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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12
WESTLAND DEVELOPMENT CO., INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) 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:
................................................................................
The following materials are intended to be released to security holders on
October 26, 2001.
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 29, 2001
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC. (the
"Company") will be held on November 29, 2001, at the Sheraton Old Town, in the
Franciscan Room, 800 Rio Grande Blvd., N.W., 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 October 12, 2001, 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
DAVID C. ARMIJO, Secretary
Albuquerque, New Mexico, October 12, 2001
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 29,
2001, at the Sheraton Old Town, in the Franciscan Room, 800 Rio Grande Blvd.,
N.W., 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
26, 2001, 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 $7.00 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 October 12, 2001, 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. Unless other instructions are given, votes will be cast:
1. For the election of the three Class B Directors. 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, canvass 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. The Board of Directors of the Company has
nominated Sosimo Sanchez Padilla, Carlos Saavedra and Joe S. Chavez to be the
Company's nominees for the positions of Class B Directors. Each of them is a
current Class B Director and 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. Certain Directors are identified below as members of the Company's
Executive Committee and as Directors and Officers of El Campo Santo, Inc., which
is a New Mexico nonprofit corporation. The Company established El Campo Santo,
Inc. and donated cemetery lands to it to be operated for the benefit of the
Atrisco heirs. Certain Directors also serve as members of the Company's
Disclaimer Committee, a committee established to review whether the Company will
disclaim or litigate third party claims of ownership of lands now or formerly
owned by the Company. The Company's Board of Directors has delegated to the
Executive Committee the authority to make all decisions for the Company in all
areas other than those specifically prohibited by the New Mexico Business
Corporation Act.
Nominees for Class B Directors: Terms will expire in 2004
Sosimo Sanchez Padilla, age 71, is Chairman of the Board of Directors. Mr.
Padilla has served as a Director since 1971 and has been the Chairman of the
Board of Directors for the last nine years and is a member of the Company's
Executive Committee. Mr. Padilla has been retired from Albuquerque Publishing
Company for more than the past 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. In March of 1995, he
became a Director of Rancher's State Bank. From 1996 to 2000, he served as a
Director of the Hispano Chamber of Commerce in Albuquerque.
Carlos Saavedra, age 75, has served as a Director since 1989. Dr. Saavedra is
the Chairman of the Company's Disclaimer Committee and Chairman of the Board of
Directors of El Campo Santo, Inc. He was a member of the Historic Research
Committee for the Petroglyph National Monument, the National Advisory Board on
Child Nutrition, the Ethnic Heritage Studies Task Force, the Board of Directors
of the La Compania de Teatro de Alburquerque and the Albuquerque Westside
Coalition of Businesses. He holds degrees as follows: B.S. in Education, M.A. in
School Administration, Ed.S. in Bilingual Education, and Ed.D. in linguistics.
Until his retirement in 1985, he was employed as a teacher, administrator and
consultant for school systems in New Mexico, Colorado and California, and served
as a consultant to the Ministries of Education in Caracas, Venezuela and
Cochabamba, Bolivia. Dr. Saavedra received a Presidential Citation for Service
Beyond the Call of Duty and is listed in the Who's Who of American Education.
From 1989 to 2000 Dr. Saavedra owned and operated Aspen Country Florist in
Albuquerque.
Joe S. Chavez, age 64, has served as a Director since 1995. He is a member of
the Company's Disclaimer Committee. Mr. Chavez served on the Petroglyph National
Monument Advisory Committee. For more than the past 5 years, 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 and for more than the past six years has been employed by
Galles Chevrolet as sales manager. Mr. Chavez was employed for 20 years by
Kimbell Co., DBA Foodway, as Manager Director of store operations. 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 A Directors: Terms Expire in 2003
Barbara Page, age 67, has been a Director, a member of the Executive Committee
and the Registrant'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 on the board of
Albuquerque Economic Development Inc., 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.
