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 November 13, 1998, at the Sheraton
Old Town, in the Rio Grande Ballroom, 800 Rio Grande Blvd., 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 October
9, 1998, 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 25, 1998, 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 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. For an Amendment to the Articles of Incorporation to Add a New Article.
For the Amendment to the Articles of Incorporation to add thereto a new
Article VII which will state:
"Article VII
These Articles of Incorporation may be amended by the approval of a simple
majority of all of the issued and outstanding shares of this corporation
entitled to receive notice of and to vote upon all proposed changes to
these Articles."
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 535,139 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 Article IV the authority to issue Class A Stock as
now authorized by the Article. The remainder of the Article will not be
amended.
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 535,139 shares.
4. For an Amendment to Article II of the Articles of Incorporation.
Article II of the Company's Articles of Incorporation states that the life
of this Company shall be 100 years from 1967. Management proposes that this
Article be amended to grant a perpetual life to the Company and proposes
that Article II be amended to be as follows:
"Article II
The period of this corporation's existence shall be perpetual."
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 535,139 shares.
5. 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, except for
an Amendment to the Articles of Incorporation, must receive the
affirmative vote of a majority of the votes cast in person and by proxy at
the meeting. Proposed Amendments to the Articles of Incorporation 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
535,139 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 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 the Articles of Incorporation
in the ways 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 B Directors
to each serve a three-year term. The Board of Directors of the Company has
nominated Sosimo Sanchez Padilla, Joe S. Chavez and Carlos Saavedra to serve the
Company as its Class B Directors. Each of them is a current Class B Director and
each of them is running for the seat he 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. The Company's Board of Directors has delegated to the Executive
Committee the authority to make all decisions for the Company in all areas other
than those specifically prohibited by the New Mexico Business Corporation Act.
Nominees for Class B Directors: Terms will expire in 2001
Sosimo Sanchez Padilla, age 68, is Chairman of the Board of Directors. Mr.
Padilla has served as a Director since 1971 and has been the Chairman of the
Board of Directors for the last nine years and is a member of the Company's
Executive Committee. Mr. Padilla has been retired from Albuquerque Publishing
Company for more than the past 5 years. Mr. Padilla has served on the State of
New Mexico Border Research Institute Support Council and National Association of
Industrial and Office Properties; was Chairman of the New Mexico Highway
Commission from 1982 to 1986; served as a Trustee for the University of
Albuquerque; also served as a Director of the Westside Albuquerque Chamber of
Commerce and the Greater Albuquerque 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. In March of 1995, he became a Director of Rancher's State Bank. From
1996 to the present, he has served as a Director of the Hispano Chamber of
Commerce in Albuquerque. In 1997, Mr. Padilla became a member of the Middle Rio
Grande Council of Governments.
Joe S. Chavez, age 61, has served as a Director since 1995. He is an alternate
member of the Company's Disclaimer Committee. Mr. Chavez currently serves on the
Petroglyph National Monument Advisory Committee. For more than the past 5 years,
Mr. Chavez has been a co-owner of Regina's Dance Studio, a business specializing
in the sale of gymnastics equipment, costume and ballet apparel and coordination
of dance performances and other functions. Since 1986 to present, Mr. Chavez was
employed as a Sales Consultant, first with Casey Luna Ford and currently with
Galles Chevrolet.
Carlos Saavedra, age 71, has served as a Director since 1989. Dr. Saavedra is a
member of the Company's Disclaimer Committee and was a member of the Historic
Research Committee for the Petroglyph National Monument, the National Advisory
Board on Child Nutrition, the Ethnic Heritage Studies Task Force, the Board of
Directors of the La Compania de Teatro de Alburquerque and the Albuquerque
Westside Coalition of Businesses. He holds degrees as follows: B.S. in
Education, M.A. in Education Administration, Ed.S. in Bilingual Education, and
Ed.D. in Linguistics. Until his retirement in 1985, he was employed as a
teacher, administrator and consultant for school systems in New Mexico, Colorado
and California, and served as a consultant to the Ministries of Education in
Caracas, Venezuela and Cochabamba, Bolivia. Dr. Saavedra received a Presidential
Citation for Service Beyond the Call of Duty and is listed in the Who's Who of
American Education. Dr. Saavedra currently owns and operates Aspen Country
Florist in Albuquerque.
BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS.
Continuing Class A Directors: Terms Expire in 2000.
Barbara Page, age 64, has been a Director, a member of the Executive Committee
and the Registrant's President and Chief Executive and Chief Financial Officer
since 1989. Ms. Page serves as a member of the Albuquerque Economic Forum, a
Board member of the Albuquerque Economic Development, Inc., a member of National
Association of Industrial and Office Properties, Albuquerque Chamber of
Commerce, Albuquerque West Side Association, a member of the Albuquerque Hispano
Chamber of Commerce and the South Valley Chamber of Commerce.
