The vote on the fate of Westland Development draws near
by Christie Chisholm, Weekly Alibi, May 18, 2006
To say that Westland Development is a piece of land is to say the United States is nothing more than divided earth. To say that the fate of Westland will help sculpt the future of Albuquerque also does not give it justice. To say the company’s proposition is historic, monumental, a deal that could not only permanently affect the region but also the lives of thousands and generations to come edges closer to the truth. To say that Westland Development is a living piece of heritage whose destiny is teetering precipitously on the outcome of a few thousand votes is to call it what it is: a past, a present and a potential.
For those who have not heard of Westland Development, or who do not know much about it, I recommend some light reading [Newscity, “Land Swap,” Sept. 1-7, 2005; Feature, “A Place by the Water,” Dec. 15-21, 2005; Newscity, “The End of the Beginning,” March 30-April 5, 2006].
In the meantime, here’s the abridged version: Westland Development, which was incorporated from the more than 300-year-old Atrisco Land Grant in 1967, announced last August that it planned to sell its 57,000 acres of land directly and immediately west of Albuquerque. The original buyer, ANM Holdings, has since changed and is now the Las Vegas-based Sedora Holdings, a company owned by Jim Rhodes, one of the largest residential developers in the Southwest. The current price tag on the deal: $311 million, which would be primarily distributed to shareholders at $266.23 a share. Westland’s nine-member board of directors stands to make more than $26 million collectively from the deal.
Before the sale can go through, it must be approved by Westland’s 6,000-plus shareholders, all of whom are Atrisco heirs. Votes were supposed to be made for the annual shareholder meeting, which was scheduled to take place November of last year. However, the meeting was rescheduled and rescheduled again, and is now set for June 8.
The potential sale of Westland has elicited passionate responses from all corners of the issue. Some shareholders see the sale as a way to finally get something back from a relatively stagnant company. Others see the potential sale as a pawning off of their heritage and birthright. Now that a resolution may be in sight for the conflict with a date for the vote in place, tensions are broiling.
On April 25, proxy statements and ballots were sent to all Westland shareholders outlining the details of the proposed sale. Yet some shareholders are worried about what they see. James Aranda, cofounder of the Concerned Heirs of Atrisco, a group formed to stop the potential sale, says there are several issues with the proxy that raise red flags for him and his group.
Aranda says the proxy is misleading in some ways; namely, he refers to the fact that the proxy and the merger agreement which is cited in the proxy differ in their guidelines on how votes for the sale will be counted. In the proxy, it states that if a shareholder doesn’t cast a vote, his or her vote will automatically count against the sale. The merger agreement, on the other hand, states that if a vote isn’t cast, it will automatically go toward the sale—a difference that could determine the outcome of the election.
Additionally, Aranda and the Concerned Heirs are troubled by the fact that Westland will be tallying all the votes themselves, instead of a third party.
“For us, it raises questions,” he says. “[Westland] could tamper with the votes—our biggest concern right now is voter fraud.”
Westland CEO and President Barbara Page chose not to comment on the two issues raised by Aranda, but says in response to those who are concerned about the sale that, “All shareholders must make up their own decision to vote ‘for’ or ‘against’ [the sale].” She adds that she believes the sale will be approved by a large majority. In a Westland press release dated April 26 announcing the upcoming shareholder meeting, Page is quoted as saying, “We are ready and able to answer any questions shareholders may have regarding the proxy statement, the merger and the shareholder vote. We feel it’s important that the shareholders have all the essential information they need to make the best decision for their families.” (Page can be contacted at the Westland office at 831-9600.)
Yet Aranda says the Westland board has neglected to meet with the Concerned Heirs to discuss the sale, as they have been requesting for months. Due to their lack of interaction, he says, the Concerned Heirs have hired an attorney who is going through all the proxy information to determine whether they should bring Westland to court. The goals of the Concerned Heirs at this time are to push back the shareholder meeting until the proxy is clarified, written in both Spanish and English in order to help the portions of the population that are solely or primarily Spanish-speakers, and an independent third party is hired to count the votes. Currently, several other lawsuits against Westland trying to stop the potential sale have been filed by Attorney Nicholas Koluncich, who is representing some Atrisco heirs.
But not all are against the sale. Fred Chin of SHNM Acquisitions, LLC, a subsidiary of Sedora Holdings which is dealing with the Westland sale, says the company is optimistic about the outcome of the election. Additionally, he says although the company has not spoken with many shareholders, all they have spoken with are supportive of the sale. Sedora Holdings already owns 23,000 acres of land in Valencia County which were purchased in March 2005, before they were aware of Westland and their intent to sell, says Chin. Currently, he adds, the company is looking at other acquisitions in the state, although he said he could not disclose which areas they’re interested in at this time.
Westland Shareholder Meeting
Presently, the Westland shareholder meeting is scheduled for Thursday, June 8, at 9 a.m. at Hotel Albuquerque (800 Rio Grande NW). Shareholders may cast their vote at the meeting or by signing, dating and returning a completed proxy to Westland. To contact the Concerned Heirs of Atrisco, visit concernedheirsofatrisco.org orgroups.yahoo.com/group/atriscoheirs.