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): April 5, 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):

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

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

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

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

Item 1.01 Entry Into a Material Definitive Agreement

On April 5, 2006, Westland Development Co., Inc. (“Westland”) and SHNM Acquisition Corp. (“SHNM”) entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”) entered into between Westland and SHNM on February 24, 2006. Pursuant to the Amendment, the merger consideration to be received by Westland shareholders in the merger was increased from $255.00 pt $266.23 per share in cash.

Under the original terms of the Merger Agreement, SHNM agreed to pay approximately $212 million in the aggregate to acquire Westland, or $255 per share. However, at the time the Merger Agreement was executed, it was believed that 35,000 additional shares of Westland common stock would be issued to Westland’s board of directors pursuant to board resolutions that provide for the issuance of these shares upon a threatened change in control. These resolutions were adopted as a defensive measure to deter an attempted hostile takeover of Westland. After executing the Merger Agreement, Westland’s board of directors determined that the merger did not meet the requirements of the resolutions granting the additional shares. As a result, Westland and SHNM agreed to amend the Merger Agreement to clarify that such shares will not be issued in connection with the merger and reapportion the merger consideration that would have otherwise been paid to the directors in respect of the 35,000 shares to all Westland shareholders, increasing the per share purchase price to $266.23 per share.

In addition, the Amendment amended the Merger Agreement to provide that (a) the surviving company in the merger would, to the extent permitted by law, honor a prior determination made under Westland’s bylaws that advancement of litigation expenses for, and indemnification of, Westland’s current directors and officers is proper, (b) the surviving company would indemnify Westland’s directors and officers who served as such after September 30, 2005 to the extent described in Westland’s amended and restated bylaws following the completion of the merger and (c) that Westland would pay the premiums to renew, increase and/or extend Westland’s existing director’s and officer’s liability insurance or purchase a “run off” policy for six years after the completion of the merger with a maximum amount of at least $10 million.

The Amendment also amends one of the termination provisions in the Merger Agreement to provide that if Westland has not held a special shareholders meeting to vote on the Merger Agreement by June 1, 2006, either party may elect to extend the Merger Agreement up to an additional 45 days in order to allow for the shareholders meeting to be held.

The Merger Agreement continues to require the affirmative vote of the owners of 2/3 of Westland’s outstanding no par value common stock and Westland’s Class B common stock, each voting as a separate class .

2

The information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 hereto, and by this reference made a part hereof.

In connection with the merger, Westland filed preliminary proxy materials related to the Merger Agreement with the Securities Exchange Commission (“SEC”). Upon completion of the SEC review, the proxy materials will be mailed to the shareholders of record as of a record date yet to be determined and will state the date, time and location of the special shareholders’ meeting at which the Merger Agreement will be considered and voted upon. At the special shareholders’ meeting, Westland shareholders will also vote upon the election of three directors who, pursuant to Westland’s articles of incorporation and bylaws, are up for re-election at this time.

Forward-Looking Statements

Statements about the expected timing, completion and effects of the merger and all other statements in this release other than historical facts constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Westland may not be able to complete the merger on the terms described above or other acceptable terms or at all because of a number of factors, including the failure to obtain shareholder approval or the failure to satisfy the other closing conditions. These factors will be more fully described in the proxy statement.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
2.1	Amendment No. 1 to the Agreement and Plan of Merger, dated April 5, 2006, by and among Westland Development Co., Inc. and SHNM Acquisition Corp.
99.1	April 7, 2006 Press Release filed with this Form 8-K Current Report.

3

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: April 7, 2006	By:	/S/    BARBARA PAGE
		Barbara Page Title: President

4

EX-2.1

EXHIBIT 2.1

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of April 5, 2006 is made by and among Westland Development Co., Inc., a New Mexico corporation (the “Company”), and SHNM Acquisition Corp., a Delaware corporation (“Acquiror”).

RECITALS

WHEREAS, the Company and Acquiror have entered into that certain Agreement and Plan of Merger (the “Original Agreement” and as amended by this Amendment, the “Merger Agreement”) dated as of February 24, 2006.

WHEREAS, pursuant to Section 3.2 of the Original Agreement, Acquiror (a) acknowledged that pursuant to the action of the Board of Directors, the Change in Control Shares would be issued to the directors upon a change in control of the Company, (b) the Change in Control Shares would be issued to the directors on the Closing Date, immediately prior to the Closing; and (c) the Cash Merger Consideration would be paid for all of the Shares, including the Change in Control Shares.

