WESTLAND DEVELOPMENT CO., INC.
401 Coors Boulevard, N.W.
Albuquerque, New Mexico 87121
PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 19, 2004
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC. (the
"Company") will be held on November 19, 2004, at the Radisson Hotel, I-25 and
Carlisle Blvd., NE, Albuquerque, New Mexico at 8:00 a.m., New Mexico time, to
act upon the following:
1. To elect three Class B Directors; and
2. To consider such other business as may properly come before the Annual
Meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. The Board of Directors is not aware of any other matters to come
before the Annual Meeting. Only shareholders of record at the close of business
on September 30, 2004, are entitled to vote at the Annual Meeting. Shares cannot
be voted unless a signed proxy is provided or other arrangements are made by the
record owner(s) to have the shares represented at the Meeting.
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE URGE YOU TO SIGN,
DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY. WESTLAND HAS FURNISHED FOR
YOUR CONVENIENCE A PRE-ADDRESSED, STAMPED ENVELOPE. PLEASE MAIL IN YOUR PROXY
TODAY. YOUR PROMPT RETURN OF THE ENCLOSED PROXY WILL SAVE WESTLAND THE NECESSITY
AND EXPENSE OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM AT THE ANNUAL MEETING.
Sincerely
JOE S. CHAVEZ, Secretary
Albuquerque, New Mexico, September 30, 2004
PROXY STATEMENT
WESTLAND DEVELOPMENT CO., INC.
401 Coors Boulevard, N.W.
Albuquerque, New Mexico 87121
PERSONS MAKING THE SOLICITATION
The Board of Directors (the "Board") of Westland Development Co., Inc. (the
"Company") solicits the enclosed proxy for use at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting"), to be held on November 19,
2004, in the Radisson Hotel, I-25 and Carlisle Blvd., NE, Albuquerque, New
Mexico, at 8:00 a.m., New Mexico time, and at any postponement(s) or
adjournment(s) of the Annual Meeting.
METHOD OF SOLICITATION
Solicitation will be made primarily by mail, commencing on or about October 19,
2004, but may also be made by telephone or oral communications by directors,
officers and employees of the Company. In addition, the Company may make
arrangements with and compensate up to approximately 60 individuals to assist in
the solicitation. No agreements with such persons have been made, so the Company
cannot identify these persons at the present time, but the Company anticipates
paying such individuals approximately $8.00 per hour, and may reimburse
out-of-pocket expenses incurred by these persons. The Company estimates that the
total amount to be spent in connection with the solicitation, excluding salary
paid to officers and regular employees may be from $30,000 to $100,000,
depending on whether this solicitation is contested. The Company will pay all
costs of its solicitation efforts.
PROXIES AND VOTING AT THE MEETING
A majority of the outstanding shares of the Company's No Par Value Stock and
Class B Stock, counted in the aggregate, must be represented in person, or by
proxy, at the Annual Meeting in order to hold the Annual Meeting. Only
shareholders of record at the close of business on September 30, 2004, are
entitled to vote at the Annual Meeting. Because many shareholders cannot attend
the Annual Meeting, a large number must be represented by proxy. Shareholders
are encouraged to sign and return their proxies promptly, indicating the manner
in which they wish their shares to be voted. The proxy agents will vote the
shares represented by the proxies according to the instructions of the persons
giving the proxies. Any proxies abstaining from voting will not be voted, but
will be used in determining the presence of a quorum of shareholders. Unless
other instructions are given, votes will be cast:
1. For the election of the three Class B Directors to terms that will expire
in 2007.
To be elected a director, a nominee must receive the votes of a majority of
the shares represented at the Meeting (counting No Par Value Stock and
Class B Stock in the aggregate). According to the Company's bylaws,
candidates must run for a specific seat on the Board. If no candidate for a
specific seat receives a majority, the incumbent Director in that seat will
remain on the Board. If, for any reason, any of the nominees become
unavailable for election, which the Board does not anticipate, the proxies
will be voted for a substitute nominee to be designated by the Board.
