UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
Commission File Number: 0-7775
WESTLAND DEVELOPMENT CO., INC.
------------------------------
(Exact name of Westland as specified in its charter)
New Mexico 85-0165021
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or other organization) Identification No.)
401 Coors Boulevard, N.W., Albuquerque, New Mexico, 87121
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Westland's telephone number, including area code: 505-831-9600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
No Par Value Common Stock
-------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that Westland was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Westland's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $7,355,024.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
On September 1, 2000, there were 705,290 No Par Value Common shares and 30,700
Class B shares owned by non-affiliates. The stock was sold on September 1, 2000
for $22 per share. Thus the aggregate market value of the voting stock held by
non-affiliates was $16,191,780.
The number of shares outstanding of each of Westland's classes of common stock,
as of September 1, 2000, was:
No Par Value Common: 715,293 shares.
Class B $1.00 Par Value: 86,100 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
1) Proxy statement and Proxy for Annual Meeting of Shareholders for the year
ended June 30, 2000. 2) Annual Report to shareholders for the year ended June
30, 2000.
<PAGE>
PART I
ITEM 1: DESCRIPTION OF BUSINESS
I. General Development of Business.
-----------------------------------
Westland Development Co., Inc., a New Mexico for-profit corporation
("Westland"), is the successor to a community land grant corporation named Town
of Atrisco, which itself was a successor to a Spanish community land grant named
the Atrisco Land Grant. Information concerning the historical background of
these predecessor organizations and the conversion in 1967 from a community land
grant corporation into a business corporation can be found in Westland's Form 10
and its Form 10-K for the fiscal year ended June 30, 1974. With limited
exceptions, only lineal descendants of the incorporators of the Town of Atrisco
may own shares of Westland's Common Stock.
Westland's executive offices are located in its own building at 401 Coors
Boulevard, N.W., Albuquerque, New Mexico, 87121, telephone (505) 831-9600, on
land which was originally part of the Atrisco Land Grant.
Westland is the owner of approximately 59,000 acres of land located on the west
side of Albuquerque, New Mexico. Most of its property is held for long term
investment and is leased for cattle grazing. Westland derives revenues through
commercial and land leases, partnerships formed for various development
projects, lot development sales and sales and bulk land sales to other land
developers.
In 1998 the City of Albuquerque and the County of Bernalillo finalized the
approval of a master plan for development of 6,400 acres of Westland's land. For
Westland to begin developing or selling land within this planned area,
Albuquerque must make available the required utilities. The City and Westland
have reached a pre-annexation agreement through which the City will annex the
initial 1,665 acres and Westland is to furnish sewer and water utilities to the
initial 1,665 acres . The lands within the master plan area have been segregated
by Westland for development.
As previously stated, for Westland to be able to develop the Master Plan area it
must make provision for utilities that do not presently exist on any of the
Master Planned lands. Westland has agreed that it will bear the initial cost of
the major water and sewer infrastructure to the initial 1,665 acres, which are
now estimated to be as much as $10,000,000. An additional $5,000,000 to
$10,000,000 will also be required for standard development costs. When
completed, Westland will convey the utilities to the City. Although Westland
must advance the cost of the utilities, it will recover those costs through a
"hook-up" fee that will be charged to each lot sold in the annexed area.
Depending upon the growth of development in this area, it may take 15 or more
years for Westland to recover these costs.
Westland is currently soliciting financing for the construction of the initial
phase of the Master Plan infrastructure. Although no commitments have yet been
received, Management believes that Westland will obtain the required financing
and begin construction of improvements within the next fiscal year.
Management remains committed to begin the construction of residential,
industrial and commercial developments for lease or sale. Westland's long term
business philosophy is to enhance the value of Westland's land through careful
planning and development, while retaining ownership of a major portion of the
land in perpetuity and simultaneously increasing the value of Westland's stock
and to provide dividends for its shareholders, when consistent with Westland's
need for a sufficient cash flow to meet current operating expenses.
II. Status of Westland's Business.
-----------------------------------
Over the past 20 years, Westland developed six master plans and sold all of the
acreage included in them. Those master plans are identified as Atrisco Urban
Center and El Rancho Atrisco, Phases I through V. These lands, except for the
Phase V master plan which was abandoned due the introduction of the Petroglyph
National Monument, have now been substantially developed and sold. As discussed
above, the new Master Plan encompasses approximately 6,400 acres in an area
located north of I-40, between Unser and Paseo del Volcan. Initial utility
development of Phase I of the Master Planned area should begin in the next
fiscal year, depending upon available funding.
