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.