2. In the Proxy's discretion on the transaction of such other business as may
properly come before the Annual Meeting or any postponement(s) or
adjournment(s) of the Annual Meeting.
To be passed, any other item that comes before the Annual Meeting must
receive the affirmative vote of a majority of the votes cast in person and
by proxy at the Meeting. Proposed Amendments to the Articles of
Incorporation must receive the affirmative vote of a majority of all of the
Company's issued and outstanding No Par Value Stock and Class B Stock.
Election inspectors will be appointed at the meeting. Such Inspectors will
determine the validity of proxies and will receive, canvas and report to the
meeting the votes cast by the shareholders on each item brought before the
shareholders for vote. No person who is not the record owner or voting under
appropriate authority granted by the record owner can vote shares of the
Company's stock at the Annual Meeting. All returned proxies are counted toward
the required quorum or the required percentages of shares present at the meeting
for election of directors. If any shareholder returns a proxy without indicating
his directions whether the proxy should be voted for or against any item or
voted for or withheld from voting on any item, the proxy will be counted for
purposes of determining the existence of a quorum and will be voted by the proxy
agents for management's nominees and in the agents' discretion on any other
matter coming before the meeting.
Any Shareholder returning a proxy has the power to revoke that proxy at any time
before it is voted, by delivery of a written notice of revocation, signed by the
shareholder, to the Secretary of the Company; by delivery of a signed proxy
bearing a later date; or by attending the Annual Meeting and voting in person.
Each unrevoked proxy will be voted at the Meeting.
In accordance with Company Bylaws, the Annual Meeting will be conducted in
accordance with an agenda that will be conspicuously posted at the Annual
Meeting. Participation at the Meeting will be encouraged but will be limited to
shareholders and holders of valid proxies for shareholders. The Meeting will
start promptly at 8:00 a.m.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three Class B Directors to
each serve a three-year term ending at the annual meeting of shareholders to be
held in 2007. Following is a description of each of the Company's nominees for
election as Class B directors and each of the other Company executive officers
and directors. Included in the description of each director is that persons
membership(s) in the Company's Executive and Disclaimer Committees. Each
Westland Director is also a director of ECS, Inc., a New Mexico nonprofit
corporation established by the Company to hold certain cemetery lands donated to
it to be operated for the benefit of the Atrisco heirs. The Company's Board of
Directors has delegated to the Executive Committee the authority to make all
decisions for the Company in all matters other than those specifically
prohibited by the New Mexico Business Corporation Act. The Company has no Audit
Committee separate from the full board of Directors.
Management's Nominees for Election of Class B Director
The Board of Directors of the Company has nominated Mr. Sosimo S. Padilla, Mr.
Joe S. Chavez and Mr. Ray Mares, Jr., to for election as the Company's Class B
Directors, positions they currently hold. Each of them is running for the seat
he presently holds. Each of the nominees has consented to be nominated and to
serve if elected.
Sosimo Sanchez Padilla, Chairman of the Board of Directors, Vice President and
Assistant Secretary/Treasurer. Mr. Padilla has served as a Director since 1971
and has been the Chairman of the Board of Directors for the last 14 years and is
a member of the Company's Executive Committee. Mr. Padilla has been retired from
Albuquerque Publishing Company for more than 13 years. Mr. Padilla has served on
the State of New Mexico Border Research Institute Support Council and National
Association of Industrial and Office Properties; was Chairman of the New Mexico
Highway Commission from 1982 to 1986; served as a Trustee for the University of
Albuquerque; also served as a Director of the Westside Albuquerque Chamber of
Commerce; the Greater Albuquerque Chamber of Commerce, and the Albuquerque
Hispano Chamber of Commerce. Mr. Padilla was a founder of and for more than 20
years served as a Director of the Bank of New Mexico.
