<PAGE> 1
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
NEW MEXICO AND ARIZONA LAND COMPANY
(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):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) (1) 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:
- --------------------------------------------------------------------------------
<PAGE> 2
NEW MEXICO AND ARIZONA LAND COMPANY
3033 NORTH 44TH STREET, SUITE 270
PHOENIX, ARIZONA 85018
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 9, 2000
To our Shareholders:
We cordially invite you to the 2000 Annual Meeting of the Shareholders of
New Mexico and Arizona Land Company (the "Company"), to be held at The Ritz
Carlton Phoenix, 2401 East Camelback Road, Phoenix, Arizona 85016 on Friday,
June 9, 2000 at 9:30 a.m., Arizona time for the following purposes:
1. The election of Class B Directors;
2. Adoption of name change;
3. The transaction of such other business as may properly come before
the meeting.
Shareholders of record at the close of business on May 5, 2000 are entitled
to receive notice of, and to vote at, the meeting and any adjournment thereof.
Additional copies of the Company's proxy materials may be obtained from the
Company's Corporate Secretary.
By order of the Board of Directors,
R. RANDY STOLWORTHY
President and Chief Executive Officer
Phoenix, Arizona
May 8, 2000
MANY SHAREHOLDERS OWN FEWER THAN 100 SHARES. ALL VOTES ARE IMPORTANT. PLEASE
SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE THE SHARES ARE VOTED AT THE MEETING.
2
<PAGE> 3
NEW MEXICO AND ARIZONA LAND COMPANY
3033 NORTH 44TH STREET, SUITE 270
PHOENIX, ARIZONA 85018
PROXY STATEMENT
MAILING DATE: ON OR ABOUT MAY 8, 2000
VOTING AND OTHER MATTERS
GENERAL. The enclosed proxy is solicited by the Board of Directors of New
Mexico and Arizona Land Company, an Arizona corporation (the "Company" or "NZ"),
for use at the 2000 Annual Meeting of Shareholders to be held on June 9, 2000
(the "2000 Annual Meeting"). If the accompanying proxy is signed and returned,
the shares represented thereby will be voted in accordance with any directions
on the proxy. If a proxy does not specify how the shares represented thereby are
to be voted in connection with the matters listed thereon, it is intended that
it will be voted for the matters listed on the accompanying proxy. A shareholder
may revoke the proxy at any time prior to the voting thereof by giving due
notice of such revocation to the Company, by executing and duly delivering a
subsequent proxy, or by attending the 2000 Annual Meeting and voting in person
at the meeting. This Proxy Statement, the accompanying proxy, and the Company's
2000 Annual Report were mailed on or about May 8, 2000 to the shareholders of
record on the record date of May 5, 2000.
ANNUAL MEETING. As of the date of this Proxy Statement, the Company knows of
no matters to be brought before the 2000 Annual Meeting other than those
referred to in the accompanying notice of the 2000 Annual Meeting. If other
matters are properly presented, however, the proxy holders, Mr. Renneckar and
Mr. Stolworthy, will have discretion to vote thereon according to their best
judgment.
RECORD DATE. The Board of Directors has fixed the close of business on May
5, 2000 as the record date for the determination of shareholders entitled to
notice of the 2000 Annual Meeting, and to vote at it and any adjournment
thereof. On the record date, there were 6,885,436 shares of the Company's
common stock ("Common Stock") outstanding. The Company has no class or series of
capital stock outstanding other than the Common Stock.
PROXY SOLICITATION. The Company will bear the cost of proxy solicitation for
the 2000 Annual Meeting. In addition to solicitation by mail, certain directors,
officers, and regular employees of the Company may, without compensation other
than their regular salaries and fees, solicit proxies personally, by telephone,
or electronically. The Company will reimburse brokerage firms and others for
expenses in forwarding solicitation material to beneficial owners.
VOTING. Except with respect to the election of directors, each share is
entitled to one vote upon each matter presented for action. The presence in
person or by proxy of a majority of the outstanding shares entitled to vote is
required to constitute a quorum at the 2000 Annual Meeting. The affirmative vote
of a majority of the shares then represented at the meeting and entitled to vote
will constitute the act of the shareholders. Abstentions are counted as "shares
present" for purposes of determining the presence of a quorum, and have the
effect of a vote "against" any matter as to which they are specified. Broker
non-votes with respect to any matter are not considered "shares present" and
will not affect the outcome of the vote on such matter. With respect to the
election of directors, shareholders have cumulative voting rights in the
election of directors: each shareholder is entitled to vote the number of shares
owned for as many persons as there may be directors to be elected; or the
shareholder may cumulate the shares and give one nominee all of the
shareholder's votes, multiplied by the number of directors to be elected; or the
shareholder may distribute votes among as many nominees as he or she thinks fit
to serve. The enclosed proxy does not seek discretionary authority to cumulate
votes in the election of directors.
