From John Neelis, husband of Irene Neelis (Apodaca), of California
June 5, 2006

From Mr. Jaime Chavez of Albuquerque, New Mexico
May 31, 2006.

STATEMENT REGARDING MERGER BUYOUT OF ATRISCO LAND GRANT

Westland Development Co. Inc. is considered the corporate successor to the 1692 Atrisco Land Grant, a community land grant recognized by the US government through patent issued to the Town of Atrisco to hold the land in trust for the use and benefit of the descendents of the original settlers and “ to their successors and assigns forever.”  The grant was converted in 1967 to a for profit corporation known as Westland Development Co. Inc, and was intended to continue conserving the common lands and purposefully limited itself in it’s ability to sell the common land of the grant.  Article III Paragraph 1 of Westland’s original Articles of Incorporation detail and enumerate the powers which the corporation may exercise over the common land “to operate, manage, and develop, and to put to the best possible use the lands and assets owned by this corporation’s predecessor, Town of Atrisco, a corporation.”  The incorporators purposefully omitted any mention of the sale of the common lands, and this was an explicit limitation.

Westland over the last ten years has been modifying it’s articles of Incorporation to portray itself as any US corporation, as if the directors and stockholders came together to form and invest in a corporation.  In reality, today’s stockholder interest is based on the degree of ancestry inherited from Atrisco from an original incorporator in 1892.  The Atrisco Grant is recognized as a historic land grant in a recent GAO investigation conducted on New Mexico Land Grants and is subject to the 1848 Treaty of Guadalupe Hidalgo.  The Westland Board of Directors wants to lift the stock restriction, with the knowledge that they are acting contrary to the original intent of the grant, and their own original articles of incorporation.  This modification is for pecuniary gain by the directors of the company and is a classic example of the directors putting themselves and their interests before the historical interests of the company, the stockholders and the heirs.  The directors are in violation of their fiduciary responsibilities because they are engaged in a speculative maneuver that will potentially alienate and destroy a fragile cultural legacy.  Atrisco is a community bound by a common language, religion, land-base, and ancestry and through the negligent acts proposed by Westland management, will potentially impact forever the human rights of Atrisco people.  The US Government  recognized the communal nature of the Atrisco Grants when it conveyed the patent to the town to be held in trust for the community, “forever.”

Company management has not been upright or forthcoming with its proposals.  It has already involved itself with the US government (National Park Service) to alienate historic lands at Petroglyph National Monument.  The proceeds from the sale served to enrich management, and develop speculative land development proposals that have brought us to this point.      

Management controls the cow and the milk and has unleashed a 60 person or more proxy army that is paid $8.00 an hour or more who are using family ties as the basis to coerce the shareholder body in Atrisco that are primarily poor, elderly, undereducated and for the most part are unfamiliar with company operations and procedures.  I am concerned that false and misleading information is being used with the heirs.  They are not told that they will sever their historic ties to the grant forever.  They are enticed by $266.23 a share which comes down to nearly $3000 an acre when lots on the Westside are going for between 60- 80 thousand dollars.  These figures fail to portray the true economic value of Atrisco’s water rights that have never been adjudicated, nor the values of minerals, wind and solar potential.

The proxy is confusing and fails to fully disclose the full impact on the heir and stockholder bodies.  This is a bargain basement sale to a sketchy Las Vegas developer, who already sees this as a fait acompli!  The election must be stopped so that heirs will be apprised of the real situation regarding what is at stake.

Westland fails to act in the best interest of heirs and shareholders when it:

Ms. Page, Westland’s CEO in the past was found guilty in Federal District Court of false and misleading information.  She is aware that she is illegally selling historic common lands but has chosen to sell the Atrisco Grant as if she were the owner.  Ms. Page rode in on a platform to not sell the land, “Atrisco for Atrisco people.”  She is fully aware of her acts and how she has betrayed the corporate reform movement to preserve our historic lands. 

Atrisco just blessed it’s fields and ditches in the procession of San Ysidro…Atrisco lives, Atrisco Vive!

atlnexus@msn.com
Please call me regarding these issues at 505.730.7555. 

Thank you for your concern.