Joe S. Chavez, served as a Director since 1995 and as Secretary-Treasurer since
the retirement of Mr. David C. Armijo at the end of 2003. He is a member of the
Company's Executive Committee and Disclaimer Committee. Mr. Chavez served on the
Petroglyph National Monument Advisory Committee. For more than the past decade,
Mr. Chavez has been a co-owner of Regina's Dance Studio, a business specializing
in the sale of gymnastics equipment costume and ballet apparel and coordination
of dance performances and other functions. Mr. Chavez was employed as a Sales
Consultant with Casey Luna Ford. For more than the past nine years he has been
employed by Galles Chevrolet as sales manager and director of the used car
department. Mr. Chavez was instrumental in the incorporation and coordination of
EIQW (Employment Involvement and Quality of Work Life). Mr. Chavez was employed
for 20 years by Kimbell Co., OBA Foodway, as Manager Director of store
operations.
Ray Mares, Jr., was appointed by the Board of Directors in 2004 to fill the
vacancy created by the retirement of Dr. Carlos Saavedra. Mr. Mares is a
graduate of Rio Grande High School in Albuquerque. He is also a graduate of the
University of New Mexico where he received a Bachelor degree in Business. For
more than the past ten years, Mr. Mares has been the Owner/Manager of Briteway
Services in Albuquerque. Mr. Chavez served in the Naval Reserve as Front Line
Operations, Hydraulics Structural-Line Trouble Shooter
BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS
Continuing Class C Directors: Terms Expire in 2005
Troy K. Benavidez, this year was appointed by the Board of Directors to fill the
vacancy created by the retirement of Mr. David Armijo. Mr. Benavidez is a
graduate of Colorado College with a Bachelor degree in Economics. For the past
two years, Mr. Benavidez has been employed as the State Government Affairs
Manager for AstraZeneca Pharmaceuticals, LP, in Albuquerque, New Mexico. Prior
to that he served as the External Relations Director for the Honorable Jane M.
Swift, Governor of Massachusetts; as the Northern Regional Director for the
Honorable Pete V. Domenici, U. S. Senator for New Mexico; as Chief of Staff to
the Honorable Walter D. Bradley, Lt. Governor of New Mexico; and as Deputy Chief
of Staff for the Honorable Steven H. Schiff, U.S. Representative for the State
of New Mexico.
Josie G. Castillo, has been a Director since 1984, and served as the Company's
Treasurer from 1985 to 1989. She is the Chairman of the Company's Executive
Committee and is a member of the Company's Disclaimer Committee. From 1983 until
her retirement in 1995, she was employed by the Human Services Department of the
State of New Mexico in Albuquerque, New Mexico.
Georgia M. Baca, was appointed in 2004 by the Board of Directors to fill the
vacancy created by the death of Mr. Carmel Chavez. Ms. Baca has been employed by
Westland for more than the past 10 years. Ms. Baca is the Board's liaison with
shareholders as the Board's Shareholder Representative.
Continuing Class A Directors: Terms will expire in 2006
Barbara Page has been a Director, a member of the Executive Committee and
Westland's President and Chief Executive and Chief Financial Officer since 1989.
Ms. Page is a member of the Albuquerque Economic Forum, is a member of National
Association of Industrial and Office Properties, is a board member of
Albuquerque Economic Development Inc., and is also a member of the Albuquerque
Chamber of Commerce, the Albuquerque West Side Association, the Albuquerque
Hispano Chamber of Commerce and New Mexico Home Builders Association. Ms. Page
also serves on the Advisory Board of Eclipse Aviation, a corporation whose
business is the development of a new executive type aircraft to be manufactured
on Albuquerque's West Side.
Randolph M. Sanchez, this year was appointed by the Board of Directors to fill
the vacancy created by the retirement of Mr. Polecarpio Anaya. Mr. Sanchez holds
a B.S. degree in Business from Columbia College, Columbia, Missouri with
emphasis on shopping center management. For the past 8 years, Mr. Sanchez has
been the manager of Coronado Center in Albuquerque, and for the 3 years prior
thereto was the Marketing Director of that shopping center. Mr. Sanchez has also
been the manager of shopping centers located in New Jersey, North and South
Carolina and in Texas.
