SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12
WESTLAND DEVELOPMENT CO., INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant) payment
of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A. Paid by electronic transfer.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: .........................
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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 23, 1999
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC. ( the
"Company") will be held on November 23, 1999, 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, 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 October 8, 1999, 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, October 8, 1999
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 23, 1999, 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
8, 1999, 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 October 8, 1999, 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 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 except for
Amendment to the Articles of Incorporation must also 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 a majority of all of the Company's issued
and outstanding No Par Value Stock and Class B Stock, or an aggregate of
401,355 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.
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 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 G. Castillo and Carmel Chavez to serve the
Company as its Class C Directors. Each of them is a current Class C 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. 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 C Directors: Terms will expire in 2002
David C. Armijo, age 82, has been a Director since 1976 and Secretary and
Treasurer since 1989. Mr. Armijo 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. Mr. Armijo holds A&E Licenses as well
as Air Craft Radio Telephone License.
Josie G. Castillo, age 67, 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 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 80, 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.
BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS.
Continuing Class A Directors: Terms Expire in 2000.
Barbara Page, age 65, 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 is a member of the Albuquerque Economic Forum, is a member
of National Association of Industrial and Office Properties, is on the board of
Albuquerque Economic Development Inc., is also a member of the Albuquerque
Chamber of Commerce, the Albuquerque West Side Association and the Albuquerque
Hispano Chamber of Commerce.
Polecarpio (Lee) Anaya, age 68, has been a Director, the Company's Executive
Vice President and Assistant Secretary/Treasurer. Mr Anaya has served as
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 48, has been a Director since 1996. He is a member of the
board of directors of El Campo Santo, Inc., and a member of the Company's
Disclaimer Committee. 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 B Directors: Terms Expire in 2001
Sosimo Sanchez Padilla, age 69, 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 13 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; 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. 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 62, has served as a Director since 1995. He is a 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. Mr. Chavez was employed for 20 years by Kimbell Co., OBA
Foodway, as Manager Director of store operations. Mr. Chavez served in the Naval
Reserve as as Front Line Operations, Hydraulics Structural-Line Trouble Shooter.
Carlos Saavedra, age 73, has served as a Director since 1989. Dr. Saavedra is
the Chairman 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 School 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.
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 C. Armijo is the Secretary/Treasurer for the
Company. Other officers of the Company are the following people:
Leroy J. Chavez, age 38, 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 39, 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 October 8, 1999, will be entitled to vote at the Annual Meeting and
at any adjournment thereof. On October 8, 1999, 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 15, 1999, 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
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 250 * 200 *
3901 Donald Rd., S.W.
Albuquerque, N.M. 87105
Carlos Saavedra 525 * * *
220 Tohatchi, N.W.
Albuquerque, N.M. 87104
CLASS "C" DIRECTORS (1)
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) * * * *
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Brent Lesley (3) * * * *
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Directors and Officers
as a group (11 people) 9,794(1-3) 1.3 (1-3) 55,400 64.35
_____________
1) Each of the current Class C 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 8.12% of all such shares that might be voted at
the Annual Meeting of Shareholders.
Beneficial Ownership Reporting Requirements.
Dr. Carlos Saavedra failed to timely file a Form 4 relating to his
acquisition of nine shares of the Company's No Par Common Stock. The report was
subsequently filed by Dr. Saavedra.
The Executive Officers and the Directors of the Company are:
Name Position Age
Sosimo S. Padilla Chairman of the Board of Directors 69
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 65
Officer President and Director
since July 25, 1989
Polecarpio (Lee) Anaya Executive Vice President and Director 68
since July 25, 1989
David C. Armijo Secretary and Treasurer since 82
July, 25, 1989, Director since 1976.
Josie G. Castillo Director since 1984 67
Carmel Chavez Director since 1967 80
Joe S. Chavez Director since 1995 62
Charles V. Pena Director Since 1996 48
Carlos Saavedra Director since 1989 73
Leroy J. Chavez Vice President of Development 38
Brent Lesley Vice President of Marketing 39
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 12
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, 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, 1999, 1998 and 1997 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
(e)
(a) (b) (c) (d) Other
Name and Annual
Principal Salary Bonus Compensation
Position Year ($) ($)(1) ($)
Barbara Page (2) 1999 138,555(6) --- ---
President, CEO and Director 1998 110,000 50,000 13,964
1997 110,000 --- 19,934
Polecarpio (Lee) Anaya (2)(3) 1999 --- --- 47,764
Executive Vice President 1998 --- 15,000 48,645
and Director 1997 --- --- 47,734
Sosimo S. Padilla(2)(3) 1999 --- --- 47,764
Chairman of the Board 1998 --- 15,000 48,645
of Directors 1997 --- --- 47,734
David C. Armijo(2)(4) 1999 --- --- 18,876
Secretary and Director 1998 --- 5,000 18,064
1997 --- --- 19,034
Leroy Chavez(5) 1999 57,263 18,952(7)
Vice President 1998 61,925 6,000
1997 61,097 4,000
Brent Lesley (5) 1999 63,025(6) 18,952(7)
Vice President 1998 54,750 6,000
1997 53,634 4,000
___________________
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 $5,000 per year paid to Mr. Armijo's insurance agency by
the insurance carrier as commissions from policies owned by the Company
during 1997, 1998 and 1999.