A. Oil and Gas and Grazing Leases.
----------------------------------
Approximately 57,000 acres of Westland's land is not planned for development and
55,139 acres are leased to non-affiliated people for cattle grazing. The leases
provided revenue of approximately $22,000 in fiscal 2000. Because of the extreme
drought in the area, Westland has granted rent abatements to the tenant in both
of the last two fiscal years.
On June 6, 2000, Westland granted an oil and gas lease on approximately 6,365
acres to an exploration corporation. The lessee paid Westland a rental bonus of
$9,547 in consideration of the lease. Management is not aware of any drilling or
other activities having been conducted on the property by the lessee during
since the date of the lease.
Westland also owns and leases certain commercial buildings at an aggregate
annual rental of $840,000 (See "Revenue Producing Properties).
B. Development Properties.
--------------------------
As of June 30, 2000, Westland continued to own approximately 175 acres of
developed and unsold land. The effort of Westland and its staff is being devoted
to the implementation of the new Master Plan at the earliest possible date. A
summary of Westland Master Plan is as follows:
C. Westland Master Plan.
------------------------
Westland's new Master Plan covers approximately 6,400 acres located north of
Interstate 40 and south of the area designated for the Petroglyph National
Monument, west of Unser Boulevard. Westland and the City of Albuquerque have
agreed on the conditions through which the City will annex the first 1,665 acres
in the Master Plan area and Westland will begin introducing water and sewer
utilities to the portions of land that will be initially developed. As discussed
above, Westland has agreed to pay the cost of water and sewer utilities to the
land with its costs being recovered over time through hook-up fees. Westland
anticipates paying the costs incurred to furnish these utilities through a
combination of borrowing and use of portions of its income. In addition, any
water rights now owned or subsequently acquired by Westland in the 6,400 acres
of the master planned area must be assigned to the City for only the 1,665 acres
of the master planned area to which the City supplies water and sewer service.
It is anticipated that there are no insurmountable obstacles remaining,
including acquiring the necessary financing, to begin of the implementation of
the Master Plan. Management expects that the first sale of lands in the master
planned area will occur in the next fiscal year, barring unforeseen delays.
D. Other Projects.
------------------
1. Volcano Business Park.
Volcano Business Park consists of approximately 22 acres zoned for industrial
park uses, which were platted and developed into 14 lots. Westland, through a
partnership arrangement owns 50% of a 172-unit self-storage facility on
approximately 1.7 acres of this property. As of August 1, 2000, the facility was
substantially occupied. During the year, the facility was expanded storage of
motor vehicles and boats.
2. Project Development.
(a) North Tract
The Company is currently preparing marketing information and considering
financial options and the optimum timing for initiating development,
marketing, and sales of land in the Sector Plan area. The Company has
undertaken the subdivision planning, design and approval process for 290
single-family lots in a six-phase project presently called the Painted Sky
Subdivision. The Company and Mesa Golf of Dallas, Texas, recently obtained
approval for a 27 hole golf course community located on 500 acres
adjoining the Petroglyph National Monument within the Sector Plan area
from the City of Albuquerque's Environmental Planning Commission.
Unfortunately the City's approval was appealed by Mr. Jaime Chavez "on
behalf of concerned Atrisco Land Grant heirs" in the name of Water
Information Network. The appeal may delay the golf course project, and
possibly the Sector Plan area's development, increase expenses for the
Company, and damage the Company's reputation.
The Company is also developing three additional subdivisions in an area
west of Unser Blvd. And North of I-40 east of the Master planned area.
Sales of lots in one or more of these three newly developing areas are
anticipated to begin during the current fiscal year.
(b) South Tract
During fiscal 2000 the Company sold 100 acres of land located near the
proposed extension of Rio Bravo Blvd. to a manufactured housing community
developer. In addition, during fiscal year 2000 Bernalillo County
commenced construction of the connection of Rio Bravo Blvd. from Coors
S.W. to Paseo del Volcan S.W. Completion of the connection of Rio Bravo
from Coors to Paseo del Volcan is anticipated by the end of calendar year
2000.
3. Recreation Complex
Westland previously reported that in 1994 it entered into a lease/option
arrangement related to approximately 100 acres located north of I-40 on Paseo
del Volcan. Westland took possession and ownership of the facility in 1997 as a
result of default in the terms of the lease/option. The Park contains a fully
developed recreation and softball complex.