Polecarpio (Lee) Anaya, age 70, has been a Director, the Company's Executive
Vice President and Assistant Secretary/Treasurer. Mr. Anaya has served as
Chairman of the Executive Committee since 1989 and is an alternate member of the
Board of Directors of El Campo Santo, Inc. Mr. Anaya served as a member of the
Town of Atrisco Board of Trustees from 1954 through 1959. From 1958 until his
retirement in March of 1996, Mr. Anaya owned and operated Lee's Conoco and Lee's
American Parts in Albuquerque.
Charles V. Pena, age 50, has been a Director since 1996. He is a member of the
board of directors of El Campo Santo, Inc., and a member of the Company's
Disclaimer Committee. Mr. Pena retired from Safeway stores after 20 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 1992, Mr. Pena
has owned and operated CJ's New Mexican Food Restaurant in Albuquerque, New
Mexico.
Continuing Class C Directors: Terms Expire in 2002.
David C. Armijo, age 84, has been a Director since 1976 and Secretary and
Treasurer since 1989. Mr. Armijo is President and Chairman of the Board of
California All Risk Insurance Agency, Inc., in Los Angeles, California. He is a
member of the Board of Directors of the Lockheed Martin Aircraft Overseas
Association, the San Gabriel Valley Medical Center, Planning Commissioner for
the City of San Gabriel, California, and Chairman of the Finance and Insurance
Committee of the Garibaldina Society of California. Mr. Armijo holds a Bachelor
of Arts Degree in Business Administration from the University of California at
Berkeley. During World War II, Mr. Armijo was assigned as Civilian Technician to
the Eighth Air Force in Europe, and subsequently as Eastern Representative for
Lockheed. Mr. Armijo is a licensed pilot. Mr. Armijo holds A&E Licenses as well
as an Air Craft Radio Telephone License.
Josie G. Castillo, age 69, has been a Director since 1984, and served as the
Company's Treasurer from 1985 to 1989. She is the Chairman of the board of
directors of El Campo Santo, Inc. and is a member of the Company's Disclaimer
Committee. Mrs. Castillo is a member of the Company's Executive 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.
Carmel Chavez, age 82, has been a Director since 1967, the time of conversion of
the Town of Atrisco to Westland. He is one of the signers of the Proposal for
Conversion of Town of Atrisco to Westland Development Co., Inc. and was one of
the Company's incorporators. He is the Vice-Chairman of El Campo Santo, Inc. and
is a member of the Company's Executive Committee and Disclaimer Committee. Until
his retirement in 1983, Mr. Chavez had been employed for 27 years by the
Albuquerque Public Schools as head custodian.
Officers:
As stated above, Mr. Sosimo S. Padilla is the Chairman of the Board of
Directors, Ms. Barbara Page is the President, Chief Executive Officer and Chief
Financial Officer, Mr. Lee Anaya is the Executive Vice President and Assistant
Secretary/Treasurer, and Mr. David C. Armijo is the Secretary/Treasurer for the
Company. Other officers of the Company are the following:
Leroy J. Chavez, age 40 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, age 41 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 raw land to developed lots. Mr. Lesley's responsibilities also include
overseeing the acquisition of property for the Company's 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, age 50, 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 23
years of experience in land development.
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 October 12, 2001, will be entitled to vote at the Annual Meeting and at
any adjournment thereof. On October 2, 2001, there were issued and outstanding
714,841 shares of No Par Value Stock and 86,100 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 October 2, 2001, 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 (1)(2)
---------- ------------ ---------- ------------
CLASS "A" DIRECTORS
Barbara Page 2,647 * 11,300(2) 13.12
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Polecarpio (Lee) Anaya 70 * 1,000(2) 1.16
1815 Sunset Gardens Rd., S.W.
Albuquerque, N.M. 87105
Charles V. Pena 100 * 500 *
2312 Britt St., N.E.
Albuquerque, N.M. 87112
CLASS "B" DIRECTORS (1)