Charles V. Pena has been a Director since 1996. He is a member of the Company's
Executive and Disclaimer Committees. Mr. Pena retired from Safeway stores after
19 years in that employment. During part of that time, he was a member of the
Retail Clerk's Union where he sat on two negotiating committees and twice ran
for the Presidency of the Union. Mr. Pena attended the University of New Mexico
and the University of Albuquerque, majoring in business courses. Since 1993, Mr.
Pena owned and operated CJs New Mexican Food Restaurant in Albuquerque, New
Mexico until its sale in August of 2004.
Officers:
As stated above, Mr. Sosimo S. Padilla is the Chairman of the Board of
Directors, a Vice President and Assistant Secretary/Treasurer. Ms. Barbara Page
is the President, Chief Executive Officer and Chief Financial Officer, and Mr.
Joe Chavez is the Secretary-Treasurer for the Company. Other officers of the
Company are the following:
Leroy J. Chavez was appointed to the position of Vice President of Development
on April 26, 1996. The Company has employed Mr. Chavez since August 1984, with
his primary responsibility being the supervision of engineering and development
related to the Company's properties. Mr. Chavez' responsibilities include the
development of the Company's projects as well as the planning and zoning of its
land holdings. Mr. Chavez holds a B.S. degree from the University of New Mexico
in Civil Engineering. He is also the qualifying party for the Company's General
Contractor's License.
Brent Lesley was appointed to the position of Vice President of Marketing on
April 26, 1996. The Company has employed Mr. Lesley since May of 1986. Mr.
Lesley's responsibilities are centered on the sale of real property, from
undeveloped land to developed lots. Mr. Lesley's responsibilities also include
overseeing the acquisition of property for the Company's income property
portfolio and the procurement of project financing on both a construction and
permanent basis. Mr. Lesley holds a B.S. degree from Iowa State University and
an MBA degree from the University of New Mexico.
Fred Ambrogi was appointed to the position of Vice President in the Development
Division on December 30, 1999. Mr. Ambrogi has been a Company employee since
February 1993. Mr. Ambrogi's responsibilities primarily focus on the planning,
design, oversight and coordination of specific Company development projects,
including the negotiation, oversight and coordination of project related
engineering and construction contracts. Mr. Ambrogi holds a B.F.A. degree from
the University of New Mexico in Architecture. He has more than 24 years of
experience in land development.
Linda Blair was appointed to the position of Vice President in 2002. Ms. Blair
has been with the Company since 1985. She is the Company's Office Manager and
she has the responsibility of managing the Company's three cemeteries. Ms. Blair
graduated from Kent State University in 1972 with a B.A. degree in Spanish and
Sociology.
James B. Turk became the Company's Controller in March, 2004. Mr. Turk holds a
degree in Accounting from Adams State College. He was employed as an accountant
by Grant Thornton from 1989 until 1992. He has held the Chief Financial Officer
positions with Safe Car, Inc. (1992 to 1996), and Roses Southwest Papers, Inc.
(1996 to 2000), from 2000 until joining Westland's staff, Mr. Turk was a self
employed financial and technology consultant.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company's No Par Value Stock and its Class B Stock are its only classes of
voting securities outstanding. Only shareholders of record at the close of
business September 30, 2004, will be entitled to vote at the Annual Meeting and
at any adjournment thereof. On September 30, 2004, there were issued and
outstanding 709,830 shares of No Par Value Stock and 85,100 shares of Class B
Stock, each of which is entitled to one vote on each matter coming before the
Meeting.
Security Ownership of Certain Beneficial Owners and Management:
The following table sets forth, as of September 30, 2004, the beneficial
ownership of No Par Value Stock and Class B Stock by each nominee and each
present Director of the Company and by all officers and Directors as a group.
The information as to beneficial stock ownership is based on data furnished by
each person. Each person has sole voting and investment power as to all shares
unless otherwise indicated. No person is known by the Company to own
beneficially 5% or more of its issued and outstanding equity securities.
NOTE: "Beneficial ownership" of stock, as defined by the Securities and Exchange
Commission, includes stock which is not outstanding and not entitled to vote or
receive dividends, but which an individual has the right to acquire within 60
days pursuant to a vested stock option. There are no unexercised stock options
now issued or outstanding and there is no current intent by Management to issue
any options in the future.