REVOCABILITY OF PROXIES. Any person giving a proxy may revoke the proxy at
any time before its use by delivering to the Company a duly executed proxy
bearing a later date or by attending the 2000 Annual Meeting and voting in
person.
ANNUAL REPORT AND OTHER MATTERS. The Company's 1999 Annual Report to
Shareholders, which was mailed to shareholders with or preceding this Proxy
Statement, contains financial and other information about the affairs of the
3
<PAGE> 4
Company, and includes a copy of the Company's Annual Report on Form 10-K for the
year ended December 31, 1999 as filed with the United States Securities and
Exchange Commission. Neither the 1999 Annual Report to Shareholders nor the
Annual Report on Form 10-K forms a part of this Proxy Statement and are not to
be considered a part of the Company's proxy soliciting materials. Upon request,
the Company will provide to each shareholder a copy of any exhibits listed in
the Annual Report on Form 10-K at the actual expense incurred by the Company in
furnishing the copy. Any such requests should be directed to the Company's
Secretary at the Company's executive offices.
VOTING SECURITIES, PRINCIPAL HOLDERS, AND MANAGEMENT OWNERSHIP
On March 31, 2000, there were 6,899,336 shares of Common Stock outstanding;
the Company has issued no other category of stock. The following table sets
forth beneficial ownership of Common Stock of the Company as of March 31, 2000,
with respect to each shareholder known by the Company to be the beneficial owner
of more than five percent of its outstanding Common Stock, by each director and
nominee for director, by each executive officer and by all directors and
executive officers as a group.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF COMMON
SHARES STOCK
BENEFICIAL OWNER BENEFICIALLY BENEFICIALLY
DIRECTORS AND EXECUTIVE OFFICERS OWNED (1) OWNED
- -------------------------------- --------- -----
<S> <C> <C>
Robert R. Hensler, Jr ...................................... 381,738 5.27%
Director
R. Randy Stolworthy ........................................ 302,500 4.18%
Director, President and Chief Executive Officer
Paul E. Sargent ............................................ 37,800 *
Executive Vice President
William A. Pope ............................................ 45,441(2) *
Director
Arnold L. Putterman ....................................... 69,282(3) *
Director
Stephen E. Renneckar ....................................... 10,229 *
Chairman of the Board
Ronald E. Strasburger ...................................... 11,851 *
Director
Richard A. Wessman ......................................... 14,314 *
Director
Joe D. Sphar ............................................... 10,587 *
Vice President - Minerals and Assistant Secretary
Jerome L. Joseph ........................................... 0 *
Treasurer, Secretary, and Controller
Directors and Executive Officers as a group (10 persons) ... 883,742 12.22%
5% SHAREHOLDERS
- ---------------
Sun NZ L.L.C.(4) ........................................... 2,985,583(5) 43.27%
John D. Hensler ............................................ 365,659 5.30%
Dimensional Fund Advisors Inc.(6) .......................... 430,721 6.24%
</TABLE>
* Less than 1% of outstanding shares of Common Stock
4
<PAGE> 5
(1) The numbers of shares shown and corresponding percentages shown include
shares owned of record by the listed person's minor children and spouse and
by other related individuals and entities over whose shares such person has
custody, voting control, or power of disposition. There are 270,000 and
36,000 shares of Common Stock which R. Randy Stolworthy and Paul E. Sargent,
respectively, have a right to acquire within 60 days of March 31, 2000, and
such shares are included in the table. Additionally, Robert R. Hensler, Jr.,
William A. Pope, Arnold L. Putterman, Stephen E. Renneckar, Ronald E.
Strasburger, and Richard A. Wessman each have the right to acquire 4,500
shares of Common Stock within 60 days of March 31, 2000. Such shares are
included in this table. Unless otherwise stated in the following footnotes,
each person's address is c/o the Company, 3033 North 44th Street, Suite 270,
Phoenix, Arizona 85018.
