New Mexico and Arizona Land Company
2810 North Third Street, Phoenix, Arizona 85004
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held November 18, 1994
Record Date: October 14,1994
TO OUR SHAREHOLDERS:
A Special Meeting of Shareholders of New Mexico and Arizona Land
Company, an Arizona corporation (the "Company"), has been called by
the Board of Directors of the Company and will be held on Friday,
November 18, 1994, at 9:00 a.m., at Hilton Suites, 10 East Thomas
Road, Phoenix, Arizona, for the following purposes:
1. To approve an amendment to the Company's Articles of
Incorporation that will permit the Board of Directors of the
Company to authorize the issuance by the Company of up to
10,000,000 shares of serial preferred stock, no par value per
share.
2. To transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.
Only shareholders of record at the close of business on October 14,
1994 are entitled to notice of and to vote at the meeting.
We cordially invite you to attend the meeting in person. Whether
you attend or not, however, it is important that you to complete
and return the enclosed proxy card promptly in the enclosed
postage-prepaid envelope. Any shareholder attending the meeting
may vote in person even if he or she previously has returned a
proxy.
Sincerely,
Michael Kelley
Secretary
Phoenix, Arizona
October 28, 1994
New Mexico and Arizona Land Company
PROXY STATEMENT
_________________________________________________________________
VOTING AND OTHER MATTERS
_________________________________________________________________
GENERAL.
The enclosed proxy is solicited on behalf of New Mexico and Arizona
Land Company, an Arizona corporation (the "Company"), by the
Company's board of directors (the "Board of Directors") for use at
a Special Meeting of Shareholders of the Company to be held Friday,
November 18, 1994, at 9:00 a.m., (the "Meeting"), or at any
adjournment or adjournments thereof, for the purposes set forth in
this proxy statement and in the accompanying Notice of Special
Meeting of Shareholders. The Meeting will be held at Hilton
Suites, 10 East Thomas Road, Phoenix, Arizona.
These proxy solicitation materials will be mailed on or about
October 28, 1994, to all shareholders entitled to vote at the
Meeting.
The Company's principal executive office is located at 2810 North
Third Street, Phoenix, Arizona 85004.
RECORD DATE.
Shareholders of record at the close of business on October 14, 1994
(the "Record Date") are entitled to notice of and to vote at the
Meeting. On the Record Date, there were issued and outstanding
2,479,853 shares of the Company's Common Stock, no par value per
share (the "Common Stock").
REVOCABILITY OF PROXIES.
Any person giving a proxy may revoke the proxy at any time before
its use by delivering to the Company written notice of revocation
or a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
VOTING SOLICITATION.
The presence, in person or by proxy, of the holders of a majority
of the total number of shares of Common Stock outstanding
constitutes a quorum for the transaction of business at the
Meeting. Each share of common stock outstanding on the Record Date
is entitled to one vote on all matters to be voted upon by the
shareholders at the Meeting. The approval of the proposed
amendment to the Company's Articles of Incorporation requires the
affirmative vote of a majority of the outstanding shares of Common
Stock. The Company believes that Sun NZ L.L.C., which owns
approximately 50.25% of the Company's currently outstanding Common
Stock, will vote in favor of the proposal.
The cost of this solicitation will be borne by the Company. In
addition, the Company may reimburse bankers, brokerage firms and
other persons representing beneficial owners of shares for
reasonable expenses incurred in forwarding proxy solicitation
material to such beneficial owners. Proxies also may be solicited
by certain of the Company's directors and officers, personally or
by telephone or telegram, without additional compensation.
Subsequent to the initial delivery of proxy soliciting materials,
the Company may elect to utilize specially engaged employees or
paid solicitors to conduct proxy solicitations on terms to be
determined at the time of engagement.
