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 18, 2002
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC.
(the "Company") will be held on November 18, 2002, at the Rio Grande Inn, in the
Aztec Room, 1015 Rio Grande Blvd., N.W., Albuquerque, New Mexico 87104, at
8:00 a.m., New Mexico time, to act upon the following:
1. To elect three Class C 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, 2002, 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, September 30, 2002
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 18,
2002, at the Rio Grande Inn, in the Aztec Room, 1015 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 10,
2002, 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 September 30, 2002, 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 C 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 C Directors to
each serve a three-year term. Following is a description of each of the
Company's nominees for election as Class C 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 various Committees
and/or positions with El Campo Santo, Inc., identified below as members of the
Company's Audit Committee, Executive Committee and as Directors of 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 areas other than those specifically
prohibited by the New Mexico Business Corporation Act and except those overseen
by the Audit Committee as required by the Public Company Accounting Reform and
Investor Protection Act of 2002.
Management's Nominees for Election of Class C Directors
The Board of Directors of the Company has nominated David C. Armijo, Josie G.
Castillo, and Carmel Chavez for the positions of Class C Directors. Each of them
is a current Class C Director and each of them is running for the seat he or she
presently holds. Each of the nominees has consented to be nominated and to serve
if elected.
David C. Armijo, age 85, 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 70, has been a Director since 1984, and served as the
Company's Treasurer from 1985 to 1989. She 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 83, 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.
BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS.
Continuing Class A Directors: Terms Expire in 2003
Barbara Page, age 68, 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 a member 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. 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.
Polecarpio (Lee) Anaya, age 71, has been a Director, the Company's Executive
Vice President and Assistant Secretary/Treasurer since 1989. Mr. Anaya has
served as Chairman of the Executive Committee since 1989. 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 51, 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 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
has owned and operated CJ's New Mexican Food Restaurant in Albuquerque,
New Mexico.
Continuing Class B Directors: Terms will expire in 2004
Sosimo Sanchez Padilla, age 72, 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 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 the present, he has
served as a Director of the Hispano Chamber of Commerce in Albuquerque.
Carlos Saavedra, age 76, has served as a Director since 1989. Dr. Saavedra is
the Chairman of El Campo Santo, Inc., and of the Company's Disclaimer Committee.
Dr. Saavedra served in the military during the Korean War and received an
honorable discharge from service. Dr. Saavedra has served as 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 65, 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 three years has been
employed by Galles Chevrolet. Mr. Chavez was employed for 20 years by Kimbell
Co., OBA Foodway, as Manager Director of store operations. Mr. Chavez served in
the Naval Reserve as Front Line Operations, Hydraulics Structural-Line Trouble
Shooter.
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 41 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 42 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 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, age 52, 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, age 51, 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.
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, 2002, will be entitled to vote at the Annual Meeting and
at any adjournment thereof. On September 30, 2002, 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 September 30, 2002, 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 * 11,800(2) 13.71
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Polecarpio (Lee) Anaya 70 * 500(2) *
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
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 (1)
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
Linda Blair (4) * * * *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121
Directors and Officers
as a group (13 people) 10,003(1-3,*) 1.4 (1-3) 54,400 63.18
- -------------
1) Each of the Class C 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 and in
April of 2002 she purchased an additional 500 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 72
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 68
Officer President and Director
since July 25, 1989
Polecarpio (Lee) Anaya Executive Vice President and Director 71
since July 25, 1989
David C. Armijo Secretary and Treasurer since 85
July 25, 1989, Director since 1976.
Josie G. Castillo Director since 1984 70
Carmel Chavez Director since 1967 83
Joe S. Chavez Director since 1995 65
Charles V. Pena Director Since 1996 51
Carlos Saavedra Director since 1989 76
Leroy J. Chavez Vice President of Development since 1996 41
Brent Lesley Vice President of Marketing since 1996 42
Fred Ambrogi Vice President in Development since 1999 52
Linda Blair Vice President and Office Manager 51
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.
Board Committees
The Board recently established an Audit Committee. Its members are Dr. Carlos
Saavedra and Mrs. Josie G. Castillo. The Company also recently established 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. The Company has
no nominating or compensation committees, but does have an Executive Committee
consisting of Mr. Sosimo Sanchez Padilla, Mr. Polecarpio (Lee) Anaya, Ms.
Barbara Page, Mrs. Josie Castillo and Mr. 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 will not, in the future, perform any Audit Committee functions. The
Executive Committee did not meet during the past fiscal year.
El Campo Santo, Inc.
