<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WESCO FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
JEFFREY L. JACOBSON, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[LOGO]
WESCO FINANCIAL CORPORATION
301 EAST COLORADO BOULEVARD, SUITE 300, PASADENA, CALIFORNIA 91101-1901
(818) 585-6700
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1994
The annual meeting of shareholders of Wesco Financial Corporation ("Wesco")
will be held in the banquet room of Pasadena Cafeteria, 325 East Colorado
Boulevard, Pasadena, California, on Wednesday, May 25, 1994 at 4:00 p.m. for the
following purposes:
1. To elect seven directors to hold office until the next meeting of
shareholders or until their respective successors shall have been duly
elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed March 31, 1994, at the close of business,
as the record date for the determination of shareholders entitled to this notice
and to vote at such annual meeting or any adjournment or adjournments thereof. A
list of the shareholders as of such record date will be open to examination by
any shareholder for any purpose germane to the meeting during ordinary business
hours at Wesco's principal office at 301 East Colorado Boulevard, Suite 300,
Pasadena, California for a period of at least ten days prior to May 25, 1994.
All shareholders are requested to sign, date and complete the enclosed form
of proxy promptly and return it in the accompanying postage-prepaid,
self-addressed envelope, whether or not they expect to attend the meeting, to
assure that their shares will be represented. Any shareholder giving a proxy has
the right to revoke it at any time before it is voted at the meeting.
By Order of the Board of Directors
MARGERY A. PATRICK
Secretary
Pasadena, California
April 8, 1994
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Requests for additional copies of this Notice and accompanying
Proxy Statement should be addressed to Margery A. Patrick, Secretary,
Wesco Financial Corporation, at the above address.
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<PAGE> 3
PROXY STATEMENT
WESCO FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
May 25, 1994
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of WESCO FINANCIAL CORPORATION ("Wesco") of proxies to be
voted at the May 25, 1994 Annual Meeting of the Shareholders of Wesco. Wesco's
principal office is located at 301 East Colorado Boulevard, Suite 300, Pasadena,
California 91101-1901, and its telephone number is (818) 585-6700. This Proxy
Statement is expected to be mailed to shareholders on or about April 8, 1994,
together with Wesco's combined annual report and Annual Report to the Securities
and Exchange Commission on Form 10-K for the calendar year ended December 31,
1993.
PROXIES AND REVOCATION
The shares represented by each properly executed, unrevoked form of proxy
received in time for the meeting will be voted. Any shareholder giving a proxy
has the power to revoke it at any time before it is voted at the meeting, and it
shall be suspended if the shareholder is present at the meeting and desires to
vote in person.
Wesco intends to solicit proxies principally by the use of the mail. It
will also request banks, brokerage firms and other custodians, nominees and
fiduciaries to forward copies of the form of proxy and Proxy Statement to
persons for whom they hold stock of Wesco and request authority for the
execution of proxies. Wesco will reimburse such banks, brokerage firms,
custodians, nominees and fiduciaries for their actual expenses incurred in
connection therewith at not higher than usual and customary rates. Officers of
Wesco may solicit proxies to a limited extent by telephone, but without cost to
Wesco, except actual out-of-pocket communication charges, which are expected to
be insignificant. The entire cost of soliciting proxies will be paid by Wesco.
ELECTION OF DIRECTORS
At the annual meeting, the seven nominees for Director receiving the
highest number of affirmative votes will be elected Wesco directors
("Directors"). The term of each Director will expire at the time of the 1995
annual meeting expected to be held in May 1995 or upon the election and
qualification of his or her respective successor. Each nominee is currently a
Director of Wesco. Additional information concerning the nominees is set forth
on page 3.