(2) This amount includes 6,158 shares that Mr. Pope holds as custodian for his
children and 30,490 shares that Mr. Pope holds indirectly through Sterling
Pacific Assets, Inc., which he controls. In addition, Mr. Pope, as the
appointed nominee of Sun NZ L.L.C., may be deemed to have shared voting and
dispositive power with respect to the 2,985,583 shares owned by Sun NZ
L.L.C.("Sun NZ"). Mr. Pope disclaims beneficial ownership of the Sun NZ
shares. Mr. Pope's address is c/o SunChase Holdings, Inc., 2525 East
Camelback Road, Suite 888, Phoenix, Arizona 85016.
(3) Mr. Putterman may be deemed to own beneficially an additional 68,291 shares
of Common Stock held by relatives of Mr. Putterman as well as 7,257 shares
owned by Somers Manor Nursing Home of which Mr. Putterman is an officer. Mr.
Putterman disclaims beneficial ownership of such shares.
(4) Sun NZ, an Arizona limited liability company, has shared voting and
dispositive power over 2,985,583 shares of the Company's Common Stock. Sun
NZ is managed by Sun NMA, Inc., an Arizona corporation. William A. Pope, a
Director of the Company, serves as President of Sun NMA, Inc. By virtue of
their status as a managing member of Sun NZ and president of the managing
member, Sun NMA, Inc. and Mr. Pope, respectively, share with Sun NZ voting
and dispositive power of the 2,985,583 shares of Common Stock owned by Sun
NZ. The information contained in this footnote was obtained from a Schedule
13D dated April 24, 1994, filed by Sun NZ with the Securities and Exchange
Commission. The address of Sun NZ L.L.C. is 2525 E. Camelback Road, Suite
888 Phoenix, Arizona 85016.
(5) Sun NZ owns 2,985,583 shares of the outstanding Common Stock of the Company.
Pursuant to a Loan Agreement between Sun NZ and Bank One, Arizona, NA ("Bank
One"), Sun NZ pledged to Bank One 1,186,500 shares of the Company's Common
Stock owned by Sun NZ.
(6) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 430,721 shares of Common
Stock of the Company as of December 31, 1999. The following information is
included in reliance upon a Schedule 13G dated February 4, 2000, filed by
Dimensional with the Securities and Exchange Commission. Dimensional, an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other commingled group trusts and separate
accounts. These investment companies, trusts, and accounts are the "Funds".
In its role as investment advisor or manager, Dimensional possesses voting
and/or investment power over the shares of Common Stock of the Company
described in this schedule that are owned by the Funds. All shares reported
in this schedule are owned by the Funds. Dimensional disclaims beneficial
ownership of such shares. The address of Dimensional is 1299 Ocean Avenue,
11th Floor, Santa Monica, California 90401.
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<PAGE> 6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 7, 2000, the Company made a commercial real estate loan to a
partnership controlled by William A. Pope, a director of the Company. At a
meeting of the Board of Directors of the Company, the disinterested Directors
evaluated and approved the loan. The loan was determined by the disinterested
Directors to be an arms-length transaction with terms no less favorable to the
Company than loans to non-affiliates of the Company. The loan was repaid in full
with interest on January 28, 2000.
AGENDA ITEM NO. 1
ELECTION OF DIRECTORS
The Board of Directors is comprised of seven directors, each serving a
two-year term. Directors are denominated Class A Directors, whose term expires
in odd-numbered years, and Class B Directors, whose term expires in
even-numbered years. At the 2000 Annual Meeting, four Class B Directors are to
be elected.
NOMINEES FOR TERMS AS CLASS B DIRECTORS
TERMS TO EXPIRE AT THE 2002 ANNUAL MEETING
The following individuals have been nominated as Class B Directors, with terms
expiring at the Company's 2002 Annual Meeting of Shareholders or until such
Directors' successors are duly elected and qualified. Unless shareholders
withhold authority, their proxies will be voted for the election of these
nominees. If any nominee is unable to serve at the time of the meeting (which is
not anticipated), the proxies will be voted for a substitute nominee designated
by the Board of Directors. THE BOARD RECOMMENDS A VOTE FOR THIS AGENDA ITEM
ELECTING THE NOMINEES TO SERVE AS CLASS B DIRECTORS OF THE COMPANY.