WHEREAS, the Board of Directors has determined that (a) the requirements for the issuance of the Change in Control Shares will not be met by the actions and transactions contemplated by the Original Agreement and (b) in light of the foregoing, the Change in Control Shares will not be issued in connection with the transactions contemplated by the Original Agreement.

WHEREAS, the Company and Acquiror have agreed to make certain clarifying modifications to the “Termination Date” mechanic contained in the Original Agreement.

WHEREAS, in accordance with Section 8.4 of the Original Agreement, the parties which to amend certain terms and provisions of the Original Agreement in light of the foregoing resolutions.

AGREEMENT

NOW THEREFORE, in consideration of the premises and the mutual terms, conditions and agreements set forth herein, the parties hereto hereby agree as follows:

1. References. Capitalized terms used in this Amendment but not otherwise defined herein, shall have the meanings given to them in the Original Agreement.

2. Amendment of Definitions. The definition of “Change in Control Shares” shall be deleted from Article I.

3. Amendment of Article 3.

(a) Section 3.1(a) shall be amended to change the reference to “Two Hundred Fifty-Five Dollars ($255.00) in cash, without interest (the “Cash Merger Consideration”)” to “Two Hundred Sixty-Six and 23/100 Dollars ($266.23) in cash, without interest (the “Cash Merger Consideration”)”.

(b) Section 3.2 of the Original Agreement shall be amended to read in its entirety as follows:

3.2 Adjustment of Cash Merger Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the number of issued and outstanding Shares is increased, decreased, reclassified or otherwise changed by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Cash Merger Consideration and any other dependent items will be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action and as so adjusted will, from and after the date of such event, be the Cash Merger Consideration or other dependent item, subject to further adjustment in accordance with this sentence.

4. Amendment of Article 4. Section 4.5(a) of the Original Agreement shall be amended to read in its entirety as follows:

(a) The authorized capital stock of the Company consists of 736,668 shares of No Par Common Stock and 491,112 shares of Class B Common Stock. As of the date of this Agreement, (i) 709,827 shares of No Par Common Stock and 85,100 shares of Class B Common Stock, were issued and outstanding, for a total of 794,927 Shares; and (ii) no Shares were held in the treasury of the Company or by any of the Company Subsidiaries or Nonprofit Organizations. All outstanding Shares are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights, purchase option, call, right of first refusal or similar rights. There are no outstanding shares, options, warrants, calls, stock appreciation rights or other rights or commitments (including rights to receive any interest in the Company in connection with the transactions contemplated hereby) or any other agreements of any character relating to dividend rights or to the sale, issuance or voting of or the granting of rights to acquire, any shares of capital stock or voting securities of the Company, or any securities or obligations convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or voting securities of the Company.

5. Amendment of Article 5. The following new Section 5.7 shall be added to the Original Agreement at the end of Article 5 thereof:

5.7 No Knowledge of Oil and Gas. As of the date hereof, (i) Acquiror has made no independent investigation with respect to the existence of any oil, gas or other hydrocarbon deposits on or under the Real Property and (ii) except as has been disclosed to Acquiror by the Company, Acquiror has no actual knowledge of the existence of any oil, gas or other hydrocarbon deposits on or under the Real Property.

6. Amendment of Article 6.

(a) Section 6.1(a) of the Original Agreement shall be amended to read in its entirety as follows:

(a) purchase, redeem or otherwise acquire its capital stock, or issue, grant, sell, transfer, authorize or encumber any shares of capital stock, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock, or enter into any agreement, understanding or arrangement with respect to the voting of its capital stock;

(b) Section 6.10 of the Original Agreement shall be amended to read in its entirety as follows:

6.10 Directors’ and Officers’ Liability Insurance; Continued Indemnity. Prior to the Closing Date, the Company will fully pay the applicable premiums to renew, increase and/or extend the Company’s existing directors’ and officers’ liability insurance policy or policies (or

purchase a “run off” policy) (the “Policies”) to provide continuing liability coverage to the directors and officers of the Company immediately prior to the Effective Time for claims made against such officers and/or directors for actions taken by or omitted to be taken by them prior to the Closing Date (a) for period of six years following the Closing Date and (b) with a maximum amount of at least $10,000,000. Acquiror acknowledges and agrees that, regardless of whether the Closing occurs, the Company (or the Surviving Corporation) shall indemnify the directors and officers of the Company who served the Company in that capacity at any time after September 30, 2005 to the extent described in the indemnification provisions set forth in the amended and restated bylaws of the Surviving Corporation in the form attached hereto as Exhibit B. Acquiror further acknowledges and agrees that the Company (or the Surviving Corporation) shall, to the extent permitted by applicable Law, honor a prior determination made under the Company bylaws in effect as of September 30, 2005, that advancement of litigation defense expenses and indemnification of the current directors and officers is proper.

7. Amendment of Article 8. Section 8.1(c) of the Original Agreement shall be amended to read in its entirety as follows:

(c) by any party if the Effective Time has not occurred on or before the earlier of (i) June 1, 2006, or (ii) the date on which the conditions to such party’s obligations as set forth in Article VII become incapable of being satisfied, unless such condition is waived by such party (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 8.1(c) will not be available to the party seeking to terminate if the failure of the Effective Time to occur on or before the Termination Date is the result of such party’s breach of any representation or covenant contained in this Agreement or the failure of such party to use its reasonable efforts to satisfy the conditions precedent to the obligation of the other party to consummate the transactions contemplated by this Agreement; provided, further, however, that if the Shareholders Meeting has not occurred by the Termination Date, then either party (so long as such party is not in breach of this Agreement) may elect to extend the Termination Date in order to provide for the holding of the Shareholders Meeting, but in no event shall the Termination Date be extended past July 15, 2006.

8. Representations. The parties hereto have all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder (including the transactions as contemplated by the Merger Agreement).

9. No Further Amendment. Except as expressly amended hereby the Original Agreement shall be and remain in full force and effect, notwithstanding this Amendment.

10. Governing Law. This Amendment and the legal relations between the parties will be governed by, and construed in accordance with, the laws of the State of Delaware.

[signature page follows]

IN WITNESS WHEREOF, the Company and Acquiror have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

WESTLAND DEVELOPMENT CO., INC.
By:	/s/ BARBARA PAGE
	Name:	Barbara Page
	Title:	President and CEO
SHNM ACQUISITION CORP.
By:	/s/ FREDERICK CHIN
Name:	Frederick Chin
Title:	COO

EX-99.1

EXHIBIT 99.1

News Release

Westland Development Co., Inc.

FOR IMMEDIATE RELEASE	Contact:	Barbara Page
		505-831-9600
		800-726-3250

Westland Purchase Price Increases to $266 Per Share

Westland files preliminary proxy materials related to the merger

Albuquerque, April 7, 2006 – On April 7, 2006 Westland Development Co., Inc. (Westland) announced that it had amended its merger agreement with SHNM Acquisition Corp. (SHNM) to increase the consideration to be received by Westland shareholders from $255.00 to $266.23 in cash per share. Westland also announced that it had filed preliminary proxy materials with the Securities Exchange Commission (SEC) regarding the merger.

The merger agreement determines that SHNM will create and fund a trust for charitable programs to promote and preserve the ancestral and cultural heritage of Westland’s shareholders. The foundation will preserve the history of the Atrisco Land Grant, the town of the Atrisco Land Holding Corporation, and Westland’s real property and also serve the local community. SHNM has agreed to fund the trust with a donation of $1 million per year for 100 years.

“It is important to SHNM to uphold the culture and traditions of the Atrisco heritage,” said Frederick Chin, Chief Operating Officer of SHNM. “We understand that this land has a rich history in New Mexico which we plan to honor.”

Barbara Page, President and CEO of Westland said, “Throughout this process Westland will be communicating with shareholders regarding the merger and the shareholder vote. Westland’s Board has unanimously approved of the merger agreement, but we feel that it is important that all shareholders have the information they need to make the best decision for their families and the company.”

The Proxy Statement

WESTLAND SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. When available, the proxy statement and other relevant materials and any other documents filed by Westland with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of such documents filed with the SEC by contacting Westland Development Co., Inc., Robert Simon, at (505) 831-9600 or by written request mailed to Westland Development Co., Inc., Robert Simon, 401 Coors Blvd, NW, Albuquerque, NM 87121.

Westland and its executive officers and directors and other persons may be deemed to be participating in the solicitation of proxies in connection with the Merger. Other information regarding the participants in the proxy solicitation and a description of their interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.

Forward-Looking Statements

Statements about the expected timing, completion and effects of the merger and all other statements in this release other than historical facts constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Westland may not be able to complete the merger on the terms described above or other acceptable terms or at all because of a number of factors, including the failure to obtain shareholder approval or the failure to satisfy the other closing conditions. These factors will be more fully described in the proxy statement.