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<PAGE> 4
<TABLE>
<CAPTION>
Served as Principal Occupation, Business Experience During
Name Director Since Past Five Years, Age, and Other Information
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles T. Munger 3-20-73 Mr. Munger has been Chairman of the Board and Chief
Executive Officer of Wesco since January 1984; prior to
July 1992 he was also President. He also served as Chairman
of the Board and Chief Executive Officer of Mutual Savings
and Loan Association ("Mutual Savings"), formerly a Wesco
subsidiary, from January 1984 until October 1987, and from
May 1988 through December 1993. He also has been a director
of Blue Chip Stamps and its predecessor by the same name
(collectively, "Blue Chip") since 1969. Blue Chip, the
parent of Wesco, is engaged in the trading stamp business.
Since 1978, Mr. Munger has been Vice Chairman of Berkshire
Hathaway Inc. ("Berkshire"), parent of Blue Chip; Berkshire
is engaged in insurance, candy, retailing, manufacturing,
and newspaper and encyclopedia publishing. He has also
served, since 1977, as Chairman of the Board and a director
of Daily Journal Corporation, publisher of specialty
newspapers in California. Since October 1987, he has been a
director of Salomon Inc, a financial services holding
company, in which Berkshire holds a large but not
controlling interest. Since February 1993 he has been a
director of USAir Group, Inc., which owns a domestic air
carrier and in which Berkshire holds a large but not
controlling interest. Mr. Munger is 70 years of age.
Robert H. Bird 12-21-89 Mr. Bird has been President of Wesco since June 1992, and
was also President of Mutual Savings from June 1992 through
December 1993. From December 1989 to June 1992, he served
as Vice Chairman of the Board of Wesco and of Mutual
Savings. He has also served as President and a director of
MS Property Company, another Wesco subsidiary, since its
activation in October 1993. He has also served as President
of Blue Chip since January 1987 and, prior thereto, served
in various financial and other offices of Blue Chip after
joining it in 1968. Mr. Bird has also served as a director
of Blue Chip since 1978 and as a Vice President of
Berkshire since 1983. Mr. Bird is 62 years of age.
Carolyn H. Carlburg 5-23-91 Ms. Carlburg is an attorney and has been engaged in the
practice of law since 1977. For the last thirteen years she
has been in private practice under the name Carolyn H.
Carlburg & Associates, attorneys at law, specializing in
land use matters and business litigation. Ms. Carlburg is
47 years of age.
William T. Caspers 3-18-59 Mr. Caspers has been engaged in personal investments since
1977. Prior to that time, he served as Vice President of
Wesco from 1960 and Senior Vice President of Mutual Savings
from 1961. Mr. Caspers has been a director of MS Property
Company since October 1993. Mr. Caspers is 71 years of age.
James N. Gamble 1-19-65 Mr. Gamble has been engaged in the investment counseling
business since 1956, currently under the name Gamble,
Jones, Holbrook & Bent and previously under his own name.
Mr. Gamble is 71 years of age.
Elizabeth Caspers Peters 7-18-67 Mrs. Peters is engaged in personal investments. Before she
began continuous service as a Director in 1967 she served
on the Board in 1959 and 1960. Mrs. Peters has been a
director of MS Property Company since October 1993. Mrs.
Peters is 68 years of age.
David K. Robinson 3-18-59 Mr. Robinson is a partner, through his professional
corporation, in Hahn & Hahn, attorneys at law, and has been
associated with that firm for more than forty years. He is
legal counsel for Wesco, and, through 1993, served in that
capacity for Mutual Savings. Mr. Robinson is 75 years of
age.
</TABLE>
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<PAGE> 5
Mr. Caspers and Mrs. Peters are brother and sister. There are no other family
relationships among Wesco's Directors and officers.
In addition to Messrs. Munger and Bird, the executive officers of Wesco are
the individuals listed below. All officers are elected to serve for one year or
until their successors shall have been elected and qualified.