Polecarpio (Lee) Anaya, age 67, has been a Director, the Company's Executive
Vice President and Chairman of the Executive Committee since 1989. 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 47, has been a Director since 1996. Mr. Pena retired from
Safeway stores after 19 years in that employment. During part of that time, 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 the
University of New Mexico and the University of Albuquerque, majoring in business
courses. Since 1993, Mr. Pena has owned and operated CJ's New Mexican Food
Restaurant in Albuquerque, New Mexico.
Continuing Class C Directors: Terms Expire in 1999
David C. Armijo, age 81, has been a Director since 1976 and Secretary and
Treasurer since 1989. 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 Martin Aircraft Overseas Association, the
San Gabriel Valley Medical Center, Planning Commissioner for the City of San
Gabriel, California, and Chairman of the Finance and Insurance Committee of the
Garibaldina Society of California. 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, and subsequently as Eastern Representative for Lockheed. Mr.
Armijo is a licensed pilot.
Josie G. Castillo, age 66, has been a Director since 1984, and served as 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. Mrs. Castillo is a member and the Vice Chairman of the Company's
Executive Committee. From 1983 until her retirement in 1995, she was employed by
the office staff of the Human Services Department of the State of New Mexico in
Albuquerque, New Mexico.
Carmel Chavez, age 79, has been a Director since 1967, the time of conversion of
the Town of Atrisco to Westland. He is 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 37, 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 38, 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.
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 25, 1998, will be entitled to vote at the Annual Meeting
and at any adjournment thereof. On September 25, 1998, 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 25, 1998, 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.
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 2,263 * 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) 2,099 * 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 534 * -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) 9,653(1-3) 1.3(1-3) 55,400 64.34
- -------------
1)Each of the current Class B 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 8.10% 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 68
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 64
Officer President and Director
since July 25, 1989
Polecarpio (Lee) Anaya Executive Vice President and Director 67
since July 25, 1989
David C. Armijo Secretary and Treasurer since 81
July, 25, 1989, Director since 1976.
Josie G. Castillo Director since 1984 66
Carmel Chavez Director since 1973 79
Joe S. Chavez Director since 1995 61
Charles V. Pena Director Since 1996 47
Carlos Saavedra Director since 1989 71
Leroy J. Chavez Vice President of Development 37
Brent Lesley Vice President of Marketing 38
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
thirteen regular meetings, and one special meeting. 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, Carmel Chavez and Charles Pena also serve as Directors and
Dr. Saavedra serves as an alternate Director of El Campo Santo, Inc., a wholly
owned non-profit corporation. Ms. Castillo and Mr. Chavez also 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, 1998, 1997 and 1996 including bonuses and deferred cash compensation (if
any), of the Company's Chief Executive Officer and the three other highest paid
executive officers:
SUMMARY COMPENSATION TABLE
Annual Compensation
(a) (b) (c) (d) (e)
Other
Name and Annual
Principal Salary Bonus Compensation
Position Year ($) ($) (1) ($)
--------- ---- ------ -------- ------------
Barbara Page (2) 1998 110,000 50,000 13,964
President, CEO and Director 1997 110,000 --- 13,934
1996 110,000 --- 19,428
Polecarpio (Lee) Anaya (2)(3) 1998 --- 15,000 48,645
Executive Vice President 1997 --- --- 47,734
and Director 1996 --- --- 53,232
Sosimo S. Padilla (2)(3) 1998 --- 15,000 48,645
Chairman of the Board 1997 --- --- 47,734
of Directors 1996 --- --- 53,232
David C. Armijo (2)(4) 1998 --- 5,000 18,064
Secretary and Director 1997 --- --- 19,034
1996 --- --- 17,332
Leroy Chavez (5) 1998 61,925 (5) 6,000
Vice President 1997 61,097 (5) 4,000
1996 60,976 (5) 2,500
Brent Lesley (5) 1998 54,750 (5) 6,000
Vice President 1997 53,634 (5) 4,000
1996 53,266 (5) 2,500
- -------------
1) Mrs. Castillo, Mr. Carmel Chavez, and Dr. Saavedra each received a
Director's Bonus of $5,000 during fiscal 1998, while Mr. Pena received
$2,000 and Mr. Joe Chavez received $3,000 as a Director's bonus during
fiscal 1998.
2) 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.
3) Mr.Padilla and Mr. Anaya are each paid $30,000 per year pursuant to
consulting agreements.
4) Does not include $6,800, $5,000 and $5,000 paid to Mr. Armijo's insurance
agency by the insurance carrier as commissions from policies owned by the
Company during 1996, 1997 and 1998, respectively.
5) Mr.Leroy Chavez and Mr. Brent 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.
There were no options issued or outstanding at any time during the fiscal
year relating to the purchase of shares of any Class of the Company's securities
by members of the Board of Directors.
The Company has no long term compensation arrangements with its directors
other than those discussed herein.
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 1998.
