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0001193125-06-207064.txt : 200610130001193125-06-207064.hdr.sgml : 2006101320061012185642ACCESSION NUMBER:0001193125-06-207064CONFORMED SUBMISSION TYPE:DFAN14APUBLIC DOCUMENT COUNT:4FILED AS OF DATE:20061013DATE AS OF CHANGE:20061012EFFECTIVENESS DATE:20061013

SUBJECT COMPANY:

COMPANY DATA:COMPANY CONFORMED NAME:WESTLAND DEVELOPMENT CO INCCENTRAL INDEX KEY:0000106423STANDARD INDUSTRIAL CLASSIFICATION:LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552]IRS NUMBER:850165021STATE OF INCORPORATION:NMFISCAL YEAR END:0630

FILING VALUES:FORM TYPE:DFAN14ASEC ACT:1934 ActSEC FILE NUMBER:000-07775FILM NUMBER:061143004

BUSINESS ADDRESS:STREET 1:401 COORS BOULEVARD S WCITY:ALBUQUERQUESTATE:NMZIP:87121BUSINESS PHONE:5058319600

MAIL ADDRESS:STREET 1:401 COORS BLVD S WCITY:ALBUQUERQUESTATE:NMZIP:87121

FILED BY:

COMPANY DATA:COMPANY CONFORMED NAME:SCC Acquisitions, Corp.CENTRAL INDEX KEY:0001368891IRS NUMBER:330849654STATE OF INCORPORATION:CAFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:DFAN14A

BUSINESS ADDRESS:STREET 1:2392 MORSE AVECITY:IRVINESTATE:CAZIP:92614BUSINESS PHONE:949-777-4000

MAIL ADDRESS:STREET 1:2392 MORSE AVECITY:IRVINESTATE:CAZIP:92614

FORMER COMPANY:FORMER CONFORMED NAME:SCC Acquisitions, Inc.DATE OF NAME CHANGE:20060713

DFAN14A1ddfan14a.htmDEFINITIVE 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

ProxyStatement 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

xDefinitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12

WESTLAND DEVELOPMENT CO., INC.

(Name of Registrant as Specified In Its Charter)

SCCACQUISITION CORP.

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

Payment of Filing Fee (Check theappropriate box):

xNo 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 wasdetermined):

(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 theprevious 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:

SCC Acquisition Corp.

Call Center Bullet Points*

October13, 2006

ANTI-FRAUD MEASURES

All proxies are labeled with a unique, sequential number to ensure tracking and prevent fraudulent activity.

Representatives who come to pick up a proxy will ask shareholders to sign a log book confirming that they are in fact the shareholder.

An independent accounting firm will verify the information and record the vote.

ATRISCO HERITAGE FOUNDATION

SunCal would contribute $1 million each year for the next 100 years to the Atrisco Heritage Foundation.

Atrisco heirs would hold a majority of the seats on the Foundations Board of Trustees, which would have direct oversight of how the money is spent.

Projects could include museums, continuing education, cultural programs, daycare, private schools and scholarships.

SunCal would provide the Foundation $2 million (representing the first two annual payments) at closing so it could immediately begin implementing these programs.

ATRISCO HERITAGE FOUNDATION BOARD

A Board of Trustees comprised primarily of Atrisco heirs would manage Atrisco Heritage Foundation. The make-up of the board is currently being formulated.

The board would have direct oversight of how the Foundations money is spent.

CEMETERIES

Cemeteries on the Westland property would be transferred to the Atrisco Heritage Foundation, which would be created upon the approval of the merger.

SunCal would provide the Foundation $1 million each year for the next 100 years for programs, and a Board of Trustees comprised primarily of heirs would have direct oversight of howthe money is spent.

The Atrisco Heritage Foundation board would make all decisions regarding operation of the cemeteries, including continuation of existing programs for burials of Atrisco heirs.

COMMITMENT, SUNCALS

SunCal is committed to becoming a long-term partner in the future of the greater Albuquerque region.

We have an Albuquerque office and our employees working on this project are local natives that live in town.

SunCal seeks out the best and brightest local employees and consultants, because nobody knows an area better than those who live there.

Development of the Westland site could take several decades, so we look forward to becoming a lasting part of the greater Albuquerque community and an engine for future economicdevelopment.

*These bullet points contain proposed responses to be used by members of the calling center established by SCC Acquisition Corp. to respond to questions raised by the shareholders ofWestland Development Co., Inc. relating to SCCs proposal to merge with Westland.

CONTACTING HEIRS DIRECTLY

We want to inform all Westland shareholders of the details of our proposal and the benefits it will bring to the Atrisco heirs.

Westland management asked us to work with them to make this information available so its shareholders could make an informed decision.

