DFAN14A 1 ddfan14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant ¨   Filed by a Party other than the Registrant x

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Proxy Statement

 

x  Definitive Additional Materials

 

¨  Soliciting Material Pursuant to Section 240.14a-12

 

 

WESTLAND DEVELOPMENT CO., INC.


(Name of Registrant as Specified In Its Charter)

 

 

SCC ACQUISITION CORP.


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)  Title of each class of securities to which transaction applies:
 
  (2)  Aggregate number of securities to which transaction applies:
 
  (3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
  (4)  Proposed maximum aggregate value of transaction:
 
  (5)  Total fee paid:
 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)  Amount Previously Paid:
 
  (2)  Form, Schedule or Registration Statement No.:
 
  (3)  Filing Party:
 
  (4)  Date Filed:
 

 


SunCal New Mexico

A Legacy Embraced

 

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First, a Word from the SEC…

 

  This presentation does not constitute a solicitation by Westland or its board of directors or executive officers of any approval or action of its stockholders. Westland has filed a definitive proxy statement and other relevant documents concerning the proposed transaction with SunCal and the SEC. Westland’s stockholders are urged to read the definitive proxy statement and any other relevant documents filed with the SEC because they will contain important information on the proposed transaction. You will be able to obtain the documents filed with the SEC free of charge at the Web site maintained by the SEC, www.sec.gov. In addition, Westland’s stockholders and investors may obtain free copies of such documents filed with the SEC by contacting Robert Simon of Westland at (505) 831-9600 or by written request mailed to Westland Development Co., Inc., 401 Coors Blvd., NW, Albuquerque, New Mexico 87121, Attention: Robert Simon.

 

  Westland and its directors and executive officers 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, are contained in the definitive proxy statement.

 

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The SunCal Story

 

  Family-Owned Company

 

  70 Years of Experience

 

  What We Do:

 

    Acquire land

 

    Design a community masterplan

 

    Obtain necessary approvals

 

    Prepare lots; build parks, roads and necessary infrastructure

 

    Sell finished lots to homebuilders and commercial builders

 

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The SunCal Story

 

    Largest Privately Held Community Developer in the West

 

    120,000 lots in various stages of development

 

    Involved in more than 70 master-planned communities

 

    More than 400 employees

 

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The SunCal Story

 

  Experienced in Large-Scale Community Development

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    SummerWind Ranch will nearly double the size of Calimesa, CA

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    Waterman Junction will nearly triple the size of Barstow, CA

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    Ketchum Ranch will increase the population of Jacumba, CA seven-fold

 

    All these communities will provide a wealth of local benefits to improve and enhance economic development and quality of life

 

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The SunCal Story

 

  SunCal’s Privately Held Status

 

    Long-term Perspective

 

    Motivated by long-term success, not short-term reported earnings

 

    Financial Strength

 

    Excellent reputation on Wall Street

 

    Ability to Seek What Will Work Best For:

 

    Atrisco Heirs

 

    Surrounding neighbors

 

    Future residents

 

    City/County

 

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The SunCal Story

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  Environmental & Cultural Sensitivity

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    Clustering homes to maximize open space preservation

 

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The SunCal Story

 

  Environmental & Cultural Sensitivity

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    Clustering homes to maximize open space preservation

 

    Preserve and celebrate cultural and historical resources

 

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The SunCal Story

 

  Environmental & Cultural Sensitivity

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    Clustering homes to maximize open space preservation

 

    Preserve and celebrate cultural and historical resources

 

    Recycled water; dual-plumbing system; native landscaping

 

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The SunCal Story

 

  Environmental & Cultural Sensitivity

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    Clustering homes to maximize open space preservation

 

    Preserve and celebrate cultural and historical resources

 

    Recycled water; dual-plumbing system; native landscaping

 

    Solar power

 

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The SunCal Story

 

  Environmental & Cultural Sensitivity

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    Clustering homes to maximize open space preservation

 

    Preserve and celebrate cultural and historical resources

 

    Recycled water; dual-plumbing system; native landscaping

 

    Solar power

 

    Innovative runoff control systems

 

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The SunCal Story

 

  Community Participation

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    “Inclusive Planning Process” to engage the local community and obtain valuable insight

 

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The SunCal Story

 

  Community Participation

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    “Inclusive Planning Process” to engage the local community and obtain valuable insight

 

    Communicate our plans; be available to answer questions

 

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The SunCal Story

 

  Community Participation

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    “Inclusive Planning Process” to engage the local community and obtain valuable insight

 

    Communicate our plans; be available to answer questions

 

    Support local organizations and activities

 

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The SunCal Story

 

  Enhanced Quality of Life

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    New shopping and entertainment opportunities

 

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The SunCal Story

 

  Enhanced Quality of Life

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    New shopping and entertainment opportunities

 

    Jobs/homes balance

 

