Westland Development finalizes sale of land steeped in New Mexico history
by Christie Chisholm, Weekly Alibi, January 18, 2007
It takes a minute for the fumes to hit. Before they do, there’s only red. A sprawling pool of red.
“What is that?”
James Aranda stares at it, waiting for synapses to pop.
Then a whiff of paint thinner … but it can’t be paint thinner.
He looks around for the source. There. A hose.
The smell is stronger now, almost headache inducing.
He follows the hose through a tear in a barbed-wire fence, traces it along the dirt, until it reaches a large, pill-shaped tank. On its side, in black letters, he reads: Warning. Red Dye Diesel. Non-Highway.
No one is there. Just a partially drilled well humming in search of natural gas, a few rusty barrels, a hose spilling diesel by the gallon and a sign declaring “Tecton Energy, LLC.”
Aranda walks back to the gathering pool of diesel and crouches. Sand grates under his brown loafers. A hundred feet away, a cluster of black cows low. Diesel pours into hoof prints. His eyes sink to the ground, his ground.
In this moment, Aranda is one of six-thousand owners of that landscape, all 57,000 acres. The land is interrupted on the east end with the occasional small, inconsequential development. But mostly it’s empty—just a vast fragment of land hugging the western edge of Albuquerque.
Aranda knew he was going to lose it. He knew it would be soon. But he didn’t know it would be like this.
The spilt diesel had all the marks of vandalism. A couple days later, Tecton filed a police report as well as a report with the Oil Conservation Division. State investigators visited the site soon after and found the spill backfilled and cleaned.
But Aranda’s chance discovery of the spill impressed upon him a more ominous threat. Within a matter of weeks, he would be forced to sell his part ownership in the land. Whatever harm came to this mesa—whether from hoodlums, oil companies or developers—its fate would be out of his control.
Westland Development sold itself for a tidy price: $250 million. Company heads signed papers in early December, officially transferring the company and all its assets, but news of the sale came a year and a half earlier, on Aug. 16, 2005.
Aranda was sitting in his father’s living room, shaking off a long day of construction on a house his uncle was building in Rio Rancho.
The phone rang.
A reporter from the Albuquerque Journal was on the other end. A month earlier, the two men met at a legislative interim committee on land grants. But on this day, the reporter had some news. Westland had issued a press release, announcing it was thinking about selling. Aranda, a shareholder in the company, was shocked. He had received nothing from Westland—not a letter, a phone call, an e-mail. Nothing. He thanked the reporter for the information and hung up the phone.
The phone rang again.
This time it was state Rep. Miguel Garcia. He, too, had heard from the Journal reporter.
Aranda got off the phone and called a friend to tell him the news. Then he told his father. Simply, frantically, his father looked at him: “We have to stop it.”
That Westland might be sold meant more than the transfer of a company. To Aranda and his father, it wasn’t about money. It was about land, and what that land meant. More than 300 years ago, that land had been given to the Arandas’ ancestors, the people of Atrisco, by the King of Spain and named the Atrisco Land Grant. After centuries of languid development, the heirs of Atrisco voted to transform their birthright into a corporation, thinking the change would make it easier for them to develop the land to benefit their people.
What the Arandas learned that August afternoon wasn’t just that their company was thinking about selling. They learned that their heritage was in danger. So they formed an organization to try to save it.
Last year marked Albuquerque’s 300th birthday. Reminders are nestled throughout the city: manhole covers emblazoned with our Tricentennial, dedicated twin towers perched off I-40 ... countless billboards. Meanwhile, as the border to Albuquerque cuts off to the west, so grows the region of Atrisco, with a history even older than that of our city.
The original people of Atrisco, or Atrisqueños, were Tslascalan Mexican Indians who followed Juan de Oñate into the region from Mexico in 1598. In the years between 1620 and 1660, Atrisqueños migrated to a plump section of land next to the Rio Grande and settled El Valle de Atlixco, named after their old town in Mexico. With this wave of settlers came Pedro Gómez Durán y Cháves, a sergeant in Oñate’s troop.
The Pueblo Revolt of 1680 forced Atrisqueños out of New Mexico. But in 1692 they returned with Diego de Vargas, who declared all previous land claims in the area void. Durán y Cháves’ grandson, Fernando, was a captain in de Vargas’ movement and petitioned for the parcel of land where he and his family had lived before the revolt. His request was approved, and in 1692 the Atrisco Land Grant was formed, becoming the oldest documented land grant in New Mexico history.
