez, age 59, was elected to the Board of Directors at the annual
meeting of Shareholders held in November, 1995. He is an alternate member of the
Company's Disclaimer Committee. 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 Kimbel 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. From 1986 to June, 1995, Mr. Chavez was a Sales Consultant with Casey
Luna Ford and recently became employed in a similar position with Galles
Chevrolet. 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 70, 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, is a Director of El Campo Santo,
Inc, 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.
OFFICERS:
As stated above, Mr. Sosimo S. Padilla is the Chairman of the Board of
Directors, Ms. Barbara Page is the President, Chief Executive Officer and Chief
Financial officer, Mr. Lee Anaya is the Executive Vice President and Mr. David
Armijo is the Secretary/Treasurer for the Company. Other officers of the Company
are the following people:
Leroy J. Chavez, age 35, was appointed to the position of Vice President of
Development on April 26, 1996. Mr. Chavez has been employed by the Company since
August, 1984, with his primary responsibility being the supervision of
engineering and development related to the Company's properties. Mr. Chavez'
responsibilities include the development of the Company's projects as well as
the planning and zoning of its land holdings. Mr. Chavez holds a BS degree from
the University of New Mexico in Civil Engineering. He is also the qualifying
party for the Company's General Contractors License.
Brent Lesley, age 36, was appointed to the position of Vice President of
Marketing on April 26, 1996. Mr. Lesley has been employed by the Company since
May of 1986. Mr. Lesley's responsibilities are centered on the sale of real
property, from raw land to developed lots. Mr. Lesley's responsibilities also
include overseeing the acquisition of property for the Company's property
portfolio and the procurement of project financing on both a construction and
permanent basis. Mr. Lesley holds a BS degree from Iowa State University and an
MBA degree from the University of New Mexico. He is also a licensed New Mexico
real estate broker.
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 20, 1996, will be entitled to vote at the Annual Meeting
and at any adjournment thereof. On September 20, 1996, there were issued and
outstanding 716,608 shares of No Par Value Stock and 86,100 shares of Class B
Stock, 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 20, 1996, 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)
CLASS "A" DIRECTORS
Barbara Page ................ 500 * 8,300 9.64
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Polecarpio (Lee) Anaya ...... 70 * 5,000 5.81
3900 Isleta Blvd., S.W
Albuquerque, N.M. 87105
Charles V. Pena ............. 60 * -0- -0-
2312 Britt St., N.E
Albuquerque, N.M. 87112
CLASS "B" DIRECTORS
Sosimo S. Padilla(3) ........ 146 * 10,700 12.43
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Joe S. Chavez ............... 100 * -0- *
3901 Donald Rd., S.W ........
Albuquerque, N.M. 87105
Carlos Saavedra ............. 393 * 5,000 5.81
220 Tohatchi, N.W
Albuquerque, N.M. 87104
CLASS "C" DIRECTORS(4)
David C. Armijo ............. 3,132 * 10,700 12.43
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Josie Castillo .............. 738 * 10,000 11.61
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Carmel Chavez ............... 617 * 5,700 6.62
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
OFFICERS:
Leroy J. Chavez(5) .......... -0- -0- -0- -0-
401 Coors Blvd., N.W
Albuquerque, New Mexico 87121
Brent Lesley(5) ............. -0- -0- -0- -0-
401 Coors Blvd., N.W
Albuquerque, New Mexico 87121
Directors and Officers
as a group (11 people) .... 5,756(4-5) *(1-3) 55,400 64.35
(1) On September 20, 1996, there were issued and outstanding options to purchase
13,000 shares of the Company's Class B Common Stock, which may be exercised at a
price of $5.51 per share through December 14, 1996, when, if not exercised, the
options will expire. The options were granted in 1984 to persons who were
members of the Board of Directors at that time. The percentages contained herein
are based on the total number of shares that would be issued and outstanding if
no options were exercised. No current officer or director owns an unexercised
option to purchase Class B Common Stock.
(2) For purposes of computing the percent of beneficial ownership, a total of
86,100 shares is used.
(3) Of which, 46 shares are owned by Mr. Padilla's wife and 50 shares are held
by Mrs. Padilla as custodian for 2 grandchildren.
(4) Each of the current Class C Directors are the Management's nominees for
Director at the Annual Meeting of Shareholders.
(5) These officers are not lineal descendants of an incorporator of the Town of
Atrisco, New Mexico, and cannot own Company's 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.
The Executive Officers and the Directors of the Company are:
Name Position Age
Sosimo S. Padilla Chairman of the Board of Directors 66
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 62
Officer President and Director
since July 25, 1989
Polecarpio (Lee) Anaya Executive Vice President, Director 65
since July 25, 1989
David C. Armijo Secretary and Treasurer since 80
July, 25, 1989, Director since 1976.
