SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 1997
WESTLAND DEVELOPMENT CO., INC.
(Exact name of Registrant as specified in its charter)
New Mexico 0-7775 85-0165021
(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.
Incorporation)
401 Coors Blvd., S.W.
Albuquerque, New Mexico 87121
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 505-831-9600
N/A
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
On October 2, 1997, at the registrant's annual meeting of shareholders, the
shareholders amended Article III of the registrants articles of incorporation.
The amendment was provides that the Corporation shall have all of the powers
granted to business corporations by the New Mexico Business Corporation Act
(Sections 53-1 through 53-18 NMSA 1978).
The Amendment to the Articles was approved by more than two-thirds of the issued
and outstanding common stock entitled to vote at the meeting.
Item 7. Financial Statement and Exhibits.
(a) There are no financial statements filed as part of this Report.
(b) Exhibit furnished pursuant to Item 601 (b)(3) of Regulation SB:
Certificate of Amendment to the registrant's Articles of Incorporation.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: October 2, 1997
WESTLAND DEVELOPMENT CO., INC.
By: Barbara Page
-------------------------------
Barbara Page, President and CEO
EXHIBIT 99
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WESTLAND DEVELOPMENT CO., INC.
Pursuant to the provisions of the Business Corporation Act of New Mexico,
the undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is WESTLAND DEVELOPMENT CO., INC.
SECOND: The following amendment to the Articles of Incorporation was adopted by
the shareholders of the corporation at the annual meeting of shareholders held
on October 2, 1997, in the manner prescribed by the Business Corporation Act of
New Mexico, and at such meeting voted to repeal Article III of its Articles of
Incorporation and voted to replace that repealed Article with the following:
ARTICLE III
This Corporation shall have all of the powers granted to business
corporations by the New Mexico Business Corporation Act (Sections 53-1 through
53-18 NMSA 1978).
THIRD: The number of issued and outstanding shares of the Corporation's common
stock entitled to vote on the Amendment at the meeting that adopted the
Amendment on October 2, 1997, was 802,708 shares.
FOURTH: The corporation has two classes of issued and outstanding common stock
entitled to vote on the amendment, those being no par value common stock and
Class B common stock. The aggregate of all such issued and outstanding shares at
the time of the meeting of shareholders was 802,708. The amendment was not a
matter specified by Section 53-13-3 NMSA 1979 as requiring a vote by class.
FIFTH: Of the 802,708 shares of issued and outstanding common stock entitled to
vote on the amendment, 539,831 shares voted for the amendment and 56,574 shares
voted against the amendment.
SIXTH: the result of this amendment had no effect on the number of authorized
shares or stated capital.
IN WITNESS WHEREOF, the said WESTLAND DEVELOPMENT CO., INC. has caused this
Certificate of Amendment to be signed by its President and its Secretary and its
corporate seal to be affixed hereto this 2nd day of October 1997.
WESTLAND DEVELOPMENT CO., INC.
By: Barbara Page
-------------------------------
Barbara Page, President and CEO
By: David C. Armijo
--------------------------
David C. Armijo, Secretary
STATE OF NEW MEXICO )
) ss.
COUNTY OF BERNALILLO )
On October 2, 1997, personally appeared before me, a Notary Public, Barbara
Page, President, and David C. Armijo, Secretary, of WESTLAND DEVELOPMENT CO.,
INC., a New Mexico corporation, who acknowledged that they executed the
foregoing Certificate of Amendment of the Articles of Incorporation of Westland
DEVELOPMENT CO., INC. and that the statements therein contained are true.
Robert S. Simon
- ---------------
Robert S. Simon
(Notary Public)
My commission expires May 15, 1998