5) 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.
6) Includes accrued vacation benefits paid in June, 1999.
7) Includes bonuses earned in fiscal 1998 and 1999.
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. During fiscal 1999,
Ms. Page's salary was $110.000 and she was also paid $28,500 for unused
accumulated vacation time. 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.
Westland's Vice Presidents, Mr. Chavez and Mr. Lesley also have one year
agreements with the Company providing that if they are involuntarily terminated
each of them will be paid an amount equal to one years salary.
Certain Transactions with Members of Management and Directors:
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 1999.
During both fiscal 1995 and 1998, the Company purchased certain lands in
which Ms. Page owned an interest. During fiscal 1995, the Company purchased a
property for an aggregate purchase price of $310,669, of which Ms. Page received
$43,310. During fiscal 1998, the Company purchased a property for an aggregate
purchase price of $361,145, of which Ms. Page received $82,594. The Board of
Directors approved the purchases of land and determined that the prices paid for
the properties were competitive in the City of Albuquerque for similar lands.
During fiscal 1998 and 1999, the Company compensated Dr. Carlos Saavedra
for lobbying before the New Mexico Legislature on behalf of the Company. The
total compensation to Dr. Saavedra for this work was $4,000 in 1998 and $9,250
in 1999.
During the fiscal year Ms. Page purchased three developed lots from the
Company for approximately $17,500 per lot. A developer purchased similar lots
from the Company at approximately the same time for approximately $20,500.
Subsequently, Ms. Page paid an additional $9,000 to the Company assuring that
the purchase price she paid for her lots was consistent with the price being
paid by others for similar lots.
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.
During the year ended June 30, 1999, the Board of Directors approved a
protection against takeover measures whereby a threat of change of three or more
directors in any one year would result in directors threatened with replacement
being granted an immediate Class B stock bonus of 5,000 shares if in office as a
director ten years or more, and 2,500 shares of Class B stock if in office as a
director for less than ten years. The maximum number of shares which could be
issued under this agreement at June 30, 1999 is 40,000 shares.
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.
Effective January 1, 1997, the Company established a Money Purchase Profit
Sharing Deferred Compensation Plan (the "97 Plan") and abandoned the SEP-IRA
plan which it had established in 1991. No payments were made to abandoned plan
after fiscal 1977. Under the '97 Plan, the Company contributes up to 15% of the
aggregate earnings of participating employees. During fiscal 1997, 1998 and
1999, $43,474, $89,023 and $121,197, respectively, were contributed by the
Company pursuant to the '97 Plan.
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.
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 2000, must be
received by the Company no later than June 30, 2000. 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, October 8, 1999
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, 1999, 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 OCTOBER 8, 1999. 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 SHAREHOLDERS OF WESTLAND DEVELOPMENT
CO., INC. to be held on November 23, 1999, at the Sheraton Old Town, in the Rio
Grande Ballroom, 800 Rio Grande Blvd., N.W., Albuquerque, New Mexico at 8:00
a.m.
This Proxy is solicited by Management. Management recommends that you vote "YES"
for the election of each Management Candidate.
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES, Sosimo S. Padilla, Barbara Page, and
Polecarpio (Lee) Anaya, and each of them, each with the power to appoint his or
her substitute, and hereby authorize them to represent and to vote, as
designated below, all of the stock of Westland Development Co., Inc. owned of
record by the undersigned on October 8, 1999, at the 1999 Annual Meeting of
Shareholders to be held on November 23, 1999, and at any postponement(s) or
adjournment(s) thereof, for the election of three Class C Directors and to vote
upon any other matters which may properly come before the Meeting, subject to
any directions in this proxy.
THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY ME FOR ANY PURPOSE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF DAVID C. ARMIJO, JOSIE G. CASTILLO AND CARMEL CHAVEZ
AS THE COMPANY'S CLASS C DIRECTORS AND IN THE DISCRETION OF THE PERSONS NAMED AS
PROXIES HEREIN ON ANY OTHER MATTER BROUGHT BEFORE THE MEETING.
1. ELECTION OF DIRECTORS
[__} VOTE MY STOCK FOR THE FOLLOWING THREE NOMINEES: DAVID C. ARMIJO - JOSIE G.
CASTILLO - CARMEL CHAVEZ
[__] WITHHOLD AUTHORITY TO VOTE FOR ALL CANDIDATES LISTED ABOVE.
INSTRUCTIONS: If you do not want your stock voted for any individual listed
above, line through that Nominees name.
2. OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
If any other matters are properly brought before the Meeting (or any
adjournments of the Meeting) in their discretion, the persons named as Proxies
or their substitutes are authorized to vote upon such other matters in their
discretion.
[__] GRANTED
[__] WITHHELD
Sign below as your name appears on the label. If there is no label, sign your
name as you normally sign your name and date your proxy.
__________________________________________
Signature
DATE _________________________________, 1999
__________________________________________
Signature of co-owner (if applicable)
DATE _________________________________, 1999
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.