FISCAL YEAR 07 DIVIDENDS

Westland did not declare or pay dividends in fiscal year 2007 because of restrictions in the various merger agreements it entered into during the year.

Upon approval of SunCals proposal, shareholders would receive $315 for each share of Westland stock currently owned plus a number of ClassA units in AtriscoOil& Gas equal to the number of Westland shares they own. This would ensure Westland shareholders 100 percent of all future rents and royalties under Westlands two existing oil and gas leases and 50 percent in all oil, gas and othermineral rights of Westland.

LOST CERTIFICATES

Mellon Investor Services (the same institution that mails the dividends) would send instructions on how to return your certificates for payment, including a form to arrange paymentfor lost certificates, upon approval of SunCals offer.

Please wait for Mellon to send the forms before returning any certificates.

Funds would distributed promptly following the closing of sale and upon return of your stock certificates and other requested documents to Mellon.

MONEY

Shareholders would receive $315 for each share of Westland they own at the time of the sale and a number of ClassA units of Atrisco Oil& Gas LLC equal to the numberof Westland shares they own, if SunCals offer to acquire Westland is approved.

ClassA units of Atrisco Oil& Gas would ensure Westland shareholders 100 percent of the rents and royalties under Westlands two existing oil and gas leases and50 percent in all future oil, gas and other mineral rights of Westland.

Upon approval, Mellon Investor Services would send instructions for returning stock certificates and receiving money. Funds would be distributed promptly following the closing ofsale and upon return of your stock certificates to Mellon.

Wait for Mellon to send the forms, including forms if you have lost your certificates, before doing so.

OIL AND GAS BOARD

A five-member board of directors would manage Atrisco Oil& Gas LLC.

Four of the initial ClassA directors would be members of Westlands current board of directors.

The Class B director would be a representative of SunCal Companies.

OIL DRILLING

As we understand, the current lessee has commenced limited exploratory activities on the Westland property.

Decades of previous oil drilling on the Atrisco Land Grant site have not been commercially successful.

Neither SunCal nor Westland can provide any assurances as to whether the lesees efforts will be successful.

If they are, any royalties from drilling under the two existing oil and gas leases would be retained by Westland shareholders indirectly, by virtue of their ownership of units ofAtrisco Oil& Gas LLC.

OTHER OFFERS

At this time, our offer of $315 per share has been deemed the superior offer by the Westland board of directors.

This lengthy acquisition process has shown that SunCals offer, combined with our solid financial foundation, makes this a proposal few other companies could match.

PETITION

Do not confuse a petition sent recently by an individual shareholder with the green proxy ballot you received from Westland at the end of September.

Signing the petition is not the same as voting.

Green proxy ballots must be received by November4 to be counted.

You can also vote in person at the Westland shareholder meeting on November6 from 7 a.m. to 10 a.m. in the Albuquerque Convention Centers Kiva Auditorium.

PROPOSAL

SunCal would acquire Westland Development and its approximately 57,000 acres west of the Rio Grande.

Westland shareholders would receive $315 per share plus a number of ClassA units of Atrisco Oil& Gas LLC equal to the number of Westland shares they own, which wouldensure Westland shareholders 100 percent of the future rents and royalties under Westlands two existing oil and gas leases and 50 percent in all future oil, gas and other mineral rights of Westland.

SunCal would provide $1 million each year for 100 years to the Atrisco Heritage Foundation to honor the legacy of the Atrisco land grant and strengthen the local community. TheFoundations Board of Trustees, which would be comprised primarily of heirs, would have direct oversight of how this money is spent. Projects could include museums, continuing education, cultural programs, daycare, private schools andscholarships.

Our ultimate goal is to create beautiful master-planned communities that would establish the superior legacy for this historic land.

With places to live, work, shop and play, our plan would be designed to allow Albuquerque and Bernalillo County to grow westward in a well-planned fashion that would benefit theentire region.

SunCals offer of $315 per share totals approximately $250 million, in addition to the oil, gas and mineral rights.

SUNCAL, ABOUT

SunCal is the Wests largest privately held community developer.

SunCal has more than seven decades of commitment and experience.

Projects range from large-scale masterplans like the Atrisco Land Grant to mixed-use infill and high-rise communities.

SunCal creates places for living, working and recreation that reflect the unique fabric of each city.

SunCal pledges to continue this tradition of excellence in New Mexico.

SUNCAL, FINANCING

We have an excellent reputation on Wall Street, and our solid partnerships with major financial institutions allows us to finance major acquisitions like the Atrisco Land Grant.

SUNCAL STOCK

SunCal is a private, family-owned company.

No stock in SunCal is available for purchase.

TAXATION ON FUNDS

Funds received from the sale of Westland shares are subject to applicable federal taxes.

