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 October 2, 1997
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC. ( the
"Company") will be held on October 2, 1997, in the Rio Grande Ball Room of the
Sheratan Old Town, 800 Rio Grande Boulevard, N.W., Albuquerque, New Mexico, at
8:00 a.m., New Mexico time, to act upon the following:
1. To elect three Class A Directors;
2. To consider and vote upon an amendment to Article III of the Company's
Articles of Incorporation to grant the Company the authority to engage in
any business authorized by the New Mexico Business Corporation Act;
3. To consider and vote upon an amendment to Article IV of the Company's
Articles of Incorporation to delete from Article IV the authority to issue
Class A Stock; and
4. 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 August 20, 1997, 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
DAVID C. ARMIJO, Secretary
Albuquerque, New Mexico, August 20, 1997
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 October 2, 1997, in the Rio Grande
Ball Room of the SheratanOld Town, 800 Rio Grande Boulevard, N.W., Albuquerque,
New Mexico, 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 August
25, 1997, 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 August 20, 1997, 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 A Director presented later
in this Proxy Statement.
To be elected 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 election, which the Board
does not anticipate, the proxies will be voted for a substitute nominee to
be designated by the Board.
2. For the Amendment of Article III of the Company's Articles of
Incorporation.
For the Amendment to Article III of the Company's Articles of Incorporation
which will delete the Article as it exists prior to the Amendment and will
replace it with the following language:
This Corporation shall have all of the powers granted to business
corporations by the New Mexico Business Corporation Act (53-1 through 53-18
NMSA 1978).
For this Proposal to pass, it must receive the affirmative vote of two
thirds of all of the Company's issued and outstanding No Par Value Stock
and Class B Stock, or an aggregate of 535,166 shares.
3. For the Amendment of Article IV of the Company's Articles of Incorporation.
For the Amendment to Article IV of the Company's Articles of Incorporation,
which will delete from the Article the authority to issue Class A Stock as
now authorized by the Article. The remainder of the Article will remain the
same.
For this Proposal to pass, it must receive the affirmative vote of two
thirds of all of the Company's issued and outstanding No Par Value Stock
and Class B Stock, or an aggregate of 535,166 shares.
4. 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 amendments 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, for the proposals to amend Articles III and IV of the
Company's Articles of Incorporation in the way proposed herein, 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 A Directors
to each serve a three-year term. The Board of Directors of the Company has
nominated Barbara Page, Polecarpio (Lee) Anaya and Charles V. Pena to serve the
Company as its Class A Directors. Each of them is a current Class A Director and
each of them is running for the seat he or she presently holds. Each of the
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 A Directors: Terms will expire in 2000
Barbara Page, age 63, 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 National Association of
Industrial and Office Parks, Albuquerque Chamber of Commerce, Albuquerque West
Side Association and the Albuquerque Hispano Chamber of Commerce.
Polecarpio (Lee) Anaya, age 66, 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 Town of Atrisco 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 46, 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 thirteen in the Saint
Anthony's Home for Boys in Albuquerque, New Mexico. He began employment with
Safeway Stores at age fifteen, a career 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 he was a member of the rose to the
position of Inventory Control Person. Also during his employment with Safeway
Stores he was a member of the Retail Clerk's 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.
BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS.
DIRECTORS:
Continuing Class B Directors: Terms Expire in 1998
Sosimo Sanchez Padilla, age 67, 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 as director on State of New Mexico Border Research Institute Support
Council and National Association of Industrial and Office Parks. Mr. Padilla was
a member of the New Mexico Highway Commission from 1978 to 1986, and was
Chairman of that Commission from 1982 to 1986. For three years he 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. In
1997, Mr. Padilla became a member of the Middle Rio Grande Council of
Government.
Joe S. Chavez, age 60, 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 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. 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
Citizen's 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. 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 1953 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 Superintendent of
Instruction 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 education in 1985. From 1985 to 1989, he was Business
Manager for Clinical Pharmacy in Albuquerque, New Mexico, and currently owns
Aspen Country Florist in Albuquerque, New Mexico.
Continuing Class C Directors: Terms 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. Since 1962, he has held a non-resident insurance
broker's license in New Mexico.
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.. Upon his
return from Europe, Mr. Armijo was named Eastern Representative for Lockheed
Aircraft and was based in New York City and in Washington, D.C. Mr. Armijo is a
licensed pilot, holding licenses in A&E and also aircraft radio telephone.