<TABLE>
<CAPTION>
Principal Occupation, Business Experience During
Name Past Five Years, Age, and Other Information
- ----------------------------------------------------------------------------------------------------
<S> <C>
Jeffrey L. Jacobson Mr. Jacobson has served as Vice President and Chief Financial Officer of
Wesco since 1984. He also served Mutual Savings as Vice President and Chief
Financial Officer from 1984 through 1993 and has served MS Property Company
in that capacity since October 1993. He has also served in various financial
and other offices of Blue Chip since joining it in 1977 -- currently he is
Vice President and Chief Financial Officer -- and has served as a Blue Chip
director since 1987. Mr. Jacobson is 46 years of age.
Robert E. Sahm Mr. Sahm has served Wesco as Vice President in charge of building management
since 1971 and, prior thereto, served as Building Manager from 1967. He also
served as Senior Vice President in charge of property development for Mutual
Savings from 1989 through 1993 and, prior thereto, as Vice President from
June 1988. Since October 1993, he has also served MS Property Company as
Senior Vice President in charge of property development and sales, and as a
director. Mr. Sahm is 66 years of age.
</TABLE>
VOTING SECURITIES AND HOLDERS THEREOF
On March 31, 1994, the record date for determination of shareholders
entitled to notice of and to vote at the annual meeting, a total of 7,119,807
shares of capital stock were outstanding. All information regarding stock
ownership is given as of that date. Shareholders have the right to elect
Directors by cumulative voting in accordance with Wesco's Bylaws: each share has
votes equal to the number of Directors to be elected (seven), and the votes may
be cast for one candidate or distributed among two or more candidates. On all
other matters, each share has one vote. Votes withheld as to specific Directors
on forms of proxy are treated as votes cast in determining if a quorum is
present to transact business and are not subtracted from the votes cast in favor
of such Directors. Any portion of the shares held by a broker or other party
that is not voted on an omnibus proxy is neither counted in determining if a
quorum is present nor treated as votes cast for any purpose.
The persons appointed as proxies on the accompanying form of proxy have
informed Wesco of their intent to distribute, in such proportion as they see
fit, the votes represented by proxies in favor of the election of the seven
nominees named above, or for substitute persons selected by the Board of
Directors in the event one or more of said nominees declines or is unable to
serve, which event is not contemplated.
Blue Chip, a wholly owned subsidiary of Berkshire owns 5,703,087 shares
(80.1%) of Wesco stock. Warren E. Buffett, Chairman of the Board and Chief
Executive Officer of Berkshire, has sole voting power with respect to 479,242
shares (40.7%) and shared voting power with respect to 36,984 shares (3.1%) of
Berkshire. Therefore, Mr. Buffett may be deemed to be in control of Berkshire,
Blue Chip and Wesco. Charles T. Munger, the Chairman of the Board of Wesco, is
also Vice Chairman of the Board of Berkshire, and consults with Mr. Buffett with
respect to Wesco's investment decisions and major capital allocations, but Mr.
Buffett has no active participation in Wesco's management.
Berkshire's principal executive offices are located at 1440 Kiewit Plaza,
Omaha, Nebraska 68131, which is also Mr. Buffett's principal address. Blue
Chip's principal executive offices are located at 5901 South Eastern Avenue, Los
Angeles, California 90040.
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<PAGE> 6
Beneficial ownership of Wesco's capital stock as of the record date by Blue
Chip (the only company or person known to Wesco's management to beneficially own
5% or more of its outstanding capital stock), by all nominees for Director, by
executive officers, and by all Directors and executive officers as a group is
set forth below.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name Ownership(1) Class
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Blue Chip Stamps 5,703,087(2) 80.102%
William T. Caspers 6,800(3) *
Elizabeth Caspers Peters 99,123(4) 1.392
David K. Robinson 300 *
Robert E. Sahm 50 *
All Directors and executive officers as a group 106,273(3, 4, 5) 1.493
</TABLE>
- ---------------
* Less than 1%.
(1) Beneficial owner has sole voting and investment power, and economic
interest, except as indicated.
(2) Voting and investment power may be deemed to be controlled by Warren E.
Buffett by virtue of the relationships described on page 4.
(3) Includes 3,650 shares held by a trust of which Mr. Caspers is trustee and
income beneficiary.
