Microsoft Word 10.0.2627;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 October 31, 2003
The Annual Meeting of Shareholders of WESTLAND DEVELOPMENT CO., INC.
(the "Company") will be held on October 31, 2003, at the
Sheraton Old Town, 800 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 A 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 15, 2003, 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 15, 2003
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 October 31,
2003, in the Sheraton Old Town, 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 1,
2003, 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 15, 2003, 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 A Directors, to terms that will expire in
2006.
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 A Directors to
each serve a three-year term ending at the annual meeting of shareholders to be
held in 2006. Following is a description of each of the Company's nominees for
election as Class A 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 ESC, 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 A Director
The Board of Directors of the Company has nominated Ms. Barbara Page, Mr.
Polecarpio (Lee) Anaya and Mr. Charles V. Pena to continue representing the
Company as Class A Directors, positions they currently hold. 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.
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.
Polecarpio (Lee) Anaya 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 has been a Director since 1996. He is 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 CJs New Mexican Food Restaurant in Albuquerque, New
Mexico.
BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS.
Continuing Class B Directors: Terms will expire in 2004
Sosimo Sanchez Padilla 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 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.
Carlos Saavedra has served as a Director since 1989. Dr. Saavedra is a member 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 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 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.
Mr. Chavez served in the Naval Reserve as Front Line Operations, Hydraulics
Structural-Line Trouble Shooter.
Continuing Class C Directors: Terms Expire in 2005*
David C. Armijo 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&B Licenses as well as an Aircraft
Radio Telephone License.
Josie G. Castillo, 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.
* Mr. Carmel Chavez, who was reelected as a Class C Director at the last
annual meeting of shareholders, died during fiscal year 2003. He served as
a Director from inception of the Company in 1967 to the day of his death.
He was a signer of the Proposal for Conversion of Town of Atrisco to
Westland Development Co., Inc. and was one of the Company's incorporators.
He served the Company in many capacities and will be sorely missed. At the
date of this Statement, no person has been nominated or appointed to
replace Mr. Chavez on the Board to serve out the time remaining on his
term of office.
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 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.
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 15, 2003, will be entitled to vote at the Annual Meeting and
at any adjournment thereof. On September 15, 2003, there were issued and
outstanding 712,530 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 15, 2003, 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 (1)
Barbara Page 2,647 * 11,800 13.87
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Polecarpio (Lee) Anaya 70 * 500 *
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(2) * 20,700 24.32
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 * 0 *
220 Tohatchi, N.W.
Albuquerque, N.M. 87104
CLASS "C"' DIRECTORS
David C. Armijo 3,132 * 5,500 6.46
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Josie Castillo 738 * 9,500 11.16
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
OFFICERS:
Leroy J. Chavez (3) 0 * 0 *
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Brent Lesley (3) 0 * 0 *
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Fred Ambrogi (3) 0 * 0 *
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Linda Blair (3) 0 * 0 *
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121
Directors and Officers
as a group (12 people) 9,386(1-3,*) 1.3 (1-3) 48,700 57.23
1) Each of the Class A 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 8.12% 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 73
since July 25, 1989,
Director since 1971
Barbara Page President, Chief Executive 69
Officer President and Director
since July 25, 1989
Polecarpio (Lee) Anaya Executive Vice President and Director 72
since July 25, 1989
David C. Armijo Secretary and Treasurer since 86
July 25, 1989, Director
since 1976.
Josie G. Castillo Director since 1984 71
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 42
since 1996
Brent Lesley Vice President of Marketing 43
since 1996
Fred Ambrogi Vice President in Development 53
since 1999
Linda Blair Vice President and Office Manager 52
Mr. Carmel Chavez, who had served as a Director since the Company was
incorporated as a for profit corporation in 1967, died during the year. At the
time of this Statement no one had been nominated or appointed by the Board of
Directors to replace Mr. Chavez and to fill out the time remaining in his term.
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, with the exception of Mr.
Anaya who was ill during part of the year, attended 90% of all directors
meetings. Mr. Anaya attended at least 75% of the meetings. Mr. Carmel Chavez
attended all but one meeting held prior to his death.
Board Committees
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, and Mrs. Josie Castillo. 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.
The Company has no Audit Committee and 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, 2003, 2002 and 2001, 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 ($) ($) ($) ($)
- ---------- ---- ---- --- ----- -----
Barbara Page (1)(2) ......... 2003 110,000 -- 13,967 148,380
President, CEO and Director . 2002 110,000 -- 13,967 154,871
2001 110,000 -- 13,967 7,918
Leroy J. Chavez ............. 2003 81,054 20,000 -- --
Vice President of ........... 2002 73,308 -- -- --
Development ................. 2001 59,701 17,700 -- --
Polecarpio (Lee) Anaya (1)(3) 2003 -- 52,906 47,776 13,408
Executive Vice President .... 2002 -- -- 47,776 --
and Director ................ 2001 -- -- 47,776 --
Sosimo S. Padilla (l)(3) .... 2003 -- 52,906 47,776 --
Chairman of the Board ....... 2002 -- -- 47,776 --
of Directors ................ 2001 -- -- 47,776 --
- -------------------
1) Mr. Padilla and Mr. Anaya are each paid a Director's fee of $1,400 per
month. Ms. Page is paid a Director's fee of $ 1,100 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.
3) Mr. Padilla and Mr. Anaya are each paid $30,000 per year pursuant to
consulting agreements.
No executive officer other than Ms. Page and Mr. Chavez 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.
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. The Board of Directors offered Ms. Page a substantial
increase in annual salary, which she declined.
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, 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 three 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
Al-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 $11,520 in commissions
for the placement of the Company's insurance in fiscal 2003.
The Company reimburses Management for their out of pocket expenses for lobbying
effort that any of them may spend 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 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 2003 appearing in the Summary
Compensation Table.
During the year the Company's board of directors declared themselves the bonuses
that are described in the Summary Compensation Table.
Following the end of the fiscal year, the board of directors authorized a
severance package for any director who retired as a director. The amount offered
is an amount equal to two years of the retiring directors annual director fees.
As of September 15, 2003, no director had accepted the offer. The offer will
expire at the board of directors meeting to be held in October of 2003.
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 2001, 2002 and
2003, $107,078, $94,819 and $124,224, 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 audit of the Company's
financial statements included in the 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 the Company by Grant Thornton LLP in regards to the year
ended June 30, 2003 for audit of the Company's annual financial statements and
review of those financial statements included in the Company's quarterly reports
on Form 10-Q totaled $41,275 in 2003 and $32,050 in 2002.
Other Fees:
Fees billed to the Company by Grant Thornton LLP during the 2003 fiscal year for
tax-related services, totaled $21,650. In 2002, these fees were $11,090.
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 2004, 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 "I vote on those matters according to
their judgment.
By Order of the Board of Directors
DAVID C. ARMJO, Secretary
Albuquerque New Mexico, September 15, 2003
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, 2003, 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 SEPTEMBER 15, 2003. 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 October 31, 2003, at the Sheraton Old Town, 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 September 15, 2003, at the 2003 Annual Meeting of
Shareholders to be held on October 31, 2003, 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 BARBARA PAGE, POLECARPIO (LEE) ANAYA AND CHARLES V.
PENA AS CLASS A 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: BARBARA PAGE,
POLECARPIO (LEE) ANAYA AND CHARLES V. PENA.
[ ] 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) 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 ____________________ 2003
- -------------------------
Signature of co-owner (if applicable)
DATE _________________________ 2003
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.