The next 200 years were ripe with war, land deals and power struggles. The United States laid claim over New Mexico, but the Atrisqueños held onto their land. Exactly two centuries after the Atrisco Land Grant was conceived, Atrisqueños petitioned the U.S. government to officially incorporate their land into the Town of Atrisco, and in 1905 President Theodore Roosevelt signed a patent approving their request and granting a total of more than 82,000 acres.
Atrisqueños wanted to use their new position to create rich development that would benefit their people, and so in 1959 they sold a small portion of their land, intending to spread the profits among themselves. But many Atrisqueños complained about the sale, saying most of the profits never reached the people. Development on the land struggled.
A law passed by the New Mexico Legislature in 1967 gave some Atrisqueños hope. The law allowed land grants to be reorganized as for-profit corporations. Heirs to the land grant would become shareholders in the corporation, with all stock staying within original bloodlines, never to be sold or transferred to non-heirs. Slightly more than half of the Atrisqueños voted to go through with the transformation, and that year Westland Development was born. About 20,000 acres of land given to the Town of Atrisco by Roosevelt had since become the unincorporated parts of Albuquerque’s South Valley, and so Westland was left with the remainder of the common lands, 59,000 acres.
Yet the stagnation that had plagued Atrisco as a township continued in its new form as a company. And over the next 20 years, shareholders accused the company’s board of directors of abusing their power. Lawsuits were filed and settled, but in 1989, a reform slate of candidates for the board was elected into office, including Barbara Page, who served as the company’s CEO through the end of 2006.
The new board promised progressive change that would benefit shareholders: a scholarship fund, job opportunities for heirs, smart development that would reap significant profits for shareholders. But the economic growth promised never came. No scholarship fund was created. Virtually no job opportunities arose. Development was scarce—the only major deal Westland made occurred in 2000 when the company sold 2,000 acres to the U.S. Park Service for $33 million to form part of the Petroglyph National Monument. The sale was greatly contested among shareholders, who in the end didn’t see much reward for their loss of land. In the years leading up to Westland’s proposal to sell in 2005, shareholders received no more than $1 per share in annual dividends.
When James Aranda heard news of Westland’s plans, he feared the meager dividends would motivate shareholders to favor the sale. Before the Westland board could sell, they needed a two-thirds majority approval of their shareholders. Shareholders got as many votes as they had shares, and the proposal from the development company who wanted to buy Westland offered hundreds of dollars a share if the sale went through. Those with more shares would get more money, and more votes. Aranda worried that his ancestors’ land, because of Westland’s failure to develop it wisely, would now be developed by someone else.
In the days following Westland’s announcement, Aranda and his father formed the Concerned Heirs of Atrisco with three other shareholders. News of the sale had started to seep into the community, but still no letters or explanations had come from the Westland board. The Concerned Heirs wanted to tell shareholders about the details of the sale and encourage them to vote against it.
Aranda’s group grew as aunts, uncles, cousins and sisters joined among non-family members. Eventually, the group hired a lawyer to get documents from Westland. They contacted the press and advertised their position against the sale. As the Concerned Heirs toiled, other efforts to quell the buyout surfaced.
Nicholas Koluncich has a room full of boxes. And on the side of each of those boxes is spelled: Westland/Atrisco.
If you follow him up to his office, he has more boxes. And a bookshelf filled entirely with big, black binders. And on the side of all of those? “Westland/Atrisco.” Koluncich uses the contents of these boxes to fight the sale of Westland Development. His various clients depend on him to do so.
These days, it may be too late to stop the sale, but in January 2006, Koluncich had hope. So much hope, his phone flooded with calls.
Koluncich had heard about Westland’s proposal and talked to a couple shareholders who were interested in taking legal action against it. He bought an ad in the Albuquerque Journal in December 2005, asking shareholders for information. Dozens of people called, but most wanted the same thing from him: information. Some shareholders didn’t understand the details of the sale and felt they weren’t getting answers from Westland, so they called Koluncich. A number of people wanted to file class actions to stop the sale.