NO PAR SHARES CLASS B SHARES
Amount Percent Amount Percent
and of and of
Nature of Class Nature of Class
Beneficial Beneficially Beneficial Beneficially
Ownership Owned Ownership Owned
CLASS "A" DIRECTORS
Barbara Page 2,647 * 11,800 13.87
Charles V. Pena 100 * 500 *
Randolph M. Sanchez 14 * 0 -
CLASS "B" DIRECTORS (1)
Sosimo S. Padilla 2,308(2) * 20,700 24.32
Joe S. Chavez 250 * 200 *
Ray Mares, Jr. 551 - 0 -
CLASS "C" DIRECTORS
Troy K. Benevidez 100 * 0 -
Josie Castillo 738 * 9,500 11.16
Georgia Baca 1,236 * 0 -
OFFICERS: (3)
Leroy J. Chavez 0 * 0 *
Brent Lesley 0 * 0 *
Fred Ambrogi 0 * 0 *
Linda Blair 0 * 0 *
James B. Turk 0 * 0 *
Directors and Officers
as a group (12 people) 7,944(1-3,*) 1.3 (1-3) 42,700 50.18
1) Each of the Class B Directors is Management's nominee for Director at the
Annual Meeting of Shareholders.
2) Of which, 46 shares are owned by Mr. Padilla's wife.
3) These officers are not lineal descendants of an incorporator of the Town of
Atrisco, New Mexico, and cannot own Company's shares. * Represents less
than 1% of the issued No Par value common shares. The total of all of the
No Par Shares and Class B Shares owned by the Company's Officers and
Directors as a group is approximately 6.37% of all such shares that might
be voted at the Annual Meeting of Shareholders.
Beneficial Ownership Reporting Requirements.
All Directors timely filed all required Forms 3 and Forms 4 relating to their
share ownership at the time they became Directors and to report the acquisition
or disposition of shares during the year.
The Executive Officers and the Directors of the Company are:
Name Position Age
Sosimo S. Padilla Chairman of the Board of Directors 74
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive Officer, 70
Chief Financial Officer, President
Officer President and Director
since July 25, 1989
Joe S. Chavez Secretary and Treasurer since 67
2004, Director 1995.
Josie Castillo Director since 1984 72
Charles V. Pena Director Since 1996 52
Georgia Baca Director since 2004 70
Troy K. Benevidez Director since 2004 37
Ray Mares, Jr. Director since 2004 54
Randolph M. Sanchez Director since 2004 43
Leroy J. Chavez Vice President of Development 43
since 1996
Brent Lesley Vice President of Marketing 44
since 1996
Fred Ambrogi Vice President in Development 54
since 1999
Linda Blair Vice President and Office Manager 53
James B. Turk Controller since 2004 40
Family relationships:
None of the Directors, nominees or other Officers of the Company is related (as
first cousins or closer) by blood, marriage or adoption to any other Director,
nominee, or Officer.
Meetings of the Board
The Board holds regular meetings monthly and special meetings as the business of
the Company requires. During the past fiscal year the Board held 11 regular
meetings, and one special meeting. All current Board members attended 90% of all
directors meetings during the period that they served as a Company Director.
Board Committees
The Company has no nominating or compensation committees, but does have an
Executive Committee consisting of Mr. Sosimo Sanchez Padilla, Ms. Barbara Page,
Mrs. Josie Castillo Mr. Joe Chavez and Mr. Charles Pena. Pursuant to the
Company's Bylaws, the Executive Committee performs those functions delegated to
it by the Board. The Executive Committee met 3 times during the past fiscal
year.
The Company has no Audit Committee. The entire board considers all audit and
financial matters.
The Company has an Insider Transfer Committee to review for fairness the
purchase or sale of its stock by board members of other insiders. Members of
this Committee are Mr. Joe S. Chavez, Mr. Charles V. Pena, and Mrs. Josie
Castillo.
ECS, Inc. (formerly El Campo Santo, Inc.)