From Mr. Ernest Garcia, Albuquerque, New Mexico
May 31, 2006

     As an heir-shareholder of the Atrisco Land Grant and its corporate successor, Westland Development Company, I appreciate that renowned author, Rudolfo Anaya, pointed out the preciousness of the land our ancestors set aside for us. It is about heritage maintained or lost; it’s not just the money.
     The view that encourages a quick sale of Westland to Sedora Holdings epitomizes the penny-wise, pound-foolish axiom. There are those who are quick to compare the $266 per share offering with other stock they may own. It’s not the same thing. That stock can be owned by anyone. Westland stock is only for lineal descendants of the Atrisco Land Grant. The Westland Board is asking shareholders to hand over their rights to an outside corporation, Sedora Holdings of Nevada. The cash offer is an insult to anyone who knows the value of our land.
     $266.23 per share is based on a highly dubious valuation of only $311 million for about 57,000 acres of real estate west of the burgeoning city of Albuquerque. Let us not allow dollar signs dancing before our eyes to blind us to the real value of our land. Sixteen years ago Westland directors asserted the land was worth one billion dollars or $1,255 per share. Now they want to sell it for a mere fraction of that - $266.23 per share. Where in the world has land near a major urban area dropped in value over time? Albuquerque is itching to grow west. Our land is worth much more, based on undeveloped land values on the periphery of Albuquerque; it may be worth many billions of dollars and certainly a lot more than is being offered now! What will our shares be worth if the land sold for its true value?  
     Let us not join the poor Indians of Manhattan who were tricked into selling their birthright for $24 in baubles. Where are they now? They are nowhere to be found. Let us not join the unfortunate Mexicano-Españoles of California who lost their holdings in land grabs by crafty Anglos in the mid-to-late 1800s. Look at the value of land in southern California and ask where the Californios are now? They are a forlorn lot; having lost something irreplaceable.
     Remember, even though our padres may not have benefited from this land, our parents and grandparents were good to us. They held on to something precious and passed it on to us, their descendants. Now it is our turn to be wise. We must not sell out our own future generations for a very momentary gain. The choice is ours to make. Let us choose wisely and not be penny-wise and pound-foolish. 

From Mr. Al Sanchez
May 29, 2006

My name is Al Sanchez, I am a 38 year old Atrisco land grant heir and shareholder. I am voting against the sale of our land and heritage. I have just discovered the website and the message board put together by the Concerned Heirs of Atrisco. You may have my full-on support against this sale. I do not support anyone on the board of directors for Westland and will be voting against re-election.

I would appreciate any more information that would help me support our families and friends in the fight to keep what is ours to pass on to future generations. I was also a Tomé land grant heir, but too young to understand or do anything against the sale of that land grant, I received peanuts (under $200.00) and now that land grant is gone forever. I do not want this to happen again. I promised my grandparents that I would not be taken advantage of by anybody that would take away what was very important to our family heritage.
 

From Mr. Rudolfo Anaya, Albuquerque, New Mexico
May 16, 2006

It is my firm belief that the land grants awarded to the early New Mexican settlers by Spain and later by the Mexican government were never meant to be sold. Land grants were meant to be held in perpetuity to benefit the original settlers and their heirs. Even after farming and grazing of animals became marginal, the land base continued to represent our historical, cultural and spiritual values.

Nuevo Mexicanos are deeply attached to the land our ancestors settled. The sweat of their labor and their bones are buried in the land, and so la tierra is sanctified. We know in our hearts that once the land base is gone, so, too, will vanish all those cultural values that are part of our Nuevo Mexicano Hispanic culture.

Many heirs have asked me what is driving the current board of directors to sell our merced? Those same heirs point to how greedy men recently destroyed Enron corporation. Enron workers lost everything because a few at the top became powerful and greedy. So many of the concerned heirs of the Atrisco Land Grant are asking why the hurry to sell now?

I will not sell my few shares in the land grant. I do not want the heirs of the future to remember me as one who sold their land, their patrimony. When so many other efforts are underway to preserve our New Mexico land grants, why doesn't Westland establish a committee to study ways of preserving our land base?

(Fellow Atrisqueño, Dr. Anaya, renowned author of many literary works such as Bless Me Ultima, and Alburquerque, spoke eloquently about the value of our heritage and the importance of defending it during the Concerned Heirs Fundraiser on February 12 of this year. This letter appeared in the Albuquerque Journal on May 16, 2006. It is here reprinted with permission of the author. -- webmaster)

From Ms. Susan (Garcia) Bach of Irvine, California
May 11, 2006

Barbara Page
President and CEO
Westland Development Co, Inc.
401 Coors Blvd. N.W.
Albuquerque, NM 87121

Dear Barbara:

Enclosed is a copy of my proxy statement that I am currently planning to submit to be tabulated at the June 8, 2006 Special Meeting of Shareholders.