4. Education and Community Projects
Westland has a continuing corporate program of donating land or otherwise
assisting in projects that its management believes have a long term beneficial
effect to the development and furtherance of the educational and health of the
community and citizens. As previously reported, Westland has donated lands for
the purpose of building schools, churches, and health care facilities. During
fiscal 1999, Westland donated approximately fifty acres to YES Housing, Inc., a
nonprofit corporation, for the purpose of construction of a facility devoted to
the housing and employment of mentally ill citizens. During fiscal 2000,
Westland received no requests for assistance through the grant of land.
Management will continue to review all requests of a similar nature to determine
the merits, on a case by case basis, of future requests for similar donations.
5. Land Sales
Westland has, in the last year, completed 28 transactions totaling approximately
235 acres.
6. Reinvestment Properties
As part of Westland's plans to defer the tax burden arising from the sale of its
lands to the National Park Service under threat of condemnation for inclusion in
the Petroglyph National Monument, it reinvested the sale proceeds in the
properties discussed below and two vacant land parcels. As a result of these
purchases, Westland believes that it has deferred payment of taxes on the sales
of land to the National Park Service.
The Commercial properties are the following:
a) A commercial building at Coors Boulevard and Sequoia Road in Albuquerque at a
cost of $2,630,000, $1,729,442 of which is subject to a Mortgage upon which
Westland must pay monthly payments of $17,970. This building has been leased to
Walgreen Co. for 20 years at a fixed rent of $19,173 per month plus additional
rent based upon a formula of gross sales up to a maximum rent of $460,161 in any
one year.
b) A commercial building in Albuquerque's Midway Industrial Park at a cost of
$1,074,000, $693,358 of which is subject to a Mortgage upon which Westland must
make monthly payments of $6,893. This building has been leased to Circuit City
Stores for a term of 10 years at an escalating rental beginning at $4.25 per
square foot the first year and increasing in stages to $5.55 per square foot in
the tenth year. The lessee has also been granted the right to extend the lease
for two additional 5 year terms at escalating rental rates during each of the
years of any extended term. The current rent is $9,804 per month.
c) A commercial building located at Coors Boulevard and Central Avenue at a cost
of $3,593,000, which is subject to a mortgage of $2,613,731 requiring payments
of $24,682 per month. The building has been leased to Walgreen Co. on a minimum
20 year lease at a fixed rent of $26,122 per month plus a percentage of gross
sales, with the maximum annual rent being capped at $626,922. Walgreen Co. may
continue the term of the lease for an additional 40 years.
d) A commercial building located at the SE corner of Eubank and Spain, N.E., at
a cost of approximately $1,331,000, which is subject to a mortgage of $915,820
requiring payments of $9,079 per month. The building has been leased to Marie
Callender Pie Shops, Inc., on a minimum 10-year lease at a fixed rent of
$11,000, plus a Percentage Rent in the amount of 6% of Annual Gross Sales in
excess of $132,000. The tenant has the right to renew the lease for as many as
three 5 year terms.
Current Real Estate Market Conditions
The market conditions for the development and sale of properties in Albuquerque
have slowed but remain positive at the present time. Westland has been able to
sell the residential properties it had available for sale. Management believes
that for the foreseeable future commercial and industrial construction will
continue at a rapid pace while the demand for single family residential
construction will continue at a more moderate pace.
Competition
-----------
Westland's industrial parks - The Atrisco Urban Center, Volcano Business Park
and Ladera Industrial Park compete with other business and industrial parks in
the Albuquerque area, including some that are more established and some that are
located nearer the major population centers of Albuquerque.
Residential subdivisions on Westland's land compete with other areas in the
Albuquerque housing market (essentially Bernalillo County and portions of
Sandoval County and Valencia County), as well as with other subdivisions on the
western side of the City of Albuquerque. A number of large subdivisions to the
north of Westland's land are not fully sold. These include Rio Rancho (about six
miles north of Westland's land), Paradise Hills and Ventana Ranch (about five
miles north of Westland's land), Volcano Cliffs and Taylor Ranch (each about two
to three miles north of Westland's land).
The implementation of certain mandated impact fees may have an as yet
undetermined affect on Westland's ability to sell property in competition with
developers of land located in neighboring counties. (See "Governmental
Regulations")
Employees
---------
As of June 30, 2000, Westland had ten full-time and seven part-time employees.
