UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant¨ Filed by a Party other than the Registrant x
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
x | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to Section 240.14a-12 |
WESTLAND DEVELOPMENT CO., INC.
(Name of Registrant as Specified In Its Charter)
SCC ACQUISITION CORP.
(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: |
SUNCAL PROPOSAL
WHAT YOU WOULD RECEIVE IN THE MERGER AND SPIN-OFF*
Number of Westland Shares | Aggregate Cash Payable To You | Number of Atrisco Oil & Gas Class A Units Distributable to You | |||
1 | $ | 315 | 1 | ||
2 | $ | 630 | 2 | ||
3 | $ | 945 | 3 | ||
4 | $ | 1,260 | 4 | ||
5 | $ | 1,575 | 5 | ||
6 | $ | 1,890 | 6 | ||
7 | $ | 2,205 | 7 | ||
8 | $ | 2,520 | 8 | ||
9 | $ | 2,835 | 9 | ||
10 | $ | 3,150 | 10 | ||
11 | $ | 3,465 | 11 | ||
12 | $ | 3,780 | 12 | ||
13 | $ | 4,095 | 13 | ||
14 | $ | 4,410 | 14 | ||
15 | $ | 4,725 | 15 | ||
16 | $ | 5,040 | 16 | ||
17 | $ | 5,355 | 17 | ||
18 | $ | 5,670 | 18 | ||
19 | $ | 5,985 | 19 | ||
20 | $ | 6,300 | 20 | ||
25 | $ | 7,875 | 25 | ||
30 | $ | 9,450 | 30 | ||
35 | $ | 11,025 | 35 | ||
40 | $ | 12,600 | 40 | ||
45 | $ | 14,175 | 45 | ||
50 | $ | 15,750 | 50 | ||
60 | $ | 18,900 | 60 | ||
70 | $ | 22,050 | 70 | ||
80 | $ | 25,200 | 80 | ||
90 | $ | 28,350 | 90 | ||
100 | $ | 31,500 | 100 | ||
150 | $ | 47,250 | 150 | ||
200 | $ | 63,000 | 200 | ||
250 | $ | 78,750 | 250 | ||
300 | $ | 94,500 | 300 |
* | Based on a per share cash price of $315 per share (gross of tax). |
Number of Westland Shares | Aggregate Cash Payable To You | Number of Atrisco Oil & Gas Class A Units Distributable to You | |||
350 | $ | 110,250 | 350 | ||
400 | $ | 126,000 | 400 | ||
450 | $ | 141,750 | 450 | ||
500 | $ | 157,500 | 500 | ||
550 | $ | 173,250 | 550 | ||
600 | $ | 189,000 | 600 | ||
650 | $ | 204,750 | 650 | ||
700 | $ | 220,500 | 700 | ||
750 | $ | 236,250 | 750 | ||
800 | $ | 252,000 | 800 | ||
850 | $ | 267,750 | 850 | ||
900 | $ | 283,500 | 900 | ||
950 | $ | 299,250 | 950 | ||
1,000 | $ | 315,000 | 1,000 | ||
1,500 | $ | 472,500 | 1,500 | ||
2,000 | $ | 630,000 | 2,000 | ||
2,500 | $ | 787,500 | 2,500 | ||
3,000 | $ | 945,000 | 3,000 | ||
3,500 | $ | 1,102,500 | 3,500 | ||
4,000 | $ | 1,260,000 | 4,000 | ||
4,500 | $ | 1,417,500 | 4,500 | ||
5,000 | $ | 1,575,000 | 5,000 |
* * * * * * * *
This document does not constitute a solicitation by Westland or its Board of Directors or executive officers of any approval or action of its stockholders. Westland has filed a definitive proxy statement and other relevant documents concerning the proposed transaction with SunCal with the SEC. Westland’s stockholders are urged to read the definitive proxy statement and any other relevant documents filed with the SEC because they will contain important information on the proposed transaction. You will be able to obtain the documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In addition, Westland’s stockholders and investors may obtain free copies of such documents filed with the SEC by contacting Robert Simon of Westland at (505) 831-9600 or by written request mailed to Westland Development Co., Inc., 401 Coors Blvd., NW, Albuquerque, New Mexico 87121, Attention: Robert Simon.
Westland and its directors and executive officers and other persons may be deemed to be participating in the solicitation of proxies in connection with the merger. Other information regarding the participants in the proxy solicitation and a description of their interests, by security holdings or otherwise, are contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.