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The SunCal Story

 

  Enhanced Quality of Life

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    New shopping and entertainment opportunities

 

    Jobs/homes balance

 

    New home choices

 

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The SunCal Story

 

  Enhanced Quality of Life

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    New shopping and entertainment opportunities

 

    Jobs/homes balance

 

    New home choices

 

    Funding for schools, city services

 

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The SunCal Story

 

  Enhanced Quality of Life

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    New shopping and entertainment opportunities

 

    Jobs/homes balance

 

    New home choices

 

    Funding for schools, city services

 

    Transportation improvements

 

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The SunCal Story

 

  Enhanced Quality of Life

 

    New shopping and entertainment opportunities

 

    Jobs/homes balance

 

    New home choices

 

    Funding for schools, city services

 

    Transportation improvements

 

    Economic Development

 

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The SunCal Story

 

  Provide Recreational Opportunities

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    Parks

 

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The SunCal Story

 

  Provide Recreational Opportunities

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    Parks

 

    Hiking, biking and equestrian trails

 

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The SunCal Story

 

  Provide Recreational Opportunities

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    Parks

 

    Hiking, biking and equestrian trails

 

    State-of-the-art recreation centers

 

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The SunCal Story

 

  Provide Recreational Opportunities

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    Parks

 

    Hiking, biking and equestrian trails

 

    State-of-the-art recreation centers

 

    World-class golf courses

 

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The SunCal Story

 

  Provide Recreational Opportunities

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    Parks

 

    Hiking, biking and equestrian trails

 

    State-of-the-art recreation centers

 

    World-class golf courses

 

    Equestrian facilities

 

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The SunCal Story

 

  Provide Recreational Opportunities

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    Parks

 

    Hiking, biking and equestrian trails

 

    State-of-the-art recreation centers

 

    World-class golf courses

 

    Equestrian facilities

 

    Lakes

 

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Our Balanced Proposal

 

1. A Strong Financial Package

 

2. Atrisco Heritage Preserved

 

3. Smart Growth for Albuquerque’s West Side

 

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A Strong Financial Package

 

  $315 per share (approx. $250 million total)

 

  Formation of Atrisco Oil & Gas LLC (AO&G)

 

  One share of AO&G for each share of Westland common stock owned

 

  100% of the rights under Westland’s two existing oil and gas leases

 

  50% interest in all future oil, gas and other mineral rights of Westland

 

  Realization of a centuries-old investment

 

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Atrisco

Heritage Preserved

 

    Formation of the Atrisco Heritage Foundation

 

    $1 million annually for 100 years

 

    $2 million provided to Foundation at closing

 

    Foundation would establish cultural & educational programs

 

    Foundation board would be comprised primarily of heirs

 

    Realizing the early vision of the Atrisco ancestors

 

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Smart Growth for

Albuquerque’s West Side

 

    Albuquerque’s recent accolades

 

    Region’s growth is headed west

 

    New homes, jobs, entertainment and recreation opportunities will help Albuquerque and Bernalillo County realize its full potential

 

    Benefits of a single sale

 

    Benefits of master-planning

 

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Shareholder Vote on the Merger

 

  Proxy process regulated by the Securities & Exchange Commission (SEC)

 

  Shareholders of both classes of common stock must approve sale by a two-thirds majority

 

  How to vote:

 

    Voting by proxy (through the mail)

 

    Westland proxy statement mailed to shareholders on September 22

 

    Ballot must be received before November 4 to be counted

 

    This is the easiest way to ensure your voice will be heard

 

    Voting in person

 

    Attend Westland’s shareholder meeting on November 6, 10 a.m., at the Albuquerque Convention Center’s Kiva Auditorium

 

  Each share of both classes of stock represents one vote

 

  Votes not cast counted as “no” votes

 

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Timeline of Events

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* Funds would be distributed promptly following the closing of the sale and upon return of your stock certificates to Mellon. Please wait for Mellon to send you the forms to do so, including forms if you have lost your certificates.

 

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What this Means for Westland

 

  Corporate Structure

 

    Westland would continue to exist following the merger, but would no longer be owned by Westland’s current shareholders

 

    Westland would become a subsidiary of a SunCal affiliate

 

    SunCal executives would become directors of Westland following the merger

 

  Westland Employees

 

    SunCal would need a host of local employees with the experience and expertise held by many Westland staffers

 

    SunCal would continue to employ Westland staff at their current compensation and benefit levels (as of July 19, 2006) for not less than 12 months following the merger

 

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Three Reasons to Approve the

SunCal Proposal

 

  A Strong Financial Package

 

  Atrisco Heritage Preserved

 

  Smart Growth for Albuquerque’s West Side

 

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SunCal New Mexico

A Legacy Embraced

Thank you for your time.

 

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www.SunCalNM.com

(888) 809-5211

 

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