Westland's president, who is also a director, is a full time employee. Westland
also had contractual relationships with other individuals, including two of
Westland's officers and directors, who provided various services to the Company.
Government Regulations
----------------------
Westland's ability to undertake an active program of development of its land and
management of its rental properties, (whether such development is performed by
Westland itself or by sale of Westland's land to others for development), is
dependent on Westland's ability to comply with laws and regulations of the State
of New Mexico and Bernalillo County, and the City of Albuquerque, applicable to
general environmental protection, land-use planning, annexation, zoning and
subdivisions. Both County and City regulate the subdivision of land and impose
zoning and building permit requirements. The subdivision regulations of both
Bernalillo County and the City of Albuquerque require, as a condition of
approval of proposed subdivisions, that adequate provision be made by the
developer for land use planning, water (both to quantity and quality), liquid
waste disposal, solid waste disposal, sufficient and adequate roads and storm
drain management.
Although the compliance with federal, state, and local provisions relating to
the protection of the environment, including laws regulating subdivisions and
land-use planning and endangered species, has in recent years had no material
effect upon the capital expenditures, earnings and competitive position of
Westland, no assurance can be given that this situation will continue. Requests
relating to drainage, traffic flow and similar matters from the City of
Albuquerque have occasionally delayed the receipt of necessary approvals and
required modification of development proposals. The opening of the Double Eagle
II Municipal Airport by the City of Albuquerque to the north of Westland's Land
on Paseo del Volcan may have an impact on the use of and planning for Westland's
land in the vicinity of the airport as will the creation of the Petroglyph
National Monument, although Management believes both facilities will favorably
impact the Company's lands.
At Westland's request, the City of Albuquerque created Special Assessment
Districts affecting the Atrisco Urban Center and the El Rancho Atrisco areas for
the financing of water, sewer, paving and other street improvements, and levied
assessment liens on them. This has provided a mechanism for financing these
improvements, and SAD's may be available for future development of Westland's
property.
A mandate by the State Legislature for implementation of Impact Fees may result
in Westland's lands being disadvantaged because the fees that surrounding
counties charge may be less than those that will be charged by Albuquerque and
Bernalillo County. Bernalillo County began the assessment of such fees on
January 1, 1996, but Albuquerque has not yet implemented the fees. Westland does
not believe that these fees will fees adversely impact its business in any
material way.
Availability of Water and Municipal Services.
--------------------------------------------
The unavailability of sufficient water has often been a major inhibiting factor
in the land development business in the Southwest. The extent of Westland's
water rights has not been determined, however, Westland has retained the
services of a water law specialist to investigate the existence of any Westland
water rights and to otherwise consult with Westland on matters involving
availability of water. However, lack of ownership of water rights by Westland
would not be an inhibiting factor to the developing of Westland's land if
adequate water were to be made available through the City of Albuquerque and/or
Bernalillo County and/or other water sources or by purchase by Westland or by a
developer that might purchase and develop land. For example, Tierra West Mobile
Home Park sold by Westland near 9-mile hill and the recreation complex leased or
purchased water rights and drilled wells to meet their water needs.
Under present annexation policies of the City of Albuquerque, annexation to the
City of Albuquerque of portions of Westland's land is a requirement by the City
before it will extend water and sewer services within a reasonable period of
time after annexation. However, the cost of water distribution and sewer lines
would have to be borne by the developer, or by subsequent purchasers of the
annexed portions. The City and Westland have now reached the agreement discussed
above relating to provisions for utility services to the Master Plan lands and
annexation by the City.
Most of Westland's land lies outside the municipal limits of the City of
Albuquerque and are not furnished with City water or other City services.
Westland experienced little difficulty in having its other Master Plan area
furnished with services, but the same cannot be assumed for other areas of
Westland's land.
Other Factors Affecting Development of Westland's Land
------------------------------------------------------
Various activist groups, as well as neighborhood organizations occasionally take
actions, which have, to some extent, delayed Westland's plans for the
development of some of its lands. The most recent of these is the appeal by Mr.
Chavez to the EPC of Westland's proposed golf course development. Two activist
groups filed appeals with the City of Albuquerque related to Westland's Master
Plan. However, the Master Plan was upheld with only minor modifications.