Josie G. Castillo Director since 1984 64
Carmel Chavez Director since 1973 76
Joe S. Chavez Director since 1995 59
Charles V. Pena Director Since 1996 45
Carlos Saavedra Director since 1989 70
Leroy J. Chavez Vice President of Development 35
Brent Lesley Vice President of Marketing 36
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 eleven regular
meetings, and no special meetings. All members attended at least 90% of the
meetings.
The Board has no audit, nominating or compensation committees, but does have an
Executive Committee consisting of Sosimo Sanchez Padilla, Polecarpio (Lee)
Anaya, Barbara Page, Josie Castillo and Carmel Chavez, with an alternate being
Carlos Saavedra. 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 one time.
Josie Castillo and Carmel Chavez, Chairman and Vice Chairman respectively, 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, 1996, 1995 and 1994 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
Annual Long Term
Compensation Compensation
(a) (b) (c) (e) (i)
Other
Name and Annual All other
Principal Salary Compensation Compensation
Position Year ($) ($) ($)
Barbara Page 1996 110,000 19,428 -
President, 1995 125,229 12,696(1) 23,915(2)
CEO and Director 1994 110,000 12,698(1) 22,658(2)
Polecarpio (Lee) Anaya(1)(3) 1996 - 53,232 -
Executive Vice President 1995 - 46,505(1)(3) 11,311(2)
and Director 1994 - 46,507(1)(3) 10,558(2)
Sosimo S. Padilla(1)(3) 1996 - 53,232 -
Chairman of the Board 1995 - 46,505(1)(3) 11,311(2)
of Directors 1994 - 46,507(1)(3) 10,558(2)
David C. Armijo 1996 - 17,332(4)
Secretary and Director 1995 - 16,505(1)(4) 11,311(2)(4)
1994 - 16,507(1)(4) 10,558(2)(4)
Leroy Chavez(5) 1996 63,476(6) - -
Vice President 1995 57,630(6) - -
1994 53,648(6) - -
Brent Lesley(5) 1996 55,766(6) - -
Vice President 1995 49,875(6) - -
1994 46,115(6) - -
(1) Mr. Padilla, Mr. Anaya, Mr. Armijo and Dr. Saavedra are each paid a
Directors fee of $1,400 per month. Ms. Page and each of the Company's other
Directors are paid a Directors fee of $1,100 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 $7,500, $6,000 and $6,800 paid to Mr. Armijo's insurance
agency as by the insurance carrier as commissions from policies owned by the
Company during 1994, 1995 and 1996, respectively
(5) Became an Officer on April 26, 1996.
(6) Mr. Chavez and Mr. Lesley are paid for services rendered to the Company in
excess of 40 hours per week. All compensation, both regular salary and
compensatory pay are included.
In 1984, the Company granted certain stock options to persons who were at that
time members of the Company's Board of Directors. The following table sets forth
information concerning the value of those exercised and unexercised owned by
current Directors at June 30, 1996.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option SAR values
(d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
(a) (b) (c) Options/SAR's Options/SAR's
Shares at FY-END(#) at FY-END($)
Acquired on Value Exercisable Exercisable
Name Exercise(#) Realized($) Unexercisable Unexercisable
Sosimo S. Padilla 5,000 $22,450
Chairman
of the Board
David C. Armijo 5,000 $22,450
Secretary,
Treasurer,
Director
Carmel Chavez* 5,000 $22,450
Director
* Option was exercised following the fiscal year end.
The Company has no long term compensation arrangements with its directors.
Employment and Consulting Arrangements with Current Officers:
Since December of 1991 Ms. Page has been 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 Executive 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 Relationship.
During fiscal 1990, the Company appointed Mr. David C. 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 $6,800 in commissions
for the placement of the Company's insurance in 1996.
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 $53,233 was paid in fiscal 1996 and $47,023 was paid in fiscal 1995.
Stock Option Plan:
On December 14, 1996, the option plan established by the Company in 1984, to
provide incentives for the Company's Directors, Officers and Employees, will,
unless exercised prior to that date, expire. On June 30, 1996, options to
purchase 20,500 shares had not been exercised, but options to purchase 7,500
shares were exercised following the fiscal year end. On September 20, 1996
options to purchase 13,000 shares had not been exercised. None of the
outstanding options are owned by the Company's current officers of directors.
All options not exercised by December 14, 1996, will expire. The exercise price
of option shares, $5.51 per share, set by Board of Directors was at least their
fair market value in 1984 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, and 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.
Compensation of Directors:
Directors were paid during the year the following amount as director's fees: Mr.
Padilla, Mr. Anaya, Dr. Saavedra and Mr. Armijo were paid Director's fees of
$1,400 per month and each other Director received a Director's fee of $1,100 per
month.
Ms. Barbara Page, Mr. Leroy J. Chavez and Mr. Brent Lesley participate in all
employee benefit plans and in any 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 not currently parties in any legal
proceedings:
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton LLP, 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 LLP ill 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 1997, must be received by the Company no
later than June 30, 1997. 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, September 27, 1996.
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, 1996, 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 20, 1996. 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.