(4) Includes 16,843 shares held by a trust of which Mrs. Peters is a co-trustee
with her children and income beneficiary.
(5) Does not include the 5,703,087 shares (80.102%) held by Blue Chip, of which
Wesco Directors Charles T. Munger and Robert H. Bird are directors and
executive officers.
BOARD OF DIRECTOR INTERLOCKS AND INSIDER PARTICIPATION
Charles T. Munger, Chairman of the Board of Wesco, is also Chairman of the
Board of Blue Chip and Vice Chairman of the Board of Berkshire. Mr. Munger
directly owns 20,044 shares (1.7%) of Berkshire.
REQUIREMENTS FOR REPORTING SECURITIES OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934 requires Wesco's
executive officers and Directors, and persons who own more than ten percent of a
registered class of Wesco's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the
American Stock Exchange. Executive officers, Directors and shareholders owning
more than ten percent are required by SEC regulation to furnish Wesco with
copies of all such Section 16(a) reports they file.
Based solely on its review of the copies of such Section 16(a) reports
received by it, or written representations from certain persons subject to
Section 16(a) reporting that no such reports were required to be filed, Wesco
believes that its executive officers, Directors, and beneficial owners of more
than ten percent complied with all applicable filing requirements during 1993.
COMMITTEES AND MEETINGS
Wesco has a standing Audit Committee whose members are William T. Caspers,
Chairman; Carolyn H. Carlburg; James N. Gamble; and David K. Robinson. The
primary functions of the Audit Committee are to recommend to the Board of
Directors a firm of independent auditors to examine and report on the financial
statements; to review the auditors' planning of the annual audit, the audited
financial statements and the results of
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<PAGE> 7
the audit; and to inquire into important internal control, accounting and
financial reporting matters. Wesco does not have nominating, compensation, or
other committees.
The Board of Directors held six regularly scheduled meetings during the
year 1993, and there were three special meetings. The Audit Committee held one
meeting during the year 1993. No Director attended fewer than 75 percent of the
combined total number of meetings of the Board of Directors and Audit Committee
(if a member thereof) held during the year.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors who are not officers currently receive an annual fee of $3,600,
plus $300 for each special meeting which they attend. The Chairman of the Audit
Committee receives an annual fee of $1,800. Other members of the Audit Committee
receive $300 for each meeting attended.(1)
The following table shows compensation paid by Wesco and its subsidiaries
to its Chief Executive Officer and its other executive officers for the three
years ended December 31, 1993.
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------
Name and Capacity All Other
in Which Served Year Salary(2) Bonus3 Compensation(1)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles T. Munger -- Chairman of the Board and 1993 $ -- $ -- $ 2,107
Chief Executive Officer, Wesco and Mutual 1992 -- -- 2,097
Savings, and, prior to July 1992, President of 1991 -- -- 2,498
Wesco
Robert H. Bird -- President, Wesco and Mutual 1993 200,000 -- 1,478
Savings since June 1992 and, since October 1992 96,000 -- 1,439
1993, MS Property Company; Vice Chairman, Wesco 1991 -- -- 1,550
and Mutual Savings prior to July 1992
Jeffrey L. Jacobson -- Vice President and Chief 1993 125,000 -- --
Financial Officer, Wesco, Mutual Savings and, 1992 117,600 -- --
since October 1993, MS Property Company 1991 104,000 -- --
Robert E. Sahm -- Vice President, Wesco; Senior 1993 117,600 9,800 --
Vice President, Mutual Savings and, since 1992 108,000 9,000 --
October 1993, MS Property Company 1991 100,900 8,400 --
</TABLE>
- ---------------
(1) Directors and their dependents have been eligible for coverage under a
health and dental insurance program maintained by a wholly owned subsidiary.
The amount shown as "All Other Compensation" represents the portion of the
cost of such coverage which was provided the Director at no charge but would
have been charged had the Director been an employee. The corresponding cost
for all Directors was $9,825 in 1993.