ITEM 2: DESCRIPTION OF PROPERTIES
The major physical assets owned by Westland are its land which is owned in fee
simple. The land is mostly comprised of approximately 59,000 acres of
undeveloped land held for long-term investment. Approximately 6,400 acres are
located in Westland's Master Plan area.
Westland also owns the Atrisco Urban Center office building, comprising
approximately 11,097 square feet, 4,166 of which is leased to Bank of America at
a monthly rental of $5,022, while the remainder is used by Westland for its
executive offices. This building is not mortgaged. Westland also owns four
commercial buildings that are leased to others and is a 50% owner of a self
storage facility. See "Item 1. Business - Reinvestment Properties."
Westland's land is crossed by Interstate Highway I-40, the main east-west
thoroughfare through Albuquerque. Access to Westland's land from Interstate 40
is provided by the Coors Boulevard interchange near the eastern edge of
Westland's land, by the Unser Boulevard interchange at the western edge of the
Atrisco Urban Center, by the 98th Street interchange to the west of the Atrisco
Urban Center and by the Paseo del Volcan interchange where I-40, Paseo del
Volcan and Central Avenue meet. Running north from the I-40 interchange, Paseo
del Volcan transverses about 4 1/2 miles of Westland's land to the Double Eagle
II Airport.. Bernalillo County has extended Paseo del Volcan south of the I-40
interchange to the point at which it will intersect with the Rio Bravo extension
to form an inner loop for the City's southwest quadrant and construction has
commenced to link Rio Bravo and Paseo del Volcan.
Westland and other landowners and developers (the Northwest Loop Association)
dedicated land and have paid a portion of the design costs for the Northwest
Loop, which has been approved by the New Mexico State Highway Commission. The
Northwest Loop will extend for approximately 39 miles and will connect I-40 and
1-25, through New Mexico State Highway 44, and will cross the western portion of
Westland's land within the Rio Puerco valley. In 1995 Westland donated 169 acres
for development of the Northwest Loop. Completion of the Northwest Loop is not
expected for 15 to 20 years. Most of Westland's land is remote and not readily
accessible, not serviced by utilities, and Westland believes that the bulk of
its land will not be available for development in the foreseeable future.
A large portion of the undeveloped land is leased for agricultural uses (see
"Item 1. Business" ). The bulk of Westland's undeveloped land is held for long
term investment.
In the opinion of the Company's Management, its developed property is adequately
covered by insurance.
ITEM 3: LEGAL PROCEEDINGS
Other than ordinary routine litigation incidental to the Company's business,
neither the Company nor any member of management is the subject of any pending
or threatened legal proceedings:
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 30, 2000.
PART II
ITEM 5: MARKET FOR WESTLAND'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to the item in
Westland's Annual Report to Shareholders for the year ended June 30, 2000
entitled "Market Price and Dividends on Westland's Common Equity and Related
Stockholder Matters."
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item is incorporated by reference to the item
in Westland's Annual Report to Shareholders for the fiscal year ended June 30,
2000 entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
ITEM 7: FINANCIAL STATEMENTS
The information required by this item is incorporated by reference to the
Financial Statements in Westland's Annual Report to Shareholders for the fiscal
year ended June 30, 2000 which is attached as exhibit 13 to this report.
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with Accountants of the kind
described by Item 304 of Regulation S-B at any time during Westland's two (2)
most recent fiscal years.
PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required by this item is incorporated by reference to the items
in Westland's definitive Proxy Statement for the October 20, 2000, Annual
Meeting of Shareholders entitled "Election of Directors" and "Directors and
Executive Officers". All reports required by Section 16(a) of the Exchange Act
to be filed during the fiscal year were filed.
ITEM 10: EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the item
in Westland's Definitive Proxy Statement for the October 20, 2000, Annual
Meeting of Shareholders entitled "Executive Compensation".
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to the item
in Westland's Definitive Proxy Statement for the October 20, 2000, Annual
Meeting of Shareholders entitled "Voting Securities and Principal Holders
Thereof".
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the item
in Westland's Definitive Proxy Statement for the October 20, 2000, Annual
Meeting of Shareholders entitled "Voting Securities and Principal Holders
Thereof" and "Executive Compensation".