Everyones situation is different. We suggest you consult your tax advisor to determine your own personal tax liability.

SunCal is working to make financial planners available to all shareholders to help shareholders plan how best to manage the funds.

VOTING, HOW TO

Green proxy ballots were mailed to each shareholder at the end of September.

You must vote again the blue ballots no longer count because SunCal submitted a more attractive proposal to acquire Westland before the final vote was held.

Fill out the proxy ballot and drop it in the mail. Thats the easiest way to have your voice be heard.

Proxies must be received by November4 to be counted.

Shareholders can also vote in person at the Westland shareholder meeting on November6, 7 a.m. to 10 a.m., at the Albuquerque Convention Centers Kiva Auditorium.

Failing to cast a vote (abstaining) will result in a no vote for your shares.

VOTING NO, WHAT IF I DO SO

In the event you vote against SunCals proposal but it is nevertheless approved by a two-thirds vote of each class of Westlands shares, your shares would be automaticallyconverted into the right to receive $315 per share and you would no longer own a stake in Westland.

Mellon Investor Services would send instructions for returning stock certificates and receiving money whether or not you voted for the merger.

Stock certificates should not be returned until Mellon asks for them.

Stockholders would be under no obligation to return certificates and claim funds but they would have no further ownership stake in Westland.

You must follow Mellons instructions in order to receive your funds.

SUNCALS STORY

A family-owned company

70 years of experience

Largest privately held community developer in the West

More than 120,000 residentiallots in various stages of development

Involved in more than 70 masterplanned communities throughout the West

Our communities emphasize:

- Quality of life

- Environmental, historical and cultural sensitivity

- Recreational opportunities

- Community involvement

HOW DO I VOTE?

Its easy. Proxy ballots were mailed to each shareholder on September22. Just fill it out and drop it in the mail. Proxies mustbe received by November4 to be counted. Thats the easiest way to ensure your voice will be heard. You can also vote at the Westland shareholder meeting on November6, 7 a.m to 10 a.m., at the Albuquerque Convention CentersKiva Auditorium.

In order to realize the benefits of SunCals proposal, two-thirds of each class of Westland sharesmust vote yes.

SO PLEASE MAKE SURE TO VOTE!

For more information or help filling out your proxy vote, visit www.SunCalNM.com or call (888)809-5211.

SEC Notice: This fact sheet does not constitute a solicitation by Westland or its board of directors or executive officers of any approvalor action of its stockholders. Westland has filed with the SEC a definitive proxy statement and other relevant documents concerning the proposed transaction with SunCal. Westlands shareholders are urged to read the definitive proxy statementand 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, Westlands shareholders 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 executiveofficers 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 securityholdings or otherwise, are contained in the definitive proxy statement.

SunCal Companies

SUNCAL NEW MEXICO

A Legacy Embraced

SunCal Companies balanced proposal to acquire Westland Development has begun ourlasting partnership with Bernalillo County, the City of Albuquerque, Westland and the heirs to the Atrisco Land Grant. Our offer is more than a strong financial package - its a comprehensive plan to preserve the centuries-old legacies of thisstoried land while helping the Albuquerque region realize its great potential. We look forward to the opportunity to work with the community, Westland and the Atrisco Land Grant heirs to help the region grow responsibly, enhance the local quality oflife and continue to protect the traditions and legacies of this cherished land.

3 REASONS TO VOTE YES

1. $315 per share plus oil, gas and mineral rights

2. Atrisco heritage preserved

3. Smart growth for Albuquerques westside

Any acquisition proposal must be approved by a two-thirds vote of each class of Westlands shares

A STRONG FINANCIAL PACKAGE

$315 per share, or approximately $250 million, for Westlands nearly 800,000 outstanding shares

The creation of Atrisco Oil& Gas LLC, a new company that would ensure Westland shareholders 100 percent of the future rents and royalties under Westlands two existing oil and gas leases and a 50 percentinterest in all oil, gas and other mineral rights of Westland. Current shareholders would receive one share of Atrisco Oil& Gas for every one share of Westland owned at the time of sale.

Fulfillment of centuries-old investments

EMBRACING A LEGACY

Upon approval of SunCals proposal, theAtrisco Heritage Foundation would be formed to preserve and protect the legacy of the land through projects including museums, continuing education, cultural programs, daycare, private schools and scholarships

SunCal would provide the Foundation $1 million for 100 years, with $2 million paid at closing of the sale (representing the firsttwo annual payments) to allow programs to begin immediately

Foundation board would be comprised primarily of Atriscoheirs, and would have direct oversight of how the money is spent

SMART GROWTH FOR ALBUQUERQUES WEST SIDE

Albuquerque and Bernalillo Countys future economic and population growth is headed west, towards the Atrisco Land Grantproperty

A single sale of the Atrisco Land Grant property provides the opportunity to create a comprehensive,sustainable masterplan that provides benefits to the entire region, rather than piecemeal subdivisions

New homes,jobs, recreation and entertainment would help realize the regions bright future

YOUR QUESTIONS ANSWERED

Why should shareholders approve the sale of Westland Development Company?