_________________________________________________________________
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
___________________________________________________________________
As of the Record Date, there were 2,479,853 shares of Common Stock
of the Company outstanding. The following table sets forth the
beneficial ownership of Common Stock of the Company as of the
Record Date, by (i) each director and executive officer of the
Company, (ii) by all directors and executive officers of the
Company as a group, and (iii) each person known by the Company to
own more than five percent of the outstanding shares of Common
Stock of the Company, which information as to beneficial ownership
is based upon statements furnished to the Company by such persons.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percent of
Beneficial Owner(1) Beneficiallly Owned(2) Common Stock(3)
DIRECTORS AND EXECUTIVE OFFICERS:
<S> <C> <C>
Elizabeth M. Bedewi 7,800 *
Mari P. Berry 100 *
Sherman O. Kasper 200 *
W. Michael Kelley 6,031 *
Richard E. Leonard 42,100 1.7
John C. Lucking 2,000 *
William A. Pope 2,492,350(4) 66.9
Arnold L. Putterman 26,287(5) 1.1
Stephen E. Renneckar 100 *
Joe D. Sphar 9,905 *
Ronald E. Strasburger 300 *
Robert Wertheim 1,115 *
Richard A. Wessman 100 *
All directors and executive
officers as a group
(13 persons) 2,588,388 69.5
OTHER 5% SHAREHOLDERS:
Dimensional Fund Advisors,
Inc. 126,599(6) 5.1
Sun NMA, Inc. 2,492,350(7) 66.9
Sun NZ L.L.C. 2,492,350(8) 66.9
*Less than 1% of outstanding shares of Common Stock.
<FN>
FOOTNOTES:
<F1> Unless otherwise indicated, each of such persons may be
reached through the Company at 2810 North Third Street,
Phoenix, Arizona 85004.
<F2> The number of shares shown in the table, including the notes
thereto, have been rounded to the nearest whole share.
Includes, when applicable, shares owned of record by such
person's minor children and spouse and by other related
individuals and entities over whose shares of Common Stock
such person has custody, voting control or power of
disposition. Also includes shares of Common Stock that the
identified person had the right to acquire within 60 days of
October 14, 1994 by the exercise of stock options.
<F3> The percentages shown include the shares of Common Stock which
the person will have the right to acquire within 60 days of
October 14, 1994. In calculating the percentage of ownership,
all shares of Common Stock which the identified person will
have the right to acquire within 60 days of October 14, 1994
upon the exercise of stock options are deemed to be
outstanding for the purpose of computing the percentage of
shares of Common Stock owned by such person, but are not
deemed to be outstanding for the purpose of computing the
percentage of the shares of Common Stock owned by any other
person.
<F4> Mr. Pope, as President of Sun NMA, Inc., may be deemed to have
shared voting and dispositive power with respect to the
securities owned by Sun NMA, Inc. and Sun NZ L.L.C. See
footnotes 7 and 8. Mr. Pope disclaims actual beneficial
ownership of such securities, except to the extent of his
applicable prorata ownership, if any, of Sun NMA, Inc. and Sun
NZ L.L.C. Mr. Pope's address is c/o SunChase Holdings, Inc.,
2525 East Camelback Road, Phoenix, Arizona 85016.
<F5> Mr. Putterman may be deemed to own beneficially an additional
89,990 shares of Common Stock held by relatives of Mr.
Putterman; Somers Manor Nursing Home, Inc. where Mr. Putterman
is an officer of the corporation; and a client of Mr.
Putterman. Mr. Putterman disclaims beneficial ownership of
such shares.
<F6> The address of Dimensional Fund Advisors, Inc. is 1299 Ocean
Avenue, Suite 650, Santa Monica, California 90401.
<F7> Sun NMA, Inc., as Managing Member of Sun NZ L.L.C., may be
deemed to have shared voting and dispositive power with
respect to the securities owned by Sun NZ L.L.C. See footnote
8. Sun NMA, Inc. disclaims actual beneficial ownership of
such securities, except to the extent of its applicable
prorata ownership of Sun NZ L.L.C. The address of Sun NMA,
Inc. is c/o SunChase Holdings, Inc., 2525 East Camelback Road,
Phoenix, Arizona 85016.
<F8> Represents 1,246,175 shares of Common Stock and an option to
acquire up to 1,246,175 shares for a period of eighteen months
from April 28, 1994. On April 28, 1994, Sun NZ L.L.C.
acquired 1,246,175 shares of Common Stock, representing 50.25%
of outstanding Common Stock of the Company, for a purchase
price of $9,100,000 (approximately $7.30 per share) from
Burlington Resources, Inc. On April 28, 1994, Sun NZ L.L.C.
also acquired from the Company, for a purchase price of
$5,000, the above-referenced option to acquire 1,246,175
shares of Common Stock. The option grant was approved by the
Company's shareholders on June 27, 1994. The source of funds
used by Sun NZ L.L.C. for these acquisitions was working
capital. The address of Sun NZ L.L.C. is 2525 E. Camelback
Road, Suite 888, Phoenix, Arizona 85016.
</FN>
</TABLE>
Other than options granted under the Company's Restricted Stock
Plan and the option to purchase up to 1,246,175 shares of Common
Stock granted to Sun NZ L.L.C., there are no outstanding warrants,
options or rights to purchase any shares of Common Stock of the
Company, and no outstanding securities convertible into Common
Stock of the Company.