<TABLE>
<CAPTION>
Shares
Director owned
Name and Age Since at 3/31/00
------------ ----- ----------
<S> <C> <C> <C>
Arnold L. Putterman, 61....... Mr. Putterman is an attorney in private practice in 1988 69,282
New York City. In addition, since 1970, Mr. Putterman
has been a partner of SNF Management Services. SNF
Management Services is involved in the development and
management of health facilities and commercial real
estate.
Stephen E. Renneckar, 55...... Since October 1992, Mr. Renneckar served as Vice 1994 10,229
President and General Counsel of SunChase Holdings,
Inc., which is engaged in the business of acquiring,
developing, managing, and marketing residential and
commercial properties in the United States and wood
products, fiber optic cable, and computer software in
the United States and abroad. Prior to joining
SunChase Holdings, Inc., Mr. Renneckar was a partner
with the law firm of O'Connor Cavanagh in Tucson,
Arizona.
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
R. Randy Stolworthy, 43....... Since November 1997, Mr. Stolworthy has been President 1998 302,500
and CEO of the Company. He joined the Company in
February 1997 as Executive Vice President and COO.
From 1992 to 1997, he founded and managed R.R.
Stolworthy, Inc., a real estate investment and
development company in Phoenix. From 1987 to 1992, he
co-founded and was President of Voicelink Data
Services, a credit and marketing service company in
Redmond, Washington. Prior to 1987, he was a General
Partner in FBS Venture Capital Company and manager of
the Seattle office and portfolio.
Richard A. Wessman, 57........ Since January 1993, Mr. Wessman has been President of 1994 14,314
Sterling Pacific Assets, Inc., a property and
financial management company. From October 1978 to
April 1992, he was a partner in the accounting firm of
Ernest & Young. Mr. Wessman served as CFO of CSY
Investments from May 1992 until December 1992.
</TABLE>
CONTINUING IN OFFICE AS CLASS A DIRECTORS
TERMS TO EXPIRE AT THE 2001 ANNUAL MEETING
<TABLE>
<CAPTION>
Shares
Director owned
Name and Age Since at 3/31/00
------------ ----- ----------
<S> <C> <C> <C>
William A. Pope, 44........... Mr. Pope served President and Chief Executive Officer 1995 45,441
of the Company from June 1994 until November 1997.
Since 1993, Mr. Pope has served as President and Chief
Executive Officer of SunChase Holdings, Inc. and its
affiliated companies. Prior to 1993, Mr. Pope served
as Executive Vice President and Chief Operating
Officer of SunChase Holdings, Inc. and its affiliated
companies. SunChase Holdings, Inc. is engaged in the
business of acquiring, developing, managing, and
marketing residential and commercial properties in the
United States and wood products, fiber optic cable,
and computer software in the United States and abroad.
Robert R. Hensler, Jr. 58..... Mr. Hensler is a private investor. From 1991 to 1997, 1998 381,738
Mr. Hensler was President of R.R. Hensler, Inc., whose
principal business was mortgage banking. From 1976 to
1990, Mr. Hensler was managing partner of Hensler
Brothers, a trading and market making firm on the
Philadelphia Stock Exchange, where he was a member of
the Board of Governors in 1982-83.
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Shares
Director owned
Name and Age Since at 3/31/00
------------ ----- ----------
<S> <C> <C> <C>
Ronald E. Strasburger, 61..... Since 1993, Mr. Strasburger has been employed by 1994 11,851
Sterling Pacific Asset Management Services, Inc. (SPMS),
which is in the business of portfolio purchases and
sales. He has served as President of SPMS since
January 1997. From 1990 to 1991, he was employed by
the Resolution Trust Corporation. From 1991 to 1993,
he was self-employed as a consultant for the review,
negotiation, and disposition of complex real estate
portfolios for various institutions.
</TABLE>
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Company's Board of Directors met six times in 1999, and all members
attended 75% or more of those meetings and the meetings of the committees on
which they served. Members of the Audit; Compensation and Nominating; and
Executive Committees are listed below.
Audit. This committee met three times in 1999, and is composed of Arnold L.
Putterman, Robert R. Hensler, Jr. and Richard A. Wessman (Chairman). The
committee reviews with the Company's independent public accountants the annual
audit plan, the scope and results of the audit, and internal control procedures.
Compensation and Nominating. This committee met one time in 1999, and is
composed of Robert R. Hensler Jr. (Chairman), Stephen E. Renneckar, and Ronald
E. Strasburger. The committee administers the Company's salary, bonus, stock
incentive plan and restricted stock plans. It also recommends nominees to fill
vacancies on the Board of Directors. Recommendations for nominees to the Board
of Directors may be sent to the Chairman of the Compensation and Nominating
Committee, in care of the Company's Corporate Secretary.