Carmel Chavez, Charles Pena and Dr. Saavedra also serve as Directors of El Campo
Santo, Inc., a wholly owned non-profit corporation that owns, manages and
operates 3 cemeteries maintained by the Company. Dr. Saavadra serves as
Chairman and Mr. Chavez serves as Vice Chairman. These Directors held four
meetings during the year, which were attended by all Board members.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the fiscal year ended June
30, 2002, 2001 and 2000, 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
(e)
(a) (b) (c) (d) Other (f)
Name and Annual Other
Principal Salary Bonus Compensation Compensation
Position Year ($) ($)(1) ($) ($)
- -------- ---- ------ ------ ------------ ------------
Barbara Page (1) 2002 110,000 --- 13,967 93,015
President, CEO and Director 2001 110,000 --- 13,967 26,878
2000 110,000 --- 13,951 29,378
Polecarpio (Lee) Anaya (1)(2) 2002 --- --- 47,776 ---
Executive Vice President 2001 --- --- 47,756 ---
and Director 2000 --- --- 47,756 ---
Sosimo S. Padilla(1)(2) 2002 --- --- 47,776 ---
Chairman of the Board 2001 --- --- 47,756 ---
of Directors 2000 --- --- 47,756 ---
David C. Armijo(1) 2002 --- --- 18,276 ---
Secretary and Director 2001 --- --- 18,276 ---
2000 --- --- 20,556 ---
- -----------------
1) Mr. Padilla, Mr. Anaya, Mr. Armijo and Dr. Saavedra are each paid a
Director's fee of $1,400 per month. Ms. Page and each of the Company's other
Directors are paid a Director's fee of $1,100 per month.
2) Mr. Padilla and Mr. Anaya are each paid $30,000 per year pursuant to
consulting agreements.
3) Includes premiums paid on insurance policies owned by Ms. Page and value of
personal use of a company vehicle.
No executive officer except Ms. Page received $100,000 or more in total annual
compensation and bonuses 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.
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, 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:
During fiscal 1990, the Company appointed Mr. David C. Armijo's California
all-risk agency as its broker to obtain all of the Company's insurance. Mr.
Armijo has held a non-resident broker's license to sell insurance in the State
of New Mexico since 1962. That agency received a total of $5,200 in commissions
for the placement of the Company's insurance in fiscal 2002.
During fiscal 2000 the Company paid Dr. Carlos Saavedra $3,500 for lobbying
before the New Mexico Legislature on behalf of the Company. No subsequent
payments have been made for such activities, although the Company has reimbursed
management for their out of pocket expenses for such efforts on behalf of the
Company.
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.
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 premiums have been treated as income to Ms.
Page and are reported herein in the discussion of Ms. Pages total compensation
appearing the Summary Compensation Table.
For a number of years, the Company has owned a membership in the Albuquerque
Country Club which has been used by Mr. Padilla for Company business. During the
time that Mr. Padilla has used the membership, he has incurred certain expenses
that have not been supported by receipts as being for Company business. The
total of those charges over the past four years has been $6,379. The Company has
tried to sell this membership, but has not been able to find a buyer.
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 2000, 2001 and
2002, $88,831, $107,078 and $94,819, respectively, were contributed by the
Company pursuant to the '97 Plan.
Ms. Page, Mr. Leroy J. Chavez, Mr. Lesley, Mr. Ambrogi 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 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, 2002 for audit of our annual financial statements and review of those
financial statements included in our quarterly reports on Form 10-Q totaled
$36,710.
Other Fees:
Fees billed to us by Grant Thornton LLP during the 2002 fiscal year for
tax-related services, totaled $18,420. The audit committee 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 2003, must be received
by the Company no later than June 30, 2003. 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, Secretary
Albuquerque New Mexico, September 30, 2002
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, 2002, 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 WESTLAND DEVELOPMENT CO., INC. to be
held on November 18, 2002, at the Rio Grande Inn, in the Aztec Room, 1015 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 September 30, 2002, at the 2002 Annual Meeting of
Shareholders to be held on November 18, 2002, and at any postponement(s) or
adjournment(s) thereof, for the election of three Class C 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 DAVID C. ARMIJO, JOSIE G. CASTILLO AND CARMEL CHAVEZ
AS CLASS C 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: DAVID C. ARMIJO, JOSIE G.
CASTILLO AND CARMEL 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 Nominee's 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 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 _________________________________, 2002
__________________________________________
Signature of co-owner (if applicable)
DATE _________________________________, 2002
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 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.