Josie G. Castillo, age 65, 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 1995, she had been employed by the office staff of the Human Services
Department of the State of New Mexico in Albuquerque, New Mexico.
Carmel Chavez, age 78, 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.
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 Assistant
Secretary/Treasurer, and Mr. David Armijo is the Secretary/Treasurer for the
Company. Other officers of the Company are the following people:
Leroy J. Chavez, age 36, 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 B.S. degree
from the University of New Mexico in Civil Engineering. He is also the
qualifying party for the Company's General Contractor's License.
Brent Lesley, age 37, 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 B.S. 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 August 20, 1997, will be entitled to vote at the Annual Meeting and
at any adjournment thereof. On August 20, 1997, 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 August 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. There are no unexercised stock options
now issued or outstanding and there is no current intent by Management to issue
any options in the future.
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 (1)
Barbara Page ................. 500 * 8,300 9.64
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Polecarpio (Lee) Anaya ....... 70 * 5,000 5.81
1815 Sunset Gardens Rd., S.W
Albuquerque, N.M. 87105
Charles V. Pena .............. 100 * 500 *
2312 Britt St., N.E
Albuquerque, N.M. 87112
CLASS "B" DIRECTORS
Sosimo S. Padilla (2) ........ 335 * 20,700 24.04
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Joe S. Chavez ................ 100 * 200 *
3901 Donald Rd., S.W
Albuquerque, N.M. 87105
Carlos Saavedra .............. 443 * -0- *
220 Tohatchi, N.W
Albuquerque, N.M. 87104
CLASS "C" DIRECTORS
David C. Armijo ..............3,132 * 5,000 5.81
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 (3) ......... -0- * -0- *
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Brent Lesley (3) ............ -0- * -0- *
401 Coors Blvd., N.W
Albuquerque, N.M. 87121
Directors and Officers
as a group (11 people) ....5,989(1-3) *(1-3) 55,400 64.35
______________
(1) Each of the current Class A Directors are the Management's nominees for
Director at the Annual Meeting of Shareholders
(2) Of which, 46 shares are owned by Mr. Padilla's wife.
(3) 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 67
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 63
Officer President and Director
since July 25, 1989
Polecarpio (Lee) Anaya Executive Vice President and Director 66
since July 25, 1989
David C. Armijo Secretary and Treasurer since 80
July, 25, 1989, Director since 1976.
Josie G. Castillo Director since 1984 65
Carmel Chavez Director since 1973 78
Joe S. Chavez Director since 1995 60
Charles V. Pena Director Since 1996 46
Carlos Saavedra Director since 1989 70
Leroy J. Chavez Vice President of Development 36
Brent Lesley Vice President of Marketing 37
Family relationships:
None of the Directors, nominees or other 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 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 four times.
Josie Castillo, Carmel Chavez and Charles Pena also serve as Directors and
Dr. Saavedra serves as an alternate Director o f El Campo Santo, Inc., a wholly
owned non-profit corporation. El Campo Santo, Inc. Ms. Castillo and Mr. Chavez
aslo serve as Chairman and Vice Chairman, respectively. These Directors held
four meetings during the year.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the fiscal year ended
June 30, 1997, 1996 and 1995 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 Compensation Long Term Compensation
------------------- ----------------------
(a) (b) (c) (e) (i)
Other
Name and Annual All other
Principal Salary Compensation Compensation
Position Year ($) ($) ($)
Barbara Page 1997 110,000 13,934 ---
President, CEO and Director 1996 110,000 19,428 ---
1995 125,229 12,696(1) 23,915(2)
Polecarpio (Lee) Anaya(1)(3) 1997 --- 47,434 ---
Executive Vice President 1996 --- 53,232 ---
and Director 1995 --- 46,505 11,311(2)
Sosimo S. Padilla(1)(3) 1997 --- 47,734 ---
Chairman of the Board 1996 --- 53,232 ---
of Directors 1995 --- 46,505 11,311(2)
David C. Armijo(1) 1997 --- 19,034 ---
Secretary and Director 1996 --- 17,332(4) ---
1995 --- 16,505(1)(4) 11,311(2)(4)
Leroy Chavez(5) 1997 65,097(6) --- ---
Vice President 1996 63,476(6) --- ---
1995 57,630(6) --- ---
Brent Lesley(5) 1997 57,634(6) --- ---
Vice President 1996 55,766(6) --- ---
1995 49,875(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 $6,000, $6,800 and $5,000 paid to Mr. Armijo's insurance
agency by the insurance carrier as commissions from policies owned by the
Company during 1995, 1996 and 1997, respectively
(5) Became an Officer on April 26, 1996.