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 have also contributed up
to 4% of their earned wages. This plan was abandoned in January of 1997. The
Company made monthly contributions to the plan whereby $30,801 was paid in
fiscal 1997 and $53,233 was paid in fiscal 1996. No payments to this plan were
made during fiscal 1998.
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 and 1998 $43,474 and $89,023,
respectively, were contributed by the Company pursuant to the '97 Plan.
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.Brent 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.
PROPOSED AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION
In a continuing effort to review the Company's Articles of Incorporation
and to propose amendments which management believes will benefit the Company and
its shareholders, Management is proposing the following amendments to the
Company's Articles of Incorporation:
1. Amendment to the Articles of Incorporation to add a new Article VII
At the time the Company was incorporated in 1967, the New Mexico Business
Corporation Act required that not less than the affirmative vote of 2/3 of
all issued and outstanding voting shares be voted to approve all amendments
to the Company's Articles of Incorporation. The Company's Articles of
Incorporation did not incorporate that requirement because it was the law
at the time. In 1982, the law was amended to reduce the required vote to a
simple majority of all of the issued and outstanding voting shares. The
Company has been furnished a legal opinion that for the Company to take
advantage of the change in the law its shareholders must vote in favor of
an amendment to its Articles of Incorporation specifically authorizing that
change. Management believes that it is in the best interest of the Company
that its Articles of Incorporation are consistent with current law and for
greater ease of management of the corporation's affairs by its
shareholders. For that reason, Management recommends that you vote for
adoption of a simple majority as a requirement to amend this Company's
Articles of Incorporation. To accomplish this amendment, it is proposed
that the Company's Articles of Incorporation be amended to add a new
Article thereto which will state:
"Article VII
The vote required to amend these Articles of Incorporation shall be a
simple majority of all shares entitled to notice of and to vote at any
meeting of shareholders whereat any amendment to these Articles is
proposed."
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.
2. Amendment of Article IV of the 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 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, which at the present time is not a realistic
value. This provision was included in the Company's Articles at the time of
incorporation of the Company in 1967, related to an additional distribution
of shares to those people who were shareholders at that time and there is
no good reason for issuing the shares at the present time. It 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.
3. Amendment of Article II of the Articles of Incorporation
The shareholders are being asked to consider and to vote upon an amendment
to Article II of the Company's Articles of Incorporation. Article II, as it
now exists, limits the duration of the Company's existence to 100 years.
Because that provision was a part of the initial provisions of
incorporation of the Company, unless the Article is amended, the Company
will cease to exist in approximately 70 more years. Management believes
that a 100 year life for the Company is not realistic and is asking the
Company's shareholders to amend this Article to provide that the Company's
existence shall last in perpetuity. For that reason, it is proposed that
Article II be deleted in its entirety and that in its place be inserted the
following:
"Article II
The period of this corporation's existence shall be perpetual."
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.
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 audit of the
Company's Financial Statements included in the 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 1999, must be
received by the Company no later than June 30, 1999. 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, September 25, 1998
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, 1998, 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 25, 1998. 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 8.00 a.m., November 13, 1998, in the Rio Grande Ballroom of the Sheraton
Old Town, 800 Rio Grande Blvd., NW, Albuquerque, New Mexico.
THIS PROXY IS SOLICITED BY MANAGEMENT. MANAGEMENT RECOMMENDS THAT YOU VOTE "YES"
FOR THE ELECTION OF EACH MANAGEMENT CANDIDATE AND FOR EACH PROPOSED AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION.
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 September 25, 1998, at the 1998 Annual Meeting of
Shareholders and at any postponement(s) or adjournment(s) thereof, for the
purposes stated below.
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, FOR THE AMENDMENTS TO THE ARTICLES
OF INCORPORATION AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES HEREIN ON
ANY OTHER MATTER BROUGHT BEFORE THE MEETING.
ELECTION OF CLASS B DIRECTORS:
[_] VOTE MY STOCK FOR: 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 Nominee's name.
TO AMEND THE ARTICLES OF INCORPORATION TO ADD A NEW ARTICLE PROVIDING THAT THIS
CORPORATION'S ARTICLES OF INCORPORATION MAY BE AMENDED BY A SIMPLE MAJORITY OF
ALL SHARES AUTHORIZED TO VOTE ON QUESTIONS OF AMENDMENTS OF ARTICLES.
[__] FOR [__] AGAINST [__] ABSTAIN
TO AMEND ARTICLE IV OF THE ARTICLES OF INCORPORATION TO ELIMINATE THEREFROM THE
AUTHORITY TO ISSUE CLASS A STOCK.
[__] FOR [__] AGAINST [__] ABSTAIN
TO AMEND ARTICLE II OF THE ARTICLES OF INCORPORATION TO PROVIDE THAT THE PERIOD
OF EXISTENCE FOR THIS CORPORATION SHALL BE IN PERPETUITY.
[__] FOR [__] AGAINST [__] ABSTAIN
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 _________________________________, 1998
__________________________________________
Signature of co-owner (if applicable)
DATE _________________________________, 1998
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.