ECS, Inc., is a wholly owned non-profit corporation that owns, manages and
operates 3 cemeteries maintained by the Company. The members of Westland's board
of directors are also the board of directors of this subsidiary.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the fiscal year ended June
30, 2004, 2003 and 2002, including bonuses and deferred cash compensation (if
any), of the certain Directors, the Company's Chief Executive Officer and the
three other highest paid executive officers:
SUMMARY COMPENSATION TABLE
Annual Compensation
(a) (b) (c) (d) (e)
Name and Other Annual
Principal Position Year Salary Bonus Compensation Other Compensation (5)
Barbara Page (1) (2) (5) 2004 $ 110,000 --- $ 16,083 $ 27,500 (5)
President, CEO and Director 2003 110,000 --- 13,967 148,380 (2) (5)
2002 110,000 --- 13,967 154,871 (2) (5)
Leroy J. Chavez (5) 2004 108,300 25,000 --- 19,995 (5)
Vice President of Development 2003 81,054 20,000 --- 13,407 (5)
2002 73,308 --- --- 9,530 (5)
Brent Lesley (5) 2004 104,206 25,000 --- 19,381 (5)
Vice President of Marketing 2003 75,458 20,000 --- 12,664 (5)
2002 60,916 --- --- 7,919 (5)
Fred Ambrogi (5) 2004 92,520 20,500 --- 16,953 (5)
Vice President 2003 64,457 20,000 --- 11,189 (5)
2002 59,726 --- --- 7,764 (5)
Linda Blair (5) 2004 69,322 20,500 --- 13,473 (5)
Vice President 2003 65,298 20,000 --- 8,719 (5)
2002 51,234 --- --- 6,660 (5)
Sosimo S. Padilla (1) (3) 2004 --- --- 53,781 ---
Chairman of the Board 2003 --- 52,906 47,776 12,408
of Directors 2002 --- --- 47,776 ---
Polecarpio (Lee) Anaya (deceased) 2004 --- --- 53,507 ---
Executive Vice President 2003 --- 52,906 47,776 ---
and Director 2002 --- --- 47,776 ---
- ----------------------------------------- ---------------- ------------- ---------- ------------------ --------------------------
1. Mr. Padilla is paid a Director's fee of $1,800 per month. Ms. Page is paid
a Director's fee of $1,500 per month.
2. Includes the Company paid premium on a life insurance policy owned by Ms.
Page and the income taxes thereon which the Company paid ($148,380 and
$154,918 for fiscal years ended 2003 and 2002, respectively).
3. Mr. Padilla is paid $50,000 per year pursuant to a consulting agreement.
4. Mr. Anaya retired during the year and was paid the equivalent of two years
of Director's fees based upon his $1,400 per month Director Fee.
5. Each of the above full time employees of the Company participates in a
Money Purchase Profit Sharing Deferred Compensation Plan (see "Pension
Plan" below). This plan provides that the Company will contribute an amount
equal to 15 - 25% of the employees annual Salary to their self directed
retirement accounts provided that the employee meets all other eligibility
requirements for the plan year.
Other than the officers listed above, no executive officer received $100,000 or
more in total annual compensation and bonuses at any time during the past three
fiscal years.
There were no options issued or outstanding at any time during the fiscal year
relating to the purchase of shares of any Class of the Company's securities by
members of the Board of Directors.
During fiscal 2003, with the exception of Ms. Page, each director was paid a
bonus. Mr. Padilla and Mr. Anaya each received $50,000 and the other directors
each received $25,000. No bonuses were paid to any Director during the current
fiscal year. In February of 2004, all director fees were increased to $1,500 per
month. Mr. Padilla and Mr. Joe Chavez are paid an additional fee of $300 per
month for their extra services as Chairman of the Board and as
Secretary-Treasurer, respectively.
Applicable New Mexico gross receipts taxes are added to all amounts paid to
directors.
The Company has no long-term compensation arrangements with its directors other
than those discussed herein.
Employment and Consulting Arrangements with Current Officers:
Since December of 1991 Ms. Page has been employed as the Company's President
under a renewable five-year employment agreement. If Ms. Page is involuntarily
terminated during the term of the agreement she shall be paid, in addition to
any salary earned to the date of such termination, an amount of cash equal to
six times the amount of her annual salary on the date of termination.