Sosimo S. Padilla 2,308(3) * 20,700 24.04
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Joe S. Chavez 250 * 200 *
3901 Donald Rd., S.W.
Albuquerque, N.M. 87105
Carlos Saavedra 141 * * *
220 Tohatchi, N.W.
Albuquerque, N.M. 87104
CLASS "C" DIRECTORS
David C. Armijo 3,132 * 5,000 5.81
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Josie Castillo 738 * 10,000 11.61
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Carmel Chavez 617 * 5,700 6.62
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
OFFICERS:
Leroy J. Chavez (4) * * * *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121
Brent Lesley (4) * * * *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121
Fred Ambrogi (4) * * * *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121
Directors and Officers
as a group (11 people) 10,003(1-3) 1.4 (1-3) 54,400 63.18
-------------
1) Each of the Class B Directors is a Management's nominee for Director at the
Annual Meeting of Shareholders.
2) In July of 2001, Ms. Page purchased 1000 Class B shares from Mr. Anaya.
3) Of which, 46 shares are owned by Mr. Padilla's wife.
4) 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 8.04% 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 4 relating to and 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 71
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 67
Officer President and Director
since July 25, 1989
Polecarpio (Lee) Anaya Executive Vice President and Director 70
since July 25, 1989
David C. Armijo Secretary and Treasurer since 84
July 25, 1989, Director since 1976.
Josie G. Castillo Director since 1984 69
Carmel Chavez Director since 1967 82
Joe S. Chavez Director since 1995 64
Charles V. Pena Director Since 1996 50
Carlos Saavedra Director since 1989 75
Leroy J. Chavez Vice President of Development since 1996 40
Brent Lesley Vice President of Marketing since 1996 41
Fred Ambrogi Vice President in Development since 1999 50
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 12
regular meetings, and one special meeting. All Board members attended at least
85% of the meetings.
The Board has no audit, nominating or compensation committees, but does
have an Executive Committee consisting of Sosimo Sanchez Padilla, Polecarpio
(Lee) Anaya, Barbara Page, Josie Castillo and Carmel Chavez, with an alternate
being Dr. Carlos Saavedra. Pursuant to the Company's Bylaws, the Executive
Committee performs those functions delegated to it by the Board. The Executive
Committee did not meet during the past fiscal year.
Carlos Saavedra, Carmel Chavez and Charles Pena also serve as Directors and
Lee Anaya serves as an alternate Director of El Campo Santo, Inc., a wholly
owned non-profit corporation that manages and operates 3 cemeteries maintained
by the Company. Dr. Saavedra and Mr. Chavez also serve as Chairman and Vice
Chairman, respectively.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the fiscal year ended June
30, 2001, 2000 and 1999, 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)
Other
Name and Annual
Principal Salary Bonus Compensation
Position Year ($) ($)(1) ($)
-------- ---- ----------- ------ ------------
Barbara Page (1) 2001 110,000 --- 13,967
President, CEO and Director 2000 110,000 --- 13,951
1999 138,550 (4) --- 13,967
Polecarpio (Lee) Anaya (1)(2) 2001 --- --- 47,776
Executive Vice President 2000 --- --- 47,756
and Director 1999 --- --- 47,776
Sosimo S. Padilla(1)(2) 2001 --- --- 47,776
Chairman of the Board 2000 --- --- 47,756
of Directors 1999 --- --- 47,776
David C. Armijo(1)(3) 2001 --- --- 18,276
Secretary and Director 2000 --- --- 20,556
1999 --- --- 18,876
-----------------
1) Mr. Padilla, Mr. Anaya, Mr. Armijo and Dr. Saavedra are each paid a
Directors fee of $1,400 per month. Ms. Page and each of the Company's other
Directors are paid a Directors fee of $1,100 per month.
2) Mr. Padilla and Mr. Anaya are each paid $30,000 per year pursuant to
consulting agreements.
3) Does not include payments made to Mr. Armijo's insurance agency, if any, by
the insurance carrier as commissions from policies owned by the Company.
4) No executive officer other than Ms. Page received $100,000 or more in total
annual compensation and bonuses during the fiscal year.