With six separate lawsuits and 15 clients with the same purpose, Koluncich has given up taking cases unrelated to Westland. The depositions, court documents and records kept in his stockpile of boxes are massive. He’s recruited the help of a larger law firm to assist him.
Koluncich’s lawsuits take issue with the way Westland set about selling itself. In particular, the cases outline concerns with the board’s Class B shares. In the company makeup of Westland, two types of shares exist: No Par, common shares owned by heirs, which can be bought or traded among shareholders; and Class B, shares controlled by the board that aren’t accessible to shareholders.
The Westland board created and awarded themselves Class B shares in the early ’80s. Soon after, lawyers told the board shares couldn’t be created or awarded without shareholder approval. And so in 1983 the board crafted a Stock Bonus Plan that would allow such activity and brought it to shareholders for a vote. It was overwhelmingly rejected. The next year, the plan was introduced again, and again it failed. According to one of Koluncich’s lawsuits, the board then forged shareholder signatures to pass the plan—a claim backed by testimony from former CEO Gil Cordova that he discovered many forgeries while hand-checking votes.
The Stock Option Plan disintegrated in 1986 with a letter from the board that said the plan caused dissatisfaction among shareholders. Yet for the next 20 years Westland board members continued to issue themselves Class B stock.
Upon the sale of the company, the Westland board made more than $12.9 million on their combined Class B shares alone. CEO Page made more than $3 million on her Class B shares; board director Sosimo Padilla made more than $6.5 million. In early 2006, the proposed sale of Westland included the issuance of 35,000 change in control shares that would be given to the board if the sale went through—an amount that would have equaled $11 million. Koluncich filed a complaint in February 2006, asking to get rid of the change in control shares, and a week later, his request was granted.
Today, Koluncich is still working to take the Class B shares held by the board and distribute them evenly among all shareholders. And, even though final papers in the Westland-SunCal deal have been signed, Koluncich is still trying to the stop the sale.
Most of Koluncich’s clients feel the Westland deal falls short of the land’s true value. The offer to buy Westland, presented by SunCal Companies, was to purchase the shareholders’ 794,927 shares for $315 each, for a total of $250 million. In addition, the California-based company agreed to establish an entity named the Atrisco Heritage Foundation, which would receive $1 million a year for 100 years. The uses for the money haven’t been determined and would be decided by the entity’s board of directors once they’re appointed. Also included in the deal is the creation of Atrisco Oil and Gas LLC, which would manage any oil and gas revenues that spring from the land. The SunCal deal states that shareholders will receive 100 percent of all rents and royalties from current oil and gas leases and 50 percent from leases created after the sale.
Yet clients, along with other shareholders like Aranda, believe the land is worth much more than SunCal’s offer. Sitting in the only direction Albuquerque can grow and harboring a potential wealth of mineral, gas and water rights, SunCal bought the land for little more than $4,000 an acre.
On the morning of Nov. 6, 2006, a mariachi band trumpets into a large conference room at the Kiva Auditorium. Following the steel-stringed guitars and violins walks Barbara Page, clapping along to the music as she trots to the front of the room and takes her seat behind a placard bearing her name. To either side of her are Westland’s remaining board of directors, and standing at the podium with glasses and starched white hair is Westland attorney Thad Turk, who calls the session to order.
This is the day. After a year of postponed shareholder meetings, it finally arrived. The fate of Westland and the Atrisco Land Grant will be decided.
The room shuffles. A baby cries. Shareholders work their way to one of two microphones, labeled “In Favor” and “In Opposition.” They each have 90 seconds if they choose to use them.
Some shareholders go to their designated microphones to voice support. Others ask the board questions.
A man stands up and asks why SunCal was allowed to collect ballots for shareholder votes preceding the meeting. Another wants to know what happened to the ballots SunCal collected.
Page says she doesn’t understand the question.
The man restates it: Where did the ballots go, who has them now?
Page asks if anyone from SunCal is there who can answer.
A few seconds pass and a SunCal representative stands up and makes his way to the “In Favor” mic. He explains the collected ballots were all given to the company Moss Adams, which is tallying the vote.
Later, a woman declares she wants to transfer her allotted 90 seconds to Jerome Padilla, a member of the Concerned Heirs of Atrisco.
Turk calls her disruptive, says her behavior won’t be tolerated. The woman, standing in the aisle, asks again. Turk calls for security to remove her.