Mr. Padilla, the Company's Chairman is paid $50,000 per year for his services to
the Company under renewable five-year consulting agreements. If Mr. Padilla's
consulting agreement is involuntarily terminated during the term of the
agreement he is to be paid an amount of cash equal to six times the annual
compensation rate then in effect under the contract.
Each of Westland's Vice Presidents also has a three year employment agreement
with the Company providing that if they are involuntarily terminated each of
them will be paid an amount equal to one year's salary.
Certain Transactions with Members of Management and Directors:
The Company reimburses Management for their out of pocket expenses for lobbying
efforts that any of them may spend on behalf of the Company.
In 1995, the Company purchased for Ms. Page a $500,000 insurance policy on her
life with the beneficiaries being Ms. Page's heirs. Since 1995, the Company paid
a total of $189,600 in premiums. The applicable taxable portion of the premiums
were treated as income to Ms. Page and are reported herein in the discussion of
Ms. Page's total compensation during fiscal 2002 appearing in the Summary
Compensation Table.
During fiscal 2003, the Company's board of directors declared the bonuses that
are described in the Summary Compensation Table.
During fiscal 2004, the board of directors authorized a severance package for
any director who retired prior to December 31, 2003. The amount offered is an
amount equal to two years of the retiring director's annual director fees. Three
Directors accepted the offer and resigned.
Pension Plan:
Effective January 1, 1997, the Company established a Money Purchase Profit
Sharing Deferred Compensation Plan (the "97 Plan") and abandoned the SEP-IRA
plan, which it had established in 1991. No payments were made to the abandoned
plan after fiscal 1997. Under the '97 Plan, the Company contributed up to 15% of
the aggregate earnings of participating employees. During fiscal 2002, 2003 and
2004, $94,819, $124,224, and $151,172 respectively, were contributed by the
Company pursuant to the '97 Plan.
Ms. Page, Mr. Leroy J. Chavez, Mr. Lesley, Mr. Ambrogi, Mr. Turk and Ms. Blair
participate in all employee benefit plans and participate in any bonuses, which
may be declared by the Board of Directors.
LEGAL PROCEEDINGS
Other than ordinary routine litigation incidental to the Company's business, the
Company and/or members of its management are not currently parties in any legal
proceedings.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton LLP, certified public accountants, has provided services to the
Company during the past fiscal year, which included the audit of the Company's
Financial Statements included in the Annual Report to Shareholders on Form 10-
KSB. A representative of Grant Thornton LLP will be present at the Annual
Meeting, will be available to respond to appropriate questions concerning the
financial statements of the Company, and will have the opportunity to make a
statement if the representative desires to do so.
Audit Fees: The aggregate amount of fees billed in each of the last two fiscal
years for professional services rendered by Grant Thornton LLP, the
Company's principal accountants, for the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-QSB or services that are normally provided by Grant Thornton, LLP
in connection with statutory and regulatory filings or engagements was
$41,275 in fiscal 2003 and $41,150 in fiscal 2004.
Audit Related Fees: The aggregate amount of fees billed in each of the last two
fiscal years for assurance and related services by Grant Thornton LLP that
are reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported under Item 9(e)(1) of
Schedule 14A was $0 in fiscal 2003 and $0 in fiscal 2004.
Tax Fees: The aggregate amount of fees billed in each of the last two fiscal
years for professional services rendered by Grant Thornton LLP for tax
compliance, tax advice, and tax planning was $21,650 in fiscal 2003 and
$18,775 in fiscal 2004.
The services comprising the fees consisted of tax preparation and tax advisory
services.
All Other Fees: The aggregate amount of fees billed in each of the last two
fiscal years for products and services provided by Grant Thornton LLP,
other than services reported in Item 9(e)(1) through 9(e)(3) of Schedule
14A,was $7,586 in fiscal 2003 and $8,986 in fiscal 2004.
The products and services comprising the fees consisted of accounting research
and consultation advisory services.