Executive. This committee did not meet in 1999. It is composed of R. Randy
Stolworthy, Stephen E. Renneckar (Chairman), and William A. Pope. It is
empowered to act in the absence of, but as limited by, the Board of Directors.
DIRECTORS FEES AND EXPENSES
Board members are reimbursed for expenses incurred while attending meetings
and are paid the following compensation each year.
Director fees:
Annual retainer: $6,000
Board meetings: $700 for each meeting attended
Committee meetings: $500 for each meeting attended, payable only to
non-employee directors
Telephone meetings: $300 for each meeting attended, payable only to
non-employee directors
Director bonus:
On December 1, 1999, the Company granted to each director as bonus
compensation, 6,977 stock options of the Company's Common Stock, exercisable at
$5.125 per option, the closing price of the Company's Common Stock on the
American Stock Exchange on December 1, 1999. The options are not exercisable
prior to December 1, 2000, and expire 10 years from the date of grant.
There are no other arrangements or agreements between the Company and any
Board member.
8
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation awarded to or paid by the Company and its subsidiaries to
the Chief Executive Officer (CEO) and other executive officers (collectively
with the CEO, the "Named Officers") of the Company whose aggregate cash
compensation exceeded $100,000 during the last fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
------------------------------------ SECURITIES
OTHER UNDERLYING
FISCAL ANNUAL OPTIONS/ ALL OTHER
NAME AND POSITION(1) YEAR SALARY BONUS COMPENSATION SARS (3) COMPENSATION
-------------------- ------ ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
R. Randy Stolworthy ...................... 1999 $144,000 $ 0 $ 0 33,024 $ 8,800(4)
President & Chief Executive Officer(2) 1998 $144,000 $ 0 $ 0 4,500 $ 3,650(4)
1997 $124,431 $ 0 $ 0 450,000 $ 0
Paul E. Sargent .......................... 1999 $ 80,000 $ 96,210 $ 0 0 $ 0
Executive Vice President 1998 $ 80,000 $ 5,391 $ 0 90,000 $ 0
1997(5) $ 12,154 $ 0 $ 0 0 $ 0
</TABLE>
(1) There are no other executive officers of the Company whose total annual
salary and bonus for the 1999 fiscal year exceeded $100,000.
(2) As of November 7, 1997, Mr. Stolworthy was named President and CEO. Mr.
Stolworthy was Executive Vice President and Chief Operating Officer of
the Company from February 19, 1997 until November 7, 1997.
(3) The Company's Board of Directors approved a stock incentive plan in
1997 and reserved 900,000 shares for issuance under the plan. In 1997
Mr. Stolworthy was granted options to purchase 450,000 shares under the
plan. On December 1, 1998, the Company granted to each director as
bonus compensation, 4,500 stock options of the company's Common Stock.
On December 1, 1999, the Company granted to each director as bonus
compensation 6,977 stock options of the Company's Common Stock. On
December 1, 1999, the Company granted to Mr. Stolworthy 26,047 stock
options of the company's Common Stock as bonus compensation. All
exercise prices were at or above the market price, as reported by the
American Stock Exchange, at the time of grant. See the table below,
"OPTION GRANTS IN FISCAL YEAR 1999" for details of the 1999 stock
option grants.
(4) Represents Director fees.
(5) Mr. Sargent became an employee of the Company on November 7, 1997.
9
<PAGE> 10
OPTION GRANTS. The following table sets forth certain information
regarding the grant and exercise of options to the Named Officers in 1999.
OPTION GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Rate of Stock
Price
Appreciation for
Individual Grants Option Term (2)
------------------------------------------------------------ ----------------------
Percent of
Total
Number of Options
Securities Granted to
Underlying Employees Exercise or
Options in Fiscal Base Price Expiration
Name Granted Year ($/Share) Date 5%($) 10%($)
- ---- ------- ---- --------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
R. Randy Stolworthy (1) 33,024 44% $5.125 12/01/09 $22,690 $55,255
Paul E. Sargent 0 0 -- -- -- --
</TABLE>
(1) On December 1, 1999, the Company granted to each director as bonus
compensation, 6,977 stock options of the company's Common Stock. On
December 1, 1999 the company granted to Mr. Stolworthy 26,047 stock options
of the company's Common Stock as bonus compensation. All exercise prices
were at or above the market price, as reported by the American Stock
Exchange, at the time of grant.