Sale of Westland Development would allow the Atrisco heirs to finally realize their familys investment in this land, whilepermanently preserving its history through the Atrisco Heritage Foundation. The sale would also allow Albuquerque and Bernalillo County to grow westward in a well-planned fashion that would benefit the entire region. The Atrisco Land Grant played anintegral role in defining Albuquerque; it now can play a major part in helping the region reach its great future potential.

If the SunCal proposal is approved, when would I receive payment for my outstanding shares?

Shortly afterthe proposals approval, shareholders would receive a letter from Mellon Investor Services (the same institution that mails the dividends) with instructions for returning your stock certificates and receiving your money.

Do I need to vote again?

Yes. The blue proxy you previously submitted is no longer valid because SunCal submitted a more attractive proposal to acquire Westland before the final vote was held. You are now asked to vote on the SunCal offer.

What if I dont vote?

An abstention counts as a No vote. If you want to see SunCals offer be approved, you must vote Yes.

How do you propose to honor the lands Atrisco heritage?

If SunCal is fortunate enough toacquire Westland, we commit to working with the Atrisco Land Grant heirs to create ways to protect and celebrate the lands heritage in our land plan, so future generations can retain the benefits of the areas strong cultural and historicroots. Additionally, SunCal would contribute $1 million each year for the next 100 years to the Atrisco Heritage Foundation. Atrisco heirs would hold a majority of the seats on the Foundations Board of Trustees, which would have directoversight of how the money is spent. Projects could include museums, continuing education, cultural programs, daycare, private schools and scholarships.

Is there oil and gas under the Westland property? I read that the lease holder has plans for the land. What does this mean?

No one knows at this time if there is any oil, gas or other minerals under the Westland property; decades of previous drilling have not been commercially successful. It is our understanding the currentlessee has commenced limited exploratory activities on its leased property. Neither SunCal nor Westland can provide any assurance as to whether the lessees efforts will be successful. However, if they are, any rents and royalties from drillingunder the existing leases would be retained by shareholders indirectly, by virtue of their ownership of units of Atrisco Oil& Gas LLC.

What are your plans for the property should you acquire Westland?

If SunCal is fortunate enough tobe selected by the Westland shareholders, we would actively seek input from the heirs and local community before we begin to create a plan for new development on the property. Through this process, our plan for the property would evolve.

What experience does SunCal have developing communities?

More than seven decades of commitment and experience have made SunCal Companies one of the leading developers of planned communities in the West. From large-scale masterplans on properties like theAtrisco Land Grant to mixed-use infill and high-rise communities, SunCal creates places for living, working and recreation that reflect the unique fabric of each city. SunCal pledges to continue this tradition of excellence in New Mexico.

SunCal is based in California. Will you be committed to this region and its residents?

Yes. SunCal is committed to becoming a long-term partner in Albuquerque and Bernalillo Countys future. Our corporate headquartersmay be in California, but we have opened an Albuquerque office and our employees working on this project are local natives that live in town. As a principle, SunCal seeks out the best and brightest local employees and consultants, because nobodyknows an area better than those who live there. As development of the Westland site could take several decades, we look forward to becoming a lasting part of the greater Albuquerque community and an engine for future economic development.

Note: This fact sheet will be distributed by SCC Acquisition Corp. to key shareholders of Westland Development Co., Inc. at meetings with suchshareholders scheduled by SCC.

Note: This door hanger will be left by members of SCC Acquisition Corp.s proxy solicitation team at the homes ofshareholders of Westland Development Co., Inc.

Sorry we

missed you!

We just stopped by to remind you that a new, better proposal has arrived to acquire Westland Development.

3 Reasons to Vote Yes

YES

$315 per share + oil, gas and mineral rights

YES

Atrisco Heritage Preserved

YES

SmartGrowth for Albuquerques West Side

Two-thirds of each class of Westland shares must VOTE YES to realize the benefitsof SunCals proposal.

As a shareholder, heres how your voice can be heard:

Fill out the green proxy ballot you received in the mail from Westland.

Mail it back by November4 to be counted.

-or-

You can vote in person at the Westland shareholder meeting onNovember6 at 10 a.m., in the Kiva Auditorium at the Albuquerque Convention Center.

Remember, failing to cast a votewill result in a NO vote for your shares.

For more information or help filling out your proxy vote:

Visit www.SunCalNM.com

or call toll-free (888)809-5211.

SunCal Companies

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