(2) Messrs. Munger, Bird and Jacobson are employees of, and compensated by, Blue
Chip but spend part or most of their time on the activities of Wesco and its
subsidiaries. The figures represent the amounts paid to Blue Chip by Wesco
and its subsidiaries for Mr. Bird's services during the three years ended
December 31, 1993 and for Mr. Jacobson's during the three-year period. Blue
Chip was not compensated by Wesco or its subsidiaries for Mr. Munger's
services during the three-year period or for Mr. Bird's prior to July 1992.
Mr. Munger was paid a total of $100,000 by Blue Chip for each of the three
years shown.
(3) Mr. Sahm's bonus is based on a longevity-of-service formula applicable to
all employees of the Company and is equal to one month's salary.
Until October 8, 1993, Mutual Savings maintained a non-contributory pension
plan, which provided retirement benefits for all Mutual Savings and Wesco
employees. Company contributions were actuarially determined to provide a trust
fund with assets sufficient for the payment of benefits. No company
contributions were required for the years shown in the table above because the
plan was overfunded. Benefits were payable under the plan to eligible
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<PAGE> 8
participants at retirement, either monthly or in an actuarially determined lump
sum. The normal benefit for a person retiring at age 65 with 20 years of service
was equal to 20% of final average compensation plus 13% of such compensation in
excess of average maximum compensation used for social security purposes. An
adjustment was made if a person retiring was older or younger than age 65, or
had more or less than 20 years of service.
The pension plan was terminated effective October 8, 1993 and all employees
of Wesco and Mutual Savings became vested. Later in 1994, after receipt of
regulatory approvals, all plan assets will be distributed to the benefit of plan
participants. Distributions will be composed of (1) a benefit based on
compensation and years of service (for illustration, see the table below for a
participant retiring at age 65) and (2) a pro rata share of the amount by which
the plan is overfunded.
The following table shows the estimated annual retirement income for
pension plan participants retiring at age 65, based on a straight-life annuity.
Benefits are not subject to deduction for social security or other offset
amounts.
<TABLE>
<CAPTION>
Final Years of Service(2)
Average -------------------------------------------
Salary(1) 10 15 20 25
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 15,000 $ 1,500 $ 2,250 $ 3,000 $ 3,000
25,000 2,648 3,973 5,297 5,297
35,000 4,298 6,448 8,597 8,597
45,000 5,948 8,923 11,897 11,897
60,000 8,423 12,635 16,847 16,847
75,000 10,898 16,348 21,797 21,797
90,000 13,373 20,060 26,747 26,747
100,000 15,023 22,535 30,047 30,047
125,000 19,148 28,723 38,297 38,297
</TABLE>
- ------------------
(1) Final average salary is based on the annual average of all cash compensation
received by the participant in the ten consecutive years before his or her
65th birthday.
(2) Mr. Sahm has 29 years of credited service. Messrs. Munger, Bird and Jacobson
were not covered by the plan.
REPORT ON EXECUTIVE COMPENSATION*
Wesco's program of executive compensation is believed different from most
public corporations' programs. Messrs. Munger, Bird and Jacobson are not
employees of Wesco or a Wesco subsidiary, nor are they remunerated directly by
Wesco or a Wesco subsidiary for their services. All three are employed by, and
constitute the board of directors of, Blue Chip. Wesco and its subsidiaries
reimburse Blue Chip for the services of Messrs. Bird and Jacobson based on Blue
Chip's cost of their compensation, including related taxes and benefits, and an
estimate of the relative time each individual devotes to the business of each
company. Wesco and its subsidiaries do not reimburse Blue Chip for Mr. Munger's
services.
The Board of Directors of Wesco, at least annually, reviews and approves
the compensation of, or any reimbursement to Blue Chip for, Wesco's executive
officers based on the recommendation of Mr. Munger. Factors considered annually
by Mr. Munger are typically subjective and include individual performance,
changes in responