DEFA14A

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): May 30, 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 240.13e-4(c))

Item 8.01 Other Events.

On May 23, 2006, Westland Development Co., Inc. (“Westland”) received a preliminary acquisition proposal from SunCal Companies (“SunCal”) to acquire all of Westland’s outstanding shares of capital stock for $280.00 per share, a 5.2% increase over the price agreed upon in the Agreement and Plan of Merger entered into between Westland and SHNM Acquisition Corp. (“SHNM”) dated February 24, 2006, as amended (the “SHNM Merger Agreement”). On May 30, 2006, Westland’s board of directors received a second letter 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 $280.00 per share on terms nearly identical to the terms of the SHNM Merger Agreement with certain changes. This letter was updated on May 31, 2006. After a review of the terms of the proposal and consultation with Westland’s counsel, Westland’s board of directors determined that the SCC acquisition proposal was a “Superior Proposal” (as that term is defined in the SHNM Merger Agreement) and so informed SHNM. 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 12:00 New Mexico time on June 5, 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.

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

Forward Looking Statements

Statements about the expected timing, completion and effects of a merger and all other statements in this filing 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 any merger because of a number of factors, including the failure to obtain shareholder approval or the failure to satisfy other closing conditions. These factors, as they relate to the SHNM Merger Agreement, are more fully described in the definitive proxy statement filed with the SEC and mailed to Westland’s shareholders on April 24, 2006.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 1, 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 1, 2006	By:	/S/ Barbara Page
		Barbara Page
	Title:	President and C.E.O.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 1, 2006.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE –June 1, 2006

Albuquerque, June 1, 2006 – On June 1, 2006, Westland Development Co., Inc. announced that on May 30, 2006, it received an acquisition proposal from SunCal Companies of Irvine, California, offering to purchase all the outstanding shares of Westland common stock, through a merger with its subsidiary, SCC Acquisition Corp. (“SCC”), for a price of $280.00 per share. The proposal letter was updated on May 31, 2006.

After reviewing the terms of the proposal, Westland’s board of directors determined that the SCC offer was a “Superior Proposal” to the merger contemplated by the merger agreement, as amended, entered into by Westland and SHNM Acquisition Corp. (“SHNM”) on February 24, 2006, as that term is defined in that merger agreement. The merger agreement with SHNM provides for a payment of $266.23 in cash per share of issued and outstanding Westland common stock.

In light of the receipt of the “Superior Proposal”, under the terms of the merger agreement with SHNM, Westland must negotiate in good faith with SHNM to make such adjustments in the terms and conditions of the merger agreement such that the SCC offer would no longer constitute a “Superior Proposal”. Westland and SHNM have agreed that if SHNM does not agree to revise the merger agreement in a manner such that the SCC offer would no longer be considered a “Superior Proposal” by 12:00 New Mexico time on June 5, 2006, Westland may terminate the merger agreement with SHNM and 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 merger agreement with SHNM.

The other terms of the SCC offer are nearly identical to the merger agreement entered into with SHNM, but SCC’s offer provided that if a merger agreement is entered into between SCC and Westland: (i) SCC will reimburse Westland for up to $3 million of its expenses upon presentation of reasonable substantiating information; (ii) the surviving company in the merger will distribute to either Westland’s shareholders or a charitable trust, all of Westland’s oil and gas revenues, if any, from current leases, and 20% of Westland’s oil and gas revenues, if any, from future leases which come into existence after the completion of the merger; (iii) SCC will be entitled to $5 million in liquidated damages if SCC terminates that agreement because of Westland’s breach of the representations, warranties or covenants and such breach results in damages to SCC in excess of $500,000; and (iv) Westland will be permitted to enter into contracts related to future development of the Petroglyphs in the ordinary course of business provided any such contract would not result in liabilities in excess of $1 million and was competitively bid by at least two third parties. Additionally, SCC’s offer proposes to increase the termination fee payable in connection with a termination of a merger agreement in certain circumstances from $5 million to $10 million.

The time, date and place of the Special Meeting of Shareholders relating to the merger agreement with SHNM, as well as the election of three Class C directors, have not changed. The Special Meeting is still scheduled to be held on Thursday, June 8, 2006, at 9:00 A.M. New Mexico time, at the Hotel Albuquerque (formerly Sheraton Old Town), 800 Rio Grande Blvd., N.W., Albuquerque, New Mexico 87104. In light of the developments with respect to the merger agreement announced today, however, Westland intends to mail additional proxy materials to its shareholders to provide an update with respect to recent developments. If the merger agreement with SHNM is not appropriately amended and Westland ultimately enters into a new merger agreement with SCC, Westland expects that the vote relating to the SHNM merger agreement will not occur, and new proxy materials relating to the SCC merger agreement will be distributed with respect to a new Shareholder Meeting date. If the merger agreement with SHNM is not terminated, Westland currently intends to take appropriate action at the Special Meeting of Shareholders to adjourn the meeting so as to allow shareholders sufficient time to be provided with additional materials containing updated disclosure. In this case, Westland shareholders that have already submitted a proxy in favor of the merger with SHNM, may revoke their proxy at any time prior to the meeting, or any adjournment or postponement thereof. Regardless of the outcome with respect to the merger agreement with SHNM, Westland does not believe a vote with respect to any merger agreement will occur on June 8, 2006, though Westland intends to proceed with the election of directors at the Special Meeting of Shareholders at its scheduled time on such date.

The Proxy Statement

A DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER WITH SHNM WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAILED TO WESTLAND’S SHAREHOLDERS ON APRIL 24, 2006. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTAL MATERIALS FILED AND MAILED BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement and other relevant materials and 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, as they relate to the merger agreement with SHNM, are more fully described in the definitive proxy statement filed with the SEC and mailed to Westland’s shareholders on April 24, 2006.