_________________________________________________________________
Agenda Item No. 1
Proposed Amendment to Articles of Incorporation
To Authorize Serial Preferred Stock
_________________________________________________________________
The shareholders of the Company are being requested to approve a
proposal to amend Article Third of the Company's Articles of
Incorporation that would permit the Board of Directors to authorize
the issuance by the Company of up to 10,000,000 shares of serial
preferred stock without further shareholder approval. The text of
Article Third, as it is proposed to be amended, is set forth in
full in this Proxy Statement as Exhibit A.
The Company currently is authorized to issue 30,000,000 shares of
Common Stock, of which 2,479,853 shares were outstanding on the
Record Date and 1,246,175 authorized but unissued shares were
subject to an outstanding stock option issued to Sun NZ L.L.C., the
Company's majority shareholder. The amendment would permit the
Board of Directors to authorize the issuance by the Company of up
to 10,000,000 shares of serial preferred stock, no par value per
share, with such serial preferred stock having such designations,
preferences, privileges, voting powers, and other rights as may be
determined by the Board of Directors. No further shareholder
approval would be required for authorization and issuance of such
serial preferred stock unless otherwise required by applicable laws
or regulations or by the rules of the American Stock Exchange.
The Company believes that the ability to issue serial preferred
stock could represent an important factor in its ability to
increase its capital resources, to acquire new assets, and to
enhance profitability and stockholders' value. In this regard,
shares of any newly authorized series of preferred stock could be
issued in connection with financings, acquisitions, or other
transactions. There are no current agreements or understandings
for acquisitions and no current plans for authorization or issuance
of any serial preferred stock.
The Board of Directors will have broad discretion with respect to
designating and establishing the terms of each series of preferred
stock prior to its issuance. In deciding whether to issue serial
preferred stock, the Board of Directors will carefully consider the
terms of such preferred stock and the effect such an issuance may
have on the operating results of the Company and the holders of the
Common Stock.
Depending on the terms set by the Board of Directors, the
authorization and issuance of serial preferred stock could
adversely affect existing shareholders. These effects could
include, for example, dilution of book value, restrictions on
dividends on Common Stock, restrictions on dividends for other
corporate purposes and preferences to holders of serial preferred
stock in the distribution of the assets of the Company upon
liquidation. Provisions also could include restrictions on the
ability of the Company to repurchase shares of Common Stock. The
Board of Directors also could provide for voting and other rights,
such as a separate class vote on a merger or other business
combination or the right to elect directors, or could privately
place any serial preferred stock issued with persons or entities
friendly to the Board of Directors and management, all of which
potentially could discourage or impede a takeover or change in
control of the Company. The Board of Directors did not propose
this amendment to the Articles of Incorporation for the purpose of
discouraging mergers, tender offers, proxy contests or other
changes in control of the Company, nor is management or the Board
of Directors aware of any specific effort to accumulate the
Company's shares or to obtain control of the Company by means of a
merger, tender offer, solicitation in opposition to management or
otherwise. The purpose of the proposed amendment is to provide the
Company with flexibility in the types of securities it has
available for issuance in connection with future acquisitions and
to meet future financing needs. As noted above, however, the
amendment also could have the effect of enhancing the ability of
the Company in defending against any unsolicited attempt to acquire
control of the Company.
No rights of appraisal or similar rights of dissenters exist with
respect to this matter.
The affirmative vote of a majority of the outstanding shares of the
Company's Common Stock is required for approval of the amendment to
the Articles of Incorporation. The Board of Directors recommends
a vote "FOR" the proposed amendment to the Articles of
Incorporation.
_________________________________________________________________
Agenda Item No. 2.
Other Matters.
_________________________________________________________________
The Board of Directors of the Company knows of no other matters to
be brought before the Meeting. If any other matters properly come
before the Meeting or any adjournment thereof, it is the intention
of the persons named in the enclosed proxy card to vote the shares
they represent as the Board of Directors may recommend.
Deadline for Receipt of Shareholder Proposals. As disclosed in the
Company's proxy statement for the Company's previous annual meeting
of shareholders dated May 26, 1994, shareholder proposals intended
to be presented by such shareholders at the annual meeting of the
Company for the fiscal year ending December 31, 1994 must be
received by the Company no later than December 1, 1994, in order to
be included in the proxy statement and form of proxy relating to
such meeting.