Protests rise from seats around the room. Shouts echo as guards guide her away. Then Turk speaks again. She can stay if she behaves herself. The woman sits down.
There are more comments from shareholders, more questions, and eventually Page leans over the podium and announces the meeting has ended.
Commotion. This is too soon, some murmur around the room. We thought we had more time. Page says it again: The meeting is over. Go home.
There’s disruption and some people leave. After a couple minutes, Turk gets on the mic: The meeting isn’t over, just the time for discussion. Shouts come from shareholders. Page gets back on the mic: I’m sooorrryy, she proclaims, stretching each letter.
Some shareholders stay, point fingers at Page, Turk and other board members. The microphones cut out—the noise from the crowd swells. Minutes pass and the microphones turn back on. Page looks relieved. She leans in once again, calls for people’s attention: It’s time to place your votes.
Two weeks later, Westland announces the sale passed. 72.4 percent of common stock voted in favor, as did 97.75 percent of Class B. In the first week of December, Westland signs papers with SunCal, transferring the company and all its assets. A few days following, Page retires.
Back on the mesa, Aranda stands up, scuffs the ground with his feet. The stream of diesel is tapering. He didn’t come here expecting ... this. He came here to see the land. Feel it. The vote from the shareholders’ meeting was announced a few days before, and he didn’t know how much longer he could call the land his own.
When he was a kid, Aranda would go quail hunting with his dad and brothers on a piece of Atrisco land off Unser. The first time he went with them, around the age of 7, he was too young to hold a gun. But he’d tag along anyway, joining them on trips further south where they looked for bigger game like deer. He doesn’t recall much about those trips, just the cold, and the habit he had of avoiding the bathroom, or the lack of one, while they were out. He could go up to a week. His father would freak out. But he was fine.
When he was around 12, Aranda took his hunter safety classes and joined his family. He learned how to stuff dove with jalapeño and goat cheese and make rabbit cacciatore.
But it’s been years since Aranda shot a rifle or went out to his old hunting ground, now braced by houses. At the age of 30, he has other things to do.
He stands with his hands in his jeans, leaning back against the wind. The gusts on this mesa would be perfect for harvesting; it could make a nice profit for heirs. But it’s too late for that.
The hour is also getting late—there’s just enough time to drive to the other place he wants to visit today, his favorite place. He gets in the car and heads for El Camposanto.
Down a steep, stone-pocked hill that leads to an Atrisco graveyard from a street off the South Valley, a rooster clucks and gargles amid its harem of front-yard hens. On the other side of the headstones, abutting a 5-foot surrounding brick wall and entrance, loom large, quiet, faux adobe homes. It is near this last entry that a sign, pounded into the dirt, reads: El Camposanto (the cemetery).
Aranda no longer notices the sign as he steps carefully between graves, noting names, wondering which of many unmarked headstones was raised for his great-great-great grandma. Perhaps that one, overrun by a bouquet of cholla cactus. Or this one, here, caving in and dusted with leaves. Maybe it’s one of the graves encased by white iron fences, which are hauntingly reminiscent of cribs.
Aranda never wanted to live by a cemetery, but this one ... this one feels like home; he comes here for reflection. He didn’t grow up in the neighborhood, didn’t visit the graveyard as a child, but the place reminds him of something. Maybe it’s his ancestors.
On the South Valley end of El Camposanto runs a street that leads to the main road, called, fittingly, Atrisco. Adjacent to where the street and road merge sits a plot of land that once belonged to Pedro Aranda, an ancestor from seven or eight generations back. The neighborhood is vibrant with the scent of piñon and fried fish, where grandmothers shuck corn on porches and crack the necks of their own chickens.
Up on El Camposanto, Aranda peers into the neighborhood. From here, the smells of the valley are masked, replaced by the musk of old roses.
The valley keeps to itself, and so does the graveyard. El Camposanto belonged to Westland, which was charged with caring for it. The place was neglected. After the sale, it’s unclear who will maintain it. Instead of emptied wastebaskets, fresh dirt and weeded beds, the cemetery settles for more colorful signs of affection: wreaths, weathered teddy bears, paper roses, garlands.
Aranda turns and watches the long shadows in the graveyard stretch longer. It’s hard to pull away, but he knows: It’s time to go.