The Board of Directors has not considered whether the provision of these
services is compatible with the principal accountant's independence.
PROXY MATERIALS FOR NEXT ANNUAL MEETING
Shareholder proposals for consideration at the next Annual Meeting, which the
Company expects to hold in September, October or November 2005, must be received
by the Company no later than June 30, 2004. In order for such proposals to be
included, they must be legal and must comply with the Rules and Regulations of
the Securities and Exchange Commission.
OTHER BUSINESS
The Board knows of no other business that is to be presented at the Annual
Meeting. However, if other matters should properly come before the Annual
Meeting, the persons named in the proxy will vote on those matters according to
their judgment.
By Order of the Board of Directors
JOE CHAVEZ, Secretary
Albuquerque New Mexico, September 30, 2004
ON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 2004, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND
THE SCHEDULES THERETO) TO ANY RECORD HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S
SHARES AS OF THE CLOSE OF BUSINESS ON OCTOBER 10, 2004. ANY EXHIBIT TO THE
ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE
REASONABLE EXPENSES OF FURNISHING THE EXHIBITS. ANY SUCH WRITTEN REQUEST SHOULD
BE ADDRESSED TO Mr. JOE CHAVEZ, SECRETARY, WESTLAND DEVELOPMENT CO., INC., 401
COORS BOULEVARD, N.W., ALBUQUERQUE, NEW MEXICO 87121.
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF WESTLAND DEVELOPMENT CO., INC. to be
held on November 19, 2004, at the Radisson Hotel, I-25 and Carlisle Blvd., NE,
Albuquerque, New Mexico at 8:00 a.m
This Proxy is solicited by Management. Management recommends that you vote "YES'
for the election of each Management Candidate.
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES, Sosimo S. Padilla and Barbara Page,
and each of them, each with the power to appoint his or her substitute, and
hereby authorize them to represent and to vote, as designated below, all of the
stock of Westland Development Co., Inc. owned of record by the undersigned on
September 30, 2004, at the 2004 Annual Meeting of Shareholders to be held on
November 19, 2004, and at any postponement(s) or adjournment(s) thereof, for the
election of three Class A Directors and to vote upon any other matters which may
properly come before the Meeting, subject to any directions in this proxy.
THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY ME FOR ANY PURPOSE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF SOSIMO S. PADILLA, JOE S. CHAVEZ AND RAY MARES, JR. AS
CLASS B DIRECTORS AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES HEREIN
ON ANY OTHER MATTER BROUGHT BEFORE THE MEETING.
1. ELECTION OF CLASS A DIRECTORS
VOTE MY STOCK FOR THE FOLLOWING THREE NOMINEES: [ ] ALL LISTED BELOW
OR FOR ONLY THE FOLLOWING:
[ ] SOSIMO S. PADILLA [ ] JOE S. CHAVEZ [ ] RAY MARES, JR.
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL CANDIDATES LISTED ABOVE.
2. OTHER MATTERS THAT MAY COME BEFORE THE MEETING
If any other matters are properly brought before the Meeting (or any
adjournments of the Meeting) the persons named as Proxies or their
substitutes are authorized to vote upon such other matters in their
discretion.
[ ] GRANTED
[ ] WITHHELD
Sign below as your name is printed below. If your name is not printed below,
sign your name as you normally sign your name and date your proxy.
__________________________________
Signature
DATE ____________________, 2004
__________________________________
Signature of co-owner (if applicable)
DATE ____________________, 2004
When signing as attorney, executor, administrator, trustee or guardian, please
identify the capacity of the signature. When signing for a corporation, please
sign in full the corporation's name by President or other authorized officer. If
signing for a partnership, please sign in the partnership name by authorized
person. If anyone other than the shareholder(s) named above is signing this
proxy, indicate the capacity in which you are signing.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. YOUR STOCK CANNOT BE VOTED UNLESS YOU VOTE IN PERSON AT THE ANNUAL
MEETING OR YOU RETURN A SIGNED AND DATED PROXY BY THE TIME OF VOTING AT THE
ANNUAL MEETING.