(2) This disclosure is required by Item 402(c) of Regulation S-K promulgated by
the United States Securities and Exchange Commission and assumes that the
actual stock price appreciation over the maximum remaining ten year option
terms will be at the assumed 5% and 10% levels.
The following table sets forth certain information regarding the
exercise and values of options held by the Named Officers as of December 31,
1999.
AGGREGATED OPTION EXERCISES AND OPTION VALUES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at December In-the-Money Options at
Shares Acquired 31, 1999 December 31, 1999 (1)
Name on Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
R. Randy Stolworthy 0 $0 184,500/303,024 $0/$0
Paul E. Sargent 0 $0 36,000/54,000 $0/$0
</TABLE>
(1) Both exercisable and unexercisable options have exercise prices ranging
from $5.125 to $13.11. The last reported sale price of the Common Stock
on the American Stock Exchange on December 31, 1999 was $5.00.
EMPLOYMENT AGREEMENTS. The Company has not entered into written
employment agreements with any of the Named Officers.
COMPENSATION COMMITTEE INTERLOCKS. Messrs. Hensler, Renneckar and
Strasburger served as members of the Compensation and Nominating Committee
during the 1999 fiscal year. None of these directors held any executive officer
position or other employment with the Company prior to or during such service
nor did any executive officer of the Company serve on any other Company's
compensation committee.
10
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COMPENSATION AND NOMINATING COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation and Nominating Committee is composed of Robert
R. Hensler, Jr., Stephen E. Renneckar, and Ronald E. Strasburger. The members of
the Compensation and Nominating Committee are not employees of the Company. The
Committee's report is as follows:
The Compensation and Nominating Committee reviews and determines the amount
of compensation paid to the Company's executive officers. The Compensation
Committee advised the Board of Directors that the compensation levels for the
Company's executive officers during fiscal 1999 did not bear a specific
relationship to the Company's performance. Rather, executive compensation was
set at levels designed to retain the Company's executive officers and the
Compensation and Nominating Committee's assessment of the performance of the
officer and the Company, respectively, is subjective and not subject to specific
criteria.
Dated: March 31, 2000
New Mexico and Arizona Land Company
Compensation and Nominating Committee:
Robert R. Hensler, Jr. (Chairman)
Stephen E. Renneckar
Ronald E. Strasburger
11
<PAGE> 12
STOCK PRICE PERFORMANCE GRAPH
The following compares the total return on the Company's Common Stock for
the period December 31, 1994 through December 31, 1999 with the cumulative total
return on the AMEX Composite Index, an industry index composed of SIC Code 651:
Real Estate Operators and Lessors and an industry index composed of SIC Code
615: Business Credit Institutions. The comparison assumes that $100 was invested
on December 31, 1994 in the Company's Common Stock and in each of the comparison
indices, and assumes reinvestment of dividends.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG NEW MEXICO & ARIZONA LAND CO.,
AMEX MARKET INDEX AND SIC CODE INDEX
[LINE GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NEW MEXICO & ARIZONA LAND CO. 100.00 152.38 162.40 224.76 318.37 166.02
SIC CODE INDEX 615 100.00 155.13 218.92 311.02 403.34 387.86
AMEX MARKET INDEX 100.00 128.90 136.01 163.66 161.44 201.27
SIC CODE 651 100.00 114.74 166.64 199.38 172.25 161.42
</TABLE>
ASSUMES $100 INVESTED ON JAN. 1 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1999
AGENDA ITEM NO. 2:
APPROVAL OF COMPANY NAME CHANGE
The character of the Company's business has been changing over the past
two years and is continuing to evolve. While the Company's existing name carries
with it a long and proud history, the Board believes it is no longer reflective
of the Company's principal line of business. Consequently, the Board has
determined to change the Company's name to NZ Corporation. To accomplish the
proposed name change, Arizona law requires an amendment to the Company's
Articles of Incorporation. The amendment will have no effect other than to
change the Company's name.