(6) Mr. Chavez and Mr. Lesley are paid for services rendered to the Company in
excess of 40 hours per week. All compensation, both regular salary and
compensatory pay are included.
In 1984, the Company granted certain stock options to persons who were at
that time members of the Company's Board of Directors. The following table sets
forth information concerning the value of those exercised and unexercised owned
by current Directors at June 30, 1997.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option SAR values
(d) (e)
Number of
Securities
Underlying Value of
Unexercised Unexercised
Options/ In-the-Money
SAR's at Options/Sar's
(a) (b) (c) FY-END(#) at FY-END($)
Shares Acquired Exercisable Exercisable
Name on Exercise(#) Value Realized($) Unexercised Unexercised
---- --------------- ----------------- ----------- -------------
Carmel Chavez 5,000 $22,450`
Director
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 $5,000 in commissions
for the placement of the Company's insurance in fiscal 1997.
Pension Plan:
On June 27, 1991, the Company established a Simplified Employee Pension
("SEP-IRA") plan under Section 401(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 $30,801 was paid in fiscal 1997, $53,233 was paid in fiscal 1996 and
$47,023 was paid in fiscal 1995.
Effective January 1, 1997, the Company replaced the SEP-IRA plan with a
Money Purchase Profit Sharing Deferred Compensation Plan (the "97 Plan"). Under
the 97 Plan, the Company contributes up to 15% of the aggregate earnings of
participating employees. During fiscal 1997, $43,474 was contributed by the
Company pursuant to the 97 Plan.
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,
expired. Options to purchase 7,500 shares were exercised during fiscal 1997. The
exercise price of $5.51 per share 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 at the time of the Grant, the Board 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. Page, Mr. Leroy J. Chavez and Mr. Lesley participate in all employee
benefit plans and Mr. Leroy J. Chavez and Mr. Lesley participate in any bonuses
which may be declared by the Board of Directors.
AMENDMENT TO ARTICLE III OF THE COMPANY'S ARTICLES OF INCORPORATION
The shareholders are being asked to consider and to vote upon an amendment
to Article III of the Company's Articles of Incorporation. Article III as it now
exists specifies certain powers that the Company may exercise in carrying out
its business, which has been argued restricts the Company's power to engage in
certain business, including the sale of certain Company lands. Management does
not believe that the Article as it now exists limits the Company's areas of
business interest, however, Management also believes that it is in the Company's
and its shareholder's best interest that this Article clearly state that the
Company may engage in any business permitted by New Mexico Law. For that reason,
it is proposed that Article III as it now exists be deleted in its entirety and
that in its place be inserted the following:
ARTICLE III
This Corporation shall have all of the powers granted to business
corporations by the New Mexico Business Corporation Act (53-1 through 53-18 NMSA
1978).
Management encourages each shareholder to vote For this Amendment. To pass,
this proposal must receive the affirmative vote of at least two-thirds of the
issued and outstanding No Par Value Stock and the Class B Stock.
AMENDMENT TO ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION
The shareholders are being asked to consider and to vote upon an amendment
to Article IV of the Company's Articles of Incorporation to delete therefrom the
authority to issue the Class A Stock. Article IV as it now exists authorizes the
Company to issue 736,668 shares of Class A common stock at a price of $1.45 per
share. This provision was included in the Company's Articles at the time of
incorporation of the Company in 1967 and now has no benefit to the Company, but
might be used by the Company to issue shares at a value substantially less than
the current market value of the shares.
Management recommends that you vote For amending this Article to remove the
authority to issue the Class A Stock from the authorized capital. To pass, this
proposal must receive the affirmative vote of at least two-thirds of the issued
and outstanding No Par Value Stock and the Class B Stock.
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 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 September, October or November 1998, must be
received by the Company no later than June 30, 1998. 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
DAVID C. ARMIJO, Secretary
Albuquerque New Mexico, August 20, 1997
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, 1997, 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 AUGUST 20, 1997. 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.