Dated: October 28, 1994
EXHIBIT A
ARTICLE THIRD. The Corporation shall have authority to issue a
total of forty million (40,000,000) shares of capital stock,
consisting of:
(1) Thirty million (30,000,000) shares of common stock,
no par value per share; and
(2) Ten million (10,000,000) shares of serial preferred
stock, no par value per share.
Each issued and outstanding share of common stock will entitle the
holder thereof to one (1) vote on any matter submitted to a vote of
or for consent of shareholders. Issued and outstanding shares of
serial preferred stock will entitle the holders thereof only to
those votes, if any, which may expressly be fixed as hereinafter
provided for the respective series thereof and to voting rights on
certain matters, and in certain circumstances, as set forth in this
Article.
The Board of Directors is authorized to provide from time to time
for the issuance of shares of serial preferred stock in series and
to fix from time to time before issuance the designation,
preferences, privileges and voting powers of the shares of each
series of serial preferred stock and the restrictions or
qualifications thereof, including, without limiting the generality
of the foregoing, the following:
a) The serial designation and authorized number of shares;
b) The dividend rate, the date or dates on which such
dividends will be payable, and the extent to which such dividends
may be cumulative;
c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation of the
Corporation;
d) The price or prices at which shares may be redeemed and
any terms, conditions and limitations upon such redemption;
e) Any sinking fund provisions for redemption or purchase of
shares of such series; and
f) The terms and conditions, if any, on which shares may be
converted into shares of other capital stock, or of other series of
serial preferred stock of the Corporation.
Each series of serial preferred stock, in preference to the common
stock, may be entitled to dividends, from funds or other assets
legally available therefor, at such rates, payable at such times
and cumulative to such extent as may be fixed by the Board of
Directors pursuant to the authority herein conferred upon it. In
the event of dissolution or liquidation of the Corporation,
voluntary or involuntary, the holders of the serial preferred
stock, in preference to the common stock, may be entitled to
receive such amount or amounts as may be fixed by the Board of
Directors pursuant to the authority herein conferred upon it.
Preference stock of any series redeemed, converted, exchanged,
purchased or otherwise acquired by the Corporation shall be
cancelled by the Corporation and returned to the status of
authorized but unissued preference stock.
All shares of any series of serial preferred stock, as between
themselves, shall rank equally and be identical; and all series of
serial preferred stock, as between themselves shall rank equally
and be identical except asset forth in resolutions of the board of
directors authorizing the issuance of the series.
NEW MEXICO AND ARIZONA LAND COMPANY
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
The undersigned shareholder of NEW MEXICO AND ARIZONA LAND
COMPANY, an Arizona corporation, hereby acknowledges receipt of the
Notice of Special Meeting of Shareholders and Proxy Statement, each
dated October 28, 1994, and hereby appoints Stephen E. Renneckar
and Michael Kelley, and each of them, proxies and attorneys-in-
fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the
Special Meeting of Shareholders of NEW MEXICO AND ARIZONA LAND
COMPANY, to be held on Friday, November 18, 1994, at 9:00 a.m., at
Hilton Suites, 10 East Thomas Road, Phoenix, Arizona, and at any
adjournment or adjournments thereof and to vote all shares of
Common Stock that the undersigned would be entitled to vote if then
and there personally present, on the matters set forth on the
reverse side.
This Proxy will be voted as directed or, if no contrary
direction is indicated, will be voted FOR the amendment of the
Articles of Incorporation to permit the Board of Directors to
authorize the issuance by the Company of up to 10,000,000 shares of
serial preferred stock, no par value per share; and as the Proxies
deem advisable on such other matters as may come before the
meeting.
A majority of such attorneys or substitutes as shall be
present and shall act at said meeting or any adjournment or
adjournments thereof (or if only one shall be present and act, then
that one) shall have and may exercise all of the powers of said
attorneys-in-fact hereunder.
This Proxy is solicited on behalf of the Board of Directors.
1. Proposal to amend the Articles of Incorporation to permit the
Board of Directors to authorize the issuance by the Company
of up to 10,000,000 shares of serial preferred stock, no par
value per share.
_____ FOR ______ AGAINST _____ ABSTAIN
And upon such matter or matters which may properly come before
the meeting or any adjournment or adjournments thereof.
Dated: , 1994
Signature
Signature
(This Proxy should be dated, signed by the shareholder(s) exactly
as his or her name appears hereon, and returned promptly in the
enclosed envelope. Persons signing in a fiduciary capacity should
so indicate. If shares are held by joint tenants or as community
property, both shareholders should sign.)