Please be advised that I am voting AGAINST the so called “merger” and also AGAINST the re-election of the three Class C directors for so many reasons on so many levels.  First of all, you refer to this transaction as a “merger” when in reality it is a BUYOUT.

Threaded throughout all of the legal language, the board of directors so cleverly persuades every heir and shareholder to vote FOR the merger leading them to believe that it would be to their benefit to do so.  You are recommending that we virtually “give away” roughly 55,000 acres and over 300 years of our heritage in exchange for a guaranteed burial plot.  What part of this picture doesn’t look right? 

Aside from the fact that you board members continue to live richly and stand to become millionaires as a result of the so called “merger,” how is it that you sleep nights knowing the truth of what you are doing to thousands of heirs of this land?

I have been employed in the legal profession in California for over 25 years.  I am not a lawyer, but I do spend many hours reviewing and pounding out the “fine print” of legal documents for lawyers.  I have asked one of the partners at my firm not only read the annual report, the quarterly report, and the Notice of Special Meeting, but also the book written by Dr. Joseph Sanchez.   This attorney was flabbergasted at the manipulation and misrepresentation the heirs of the Atrisco Land Grant have had to put up with for over hundreds of years and it hasn’t stopped with the Westland Development Company.  This attorney advised and encouraged me to vote against this so-called merger.

I was a child when I learned of this Grant that my family would all be heirs to; that this was land that could not be sold or traded; that we would pass it on to our own children.   My father would take us to the land as children and we would hike and camp out there.  I had no understanding of how big this was.  Then, after my parents passed on, I and my siblings started receiving $1.00 per share once a year from Westland, which in my case was a check from Westland in the amount of $28.00.  Over the years, any time I mentioned to anyone that I was an heir to over 50,000 acres of land in New Mexico through a land grant and said I received a whopping $28.00 dividend check once a year, I was laughed at. 

I am, as well as three of my other siblings, outraged at what is happening.  We are outraged at the actions and deceptions performed by Westland.  And yet, we feel our hands are tied as we watch our heritage packaged up and sold to the highest bidder.  The formalities of a “proxy” and your presentation are just that, formalities, I am certain the deed has already been done.   I am wishful that CNN, or any other popular media program, get their hands on this and someday expose the truth of this whole story.

Below, I am in agreement with my sister and list the further reasons supporting my choice to vote against the “merger.”

1.      Valuation.  I believe our land is, or at least will be, worth much more than is being offered.  It is my understanding that we are selling approximately 55,000 acres, although the Notice avoids defining the actual assets being sold.  If the purchase of 794,927 outstanding shares of common stock is consummated at $266.23 per share, the value of the transaction approximates $212,000,000.  This equates to $3,850 per acre.  Although I am not an expert in Albuquerque land values, my research supports a value five to ten times this price.  My concerns were amplified by Appendix C of your Notice in which CBIZ Valuation Group, LLC, which you retained to provide an “independent” evaluation of Westland’s value, determined a maximum value of $337.37 per share.  It is unfortunate that CBIZ “assumed and relied upon the accuracy and completeness of the financial statements, forecasts, projections and other information provided to us by management and we have further relied upon the assurances of management that they were unaware of any facts that would make the information provided to us incomplete or misleading.  We have not assumed any responsibility for independent verification for such information or assurances”.  Even more disturbing is their statement that “in arriving at our opinion, we have not performed any independent appraisal of the assets of Westland.”  How can an “independent appraiser “value an asset without an appraisal? 

2.      Director Privilege. The Directors “sweet” employment contracts and expensive buyout clauses smack of inside influence and lack of shareholder knowledge.  Maybe I missed something but I don’t recall consent or ratification to the ridiculously beneficial terms that the directors are attempting to collect as a result of the merger agreement. 

3.      Termination Fee.  You, Ms. Page, and Mr. Padilla inappropriately agreed to a $5,000,000 termination fee with respect to the ANM offer to purchase Westland.  This was inappropriate and deprived shareholders of company value which might not have been lost had shareholders been made aware of this situation prior to your commitment. 

4.      Misrepresentation:  I believe the Board has been working to complete this transaction for their own personal benefit and to the detriment of the Heirs of the Atrisco Trust. 

I invite the board to address my concerns.  At this point I am convinced that I am voting my conscience. 

Sincerely,

Susan (Garcia) Bach

cc:       TO AS MANY HEIRS AND SHAREHOLDERS OF THE ATRISCO LAND GRANT THAT I CAN LOCATE PRIOR TO JUNE 8, 2006