8-K 1 d8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2830, 2006

WESTLAND DEVELOPMENT CO., INC.

(Exact Name of Registrant as Specified in Its Charter)

New Mexico

(State or Other Jurisdiction of Incorporation)


0-7775		85-0165021
(Commission File Number)		(IRS Employer Identification No.)

401 Coors Blvd., NW Albuquerque, New Mexico		87121
(Address of Principal Executive Offices)		(Zip Code)

(505) 831-9600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Reports)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

xo Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ox Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

~~The~~On ~~Inspector~~June of6, ~~Elections~~2006, ~~has~~Westland ~~reported~~Development ~~the~~Co., ~~final~~Inc. ~~results~~(“Westland”) received a new proposal from SunCal Companies (“SunCal”) to acquire all outstanding shares of ~~the~~Westland ~~vote~~common stock for ~~and~~$308.00 ~~against~~per share, a 1% increase over the ~~candidates~~price ~~for~~agreed ~~election~~upon asin ~~Westland's~~the ~~Class~~Amended Cand ~~directors~~Restated ~~held~~Agreement atand Plan of Merger entered into between Westland’s ~~Special~~and ~~Meeting~~SHNM ofAcquisition ~~Shareholders~~Corp. (“SHNM”) on June 85, 2006 ~~The~~(the ~~candidates~~“SHNM ~~are~~Merger ~~listed~~Agreement”). SunCal’s inoffer ~~the~~also ~~order~~proposed ofa ~~nomination.~~structure ~~The~~through ~~Inspector~~which ofthe ~~Elections~~current ~~reported~~Westland ~~that~~shareholders could participate in a ~~total~~portion of ~~666~~the benefits,~~026~~ ~~shares~~if ~~had~~any, ~~been~~from ~~voted~~future exploration for ~~the~~oil, ~~various~~gas ~~nominees~~and ~~for~~other ~~election~~minerals ~~and~~that ~~the~~might ~~votes~~be ~~cast~~found ~~for~~on Westland’s lands. On June 13, 2006, Westland’s board of directors determined that the ~~nominees~~SunCal ~~were~~proposal was an "Acquisition Proposal" as ~~follows:~~defined in the SHNM Merger Agreement and informed SHNM of that decision.

~~Shares~~On ~~Voted~~June ~~For~~26, 2006, Westland’s board of directors received a second letter from SunCal, and on June 30, 2006 Westland received additional materials from SunCal, formally offering (the “SunCal Offer”) to acquire, through a merger with SCC Acquisition Corp., a subsidiary of SunCal (“SCC”), all of the outstanding shares of Westland’s common stock at a price of $315.00 per share, a 3% increase to the price agreed upon in the SHNM Merger Agreement, and proposing that upon closing Westland would convey 100% of all rents, royalties and other benefits under Westland's existing oil and gas leases and 50% percent of all mineral rights, including oil and gas, owned by Westland to a New Mexico limited liability company to be named Atrisco Oil & Gas LLC, to be owned pro rata by the current Westland shareholders in the same percentages that they now own in Westland. The balance of the SunCal offer was nearly identical to the terms of the SHNM Merger Agreement with certain changes.

~~Managements~~On June 30, 2006, after a review of the terms of the SunCal Offer and consultation with Westland’s ~~Nominees~~counsel, Westland’s board of directors determined that the SunCal Offer was a “Superior Proposal” (as that term is defined in Section 6.7 of the SHNM Merger Agreement) and so informed SHNM.

Josie C. Castillo	510,088
Georgia M. Baca	522,984
Troy K. Benavidez	504,338

Westland and SHNM have agreed that if SHNM does not agree to revise the SHNM Merger Agreement in a manner such that the SCC Offer would no longer be considered a “Superior Proposal” by the close of Westland’s business at 5:00 p.m. on July 17, 2006, Westland may terminate the SHNM Merger Agreement and Westland will be free to enter into a definitive agreement with SCC, subject to the payment of the requisite termination fee and return of amounts deposited with Westland pursuant to the SHNM Merger Agreement.

~~Nominations~~Westland’s ~~from~~press release relating to the ~~floor:~~SunCal Offer is attached as Exhibit 99.1 hereto and incorporated herein by this reference.

Ana Maria Vigil	462
Candido Armijo	201
Dr. Richard Griego	3,972
Eva Rita Jaramillo	0
George C. Baca	2,060
Gloria Gonzales	713
James Aranda	24,118
Jerome Padilla	23,212
Jose Maria Perea	716
Judge Tim Garcia	1,140
Karen Quintana	555
Martin Herrera	21,998
Myra Armijo Costa (Caster)*	165
Peter P. Armijo	1,714

Forward Looking Statements

*Statements ~~Myra~~about M.the ~~Armijo~~expected ~~Costa~~timing, ~~was~~completion ~~recorded~~and aseffects ~~having~~of ~~been~~a ~~nominated~~merger ~~from~~and all other statements in this filing other than historical facts constitute forward-looking statements within the ~~floor~~meaning atof the ~~meeting~~safe harbor provisions of ~~shareholders~~the Private Securities Litigation Reform Act of 1995. ItReaders ~~appears~~are ~~that~~cautioned ~~the~~not ~~name~~to ~~was~~place ~~recorded~~undue inreliance ~~error~~on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the ~~name~~following cautionary statements. All forward-looking statements speak only as of the ~~nominee~~date ~~was~~hereof ~~Myra~~and M.are ~~Armijo~~based ~~Caster.~~ on current expectations and involve a

~~Ms.~~number ~~Castillo~~of assumptions, ~~Mrs.~~risks ~~Baca~~ and Mruncertainties that could cause the actual results to differ materially from such forward-looking statements. ~~Benavidez~~Westland ~~were~~may ~~reelected~~not be able to ~~the~~complete ~~seats~~any onmerger ~~the~~because ~~board~~of ~~that~~a ~~each~~number of ~~them~~factors, ~~held~~including ~~prior~~the failure to obtain shareholder approval or the ~~election~~failure to satisfy other closing conditions.

Westland’s press release relating to the report of the Election Inspectors is attached as Exhibit 99.1 hereto and incorporated herein by this reference.

Item 9.01.

Financial Statements and Exhibits.

99.1 Press release announcing results of election of directors dated June 28, 2006.


Exhibit No.		Description

99.1		Press Release dated July 5, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTLAND DEVELOPMENT CO., INC.
Dated: June 28, 2006	By:	/S/ Barbara Page
Dated: July 5, 2006	By:	/S/ Barbara Page
		Barbara Page
	Title:	President and C.E.O.

EXHIBIT INDEX

Exhibit No. Description


Exhibit No.		Description

99.1		Press Release dated July 5, 2006.

99.1 Press release announcing results of election of directors dated June 28, 2006.

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