PART IV
ITEM 13: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
1. Financial Statements, incorporated by reference to Westland's Annual Report
to Shareholders for each of the two years ended June 30, 1999 and 2000:
Report of Independent Certified Public Accountants
Balance Sheet
Statements of Earnings
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements
2. Exhibits:
Exhibit
(3) Articles of Incorporation and Bylaws:
(3)(I) Articles of Incorporation filed as an exhibit to Westland's Registration
Statement on Form 10-K on September 28, 1982 and incorporated herein by
reference.
(3)(ii) Restated Bylaws filed as an exhibit with Westland's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1993.
(10) Material Contracts:
(10.1) Consulting Agreement with Sosimo Padilla, dated December 18, 1992, as
filed with Westland's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1993, and incorporated herein by reference.
(10.2) Consulting Agreement with Polecarpio (Lee) Anaya, dated December 18,
1992, as filed with Westland's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1993, and incorporated herein by reference.
(10.3) Employment Agreement with Barbara Page, dated December 18, 1992, as filed
with Westland's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1993, and incorporated herein by reference.
(10.4)Lease Agreement dated April 25, 1994, between Central Avenue Partners and
Walgreen Co., as filed with Westland's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998, and incorporated herein by reference.
(10.5) Assignment of Lease dated April 20, 1995, from Central Avenue Partners to
Westland, as filed with the' Westland's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1995, and incorporated herein by reference.
(10.6) Lease Agreement dated March 14, 1995, between George Brunacini and
Jeannette Brunacini and Circuit City Stores, Inc., as filed with Westland's
Annual Report on Form 10-KSB for the fiscal year ended June 30, 1995, and
incorporated herein by reference.
(10.7) Assignment of Lease dated June 28, 1995, from George Brunacini and
Jeannette Brunacini to Westland, as filed with Westland's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1995, and incorporated herein by
reference.
(10.8) Lease Agreement dated March 19, 1996, between C.A.P. II, a New Mexico
general partnership, and Walgreen Co., as filed with Westland's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1996, and incorporated herein by
reference. (10.9) Assignment of Lease dated June 21, 1996, from C.A.P. II, a New
Mexico general partnership, to Westland, as filed with Westland's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1996, and incorporated herein
by reference.
(10.10) Lease Agreement dated June 29, 1999, between Marie Callender Restaurant
and Pie Shop, a California corporation, as filed with Westland's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1999.
(11) Statement regarding computation of per share earnings is incorporated by
reference to Note A(9) to the Financial Statements incorporated herein by
reference to Westland's Annual Report to Shareholders for the Fiscal year ended
June 30, 2000.
Annual Report to Shareholders for the Fiscal year ended June 30, 2000.
Subsidiaries of Westland:
Westland has the following subsidiaries:
Name State of Incorporation
El Campo Santo, Inc New Mexico - non-profit
Westland Community Services, Inc New Mexico - non-profit
All other exhibits required by Item 601 of Regulation S-B are inapplicable to
this filing.
(b) Reports on Form 8-K:
During the last quarter of the period covered by this report, Westland filed no
reports on Form 8-K:
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, Westland caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
WESTLAND DEVELOPMENT CO., INC.
By: Barbara Page
-----------------------
Barbara Page, President, Chief Executive Officer, Chief Financial Officer
and Director
Date: September 6, 2000
In accordance with the Exchange Act, this report has been signed below by
thefollowing persons in behalf of Westland and in the capacities and on the
dates indicated.
By: David C. Armijo
-----------------------
David C. Armijo, Secretary-Treasurer and Principal Financial Officer
Date: September 6, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons in behalf of Westland and in capacities and on the dates
indicated.
By: David C. Armijo
----------------------
David C. Armijo, Director
Date: September 6, 2000
By: Lee Anaya
----------------------
Polecarpio (Lee) Anaya, Executive Vice President and Director
Date: September 6, 2000
By: Sosimo S. Padilla
----------------------
Sosimo S. Padilla, Director and Chairman of the Board
Date: September 6, 2000
By: Josie G. Castillo
----------------------
Josie G. Castillo, Director
Date: September 6, 2000
By: Carmel T. Chavez
----------------------
Carmel T. Chavez, Director
Date: September 6, 2000
By: Joe S. Chavez
----------------------
Joe S. Chavez, Director
Date: September 6, 2000
By: Charles V. Pena
----------------------
Charles V. Pena, Director
Date: September 6, 2000
By: Carlos Saavedra
----------------------
Carlos Saavedra, Director
Date: September 6, 2000
By: Barbara Page
----------------------
Barbara Page, Director
Date: September 6, 2000
<PAGE>