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.
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 1989 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, and Mr. Anaya, the Company's Executive
Vice President, are each paid $30,000 per year for their services to the Company
under renewable five year consulting agreements. If either Mr. Padilla's or Mr.
Anaya's consulting agreement is involuntarily terminated during the term of the
agreement, the person so terminated shall 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 have one year agreements 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:
Mr. David C. Armijo's California all-risk agency is the Company's broker to
obtain Directors' and Officers' Liability insurance. Mr. Armijo holds a
non-resident broker's license to sell insurance in the State of New Mexico. That
agency received a total of $9,250 in 2000 and $-0- in 2001 in commissions for
the placement of the Company's insurance.
During fiscal 2000 and 2001, the Company compensated Dr. Carlos Saavedra
for lobbying before the New Mexico Legislature on behalf of the Company. The
total compensation to Dr. Saavedra for this work was $3,500 in 2000 and $-0- in
2001.
Directors were paid during the year the following amount as director's
fees: Mr. Padilla, Mr. Anaya, Dr. Saavedra and Mr. Armijo were paid Director's
fees of $1,400 per month and each other Director received a Director's fee of
$1,100 per month.
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 1999, 2000 and
2001, $121,197, $88,831 and $107,078, respectively, were contributed by the
Company pursuant to the `97 Plan.
Ms. Page, Mr. Leroy J. Chavez, Mr. Lesley and Mr. Ambrogi participate in
all employee benefit plans and Mr. Chavez, Mr. Lesley and Mr. Ambrogi
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 examination of the
Company's Annual Report to Shareholders and Annual Report 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:
Audit fees billed to us by Grant Thornton LLP in regards to the year ended
June 30, 2001 for audit of our annual financial statements and review of those
financial statements included in our quarterly reports on Form 10-Q totaled
$32,050.
Other Fees:
Fees billed to us by Grant Thornton LLP during the 2001 fiscal year for all
other nonaudit services, including tax-related services, totaled $11,090.
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 2001, must be
received by the Company no later than June 30, 2001. 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
David C. Armijo
DAVID C. ARMIJO, Secretary
Albuquerque New Mexico, October 12, 2001
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, 2001, 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 2, 2001. 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 DAVID C. ARMIJO, SECRETARY, WESTLAND DEVELOPMENT CO., INC., 401
COORS BOULEVARD, N.W., ALBUQUERQUE, NEW MEXICO 87121.
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF SHAREHOLDERS OF WESTLAND DEVELOPMENT
CO., INC. to be held on November 29, 2001, at the Sheraton Old Town, in the
Franciscan, 800 Rio Grande Blvd., N.W., 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, Barbara Page, and Polecarpio (Lee) Anaya, 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 October
12, 2001, at the 2001 Annual Meeting of Shareholders to be held on November 29,
2001, and at any postponement(s) or adjournment(s) thereof, for the election of
three Class B 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, CARLOS SAAVEDRA AND JOE S. CHAVEZ
AS THE COMPANY'S 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 DIRECTORS
[__] VOTE MY STOCK FOR THE FOLLOWING THREE NOMINEES: SOSIMO S. PADILLA, CARLOS
SAAVEDRA AND JOE S. CHAVEZ
[__] WITHHOLD AUTHORITY TO VOTE FOR ALL CANDIDATES LISTED ABOVE.
INSTRUCTIONS: If you do not want your stock voted for any individual listed
above, line through that Nominees name.
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) in their discretion, 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 appears on the label. If there is no label, sign your
name as you normally sign your name and date your proxy.
------------------------------------------
Signature
DATE _________________________________, 2001
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Signature of co-owner (if applicable)
DATE _________________________________, 2001
When signing as attorney, executor, administrator, trustee or guardian, please
sign title as such. If a corporation, please sign in full the corporation's name
by President or other authorized officer. If a partnership, please sign in the
partnership name by authorized person. If anyone other than the shareholder(s)
named on the above label 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.