REASONS FOR ADOPTION OF THE NAME CHANGE
The Company has operated under the New Mexico and Arizona Land Company
name since the Company was formed in 1908, and has used the NZ logo for nearly
as long. The company's common stock trades on the American Stock Exchange under
the symbol "NZ". Over the past several years, the Company's focus has shifted
from land sales
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and development in the Southwestern United States, to short-term lending for the
commercial real estate market. The Company's present name reflects the
historical focus on land sales and real estate development in its namesake
states. The Board of Directors believes that the new name will be more
indicative of the Company's business activities, while retaining historical
connections with the Company's past. The Company's operating subsidiaries will
operate under names incorporating the NZ name into their names. For example, our
Bridge Financial Corporation subsidiary, through which we operate our lending
business, will operate as NZ Bridge Financial Corporation. Many of our other
subsidiaries, such as NZ Properties, Inc., our real estate management
subsidiary, have operated under the NZ logo umbrella for many years.
REQUIRED VOTE
Approval of the amendment to the Articles of Incorporation to effect
the name change requires the affirmative vote of a majority of shares of Common
Stock of the Company outstanding.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF CHANGING THE NAME OF THE COMPANY TO
NZ CORPORATION.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's directors, officers, and persons owning more than 10% of
a registered class of the Company's registered equity securities to file reports
of ownership and changes of ownership with the Securities and Exchange
Commission. Based on its review of copies of such forms it received, the Company
believes that during 1999 all applicable filing requirements were complied with.
INDEPENDENT AUDITORS
The Company's certifying auditor for the year ended December 31, 1999 and the
year ending December 31, 2000 is the firm of Deloitte & Touche LLP.
Representatives of Deloitte & Touche LLP are expected to attend the annual
meeting and, if in attendance, are expected to be available for appropriate
questions.
On November 19, 1998 the Company dismissed its prior auditors, KPMG LLP and
engaged Deloitte & Touche LLP effective upon the dismissal of KPMG LLP. The
decision to dismiss KPMG LLP, and the decision to engage new auditors were both
approved by the audit committee of the Company's board of directors.
In each of the two fiscal years prior to their dismissal, the reports of KPMG
LLP did not contain an adverse opinion or a disclaimer of opinion, nor were such
reports qualified or modified in any respect. In each of the two fiscal years
and in the subsequent interim periods preceding the dismissal there were no
disagreements with KPMG LLP of the type described in Item 304(a)(1)(iv) of
Regulation S-K. In each of the two fiscal years and in the subsequent interim
periods preceding the dismissal there were no events of the type described in
Item 304(a)(1)(v) of Regulation S-K.
In each of the two fiscal years and in the subsequent interim periods preceding
the dismissal, neither the Company nor anyone in its behalf has consulted
Deloitte & Touche LLP in respect of any matter of the type described in Item
304(a)(2) of Regulation S-K.
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SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
The Corporate Secretary of the Company must receive a proposal
submitted by a shareholder and intended for inclusion in the proxy statement for
the 2001 Annual Meeting of Shareholders by January 15, 2001.
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NEW MEXICO AND ARIZONA LAND COMPANY
2000 PROXY
Solicited on behalf of the Board of Directors of New Mexico and Arizona Land
Company. Directors recommend a vote "FOR" Agenda Item 1. The undersigned
shareholder of New Mexico and Arizona Land Company hereby appoints Stephen E.
Renneckar and R. Randy Stolworthy, or either of them, as proxies of the
undersigned, each with power of substitution, at the 2000 Annual Meeting of
Shareholders of the Company to be held in Phoenix, Arizona on Friday, June 9,
2000 at 9:30 a.m. and any adjournments thereof, to vote all common shares of
the Company held or owned by the undersigned, as follows:
1. ELECTION OF CLASS B DIRECTORS: Arnold L. Putterman, Stephen E. Renneckar,
R. Randy Stolworthy and Richard A. Wessman.
____FOR all nominees (except as marked below)
____WITHHOLD AUTHORITY to vote for nominees
To withhold authority to vote for individual nominees, write those
nominees' names immediately below:
2. APPROVAL OF COMPANY NAME CHANGE. Changing the name from New Mexico and
Arizona Land Company to NZ Corporation.
____FOR name change
____AGAINST name change
____ABSTAIN
In their discretion, the Proxies are authorized to vote upon other business
as may properly come before the meeting.
The proxy, when properly executed, will be voted in the manner indicated herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted "FOR" the Agenda Items stated. The right to revoke this proxy at any time
before it is voted is reserved.
Date:
_________________________________________
Signature:
_________________________________________
Signature:
_________________________________________
(Sign as shown. If held jointly, all
holders should sign. If held in a
certain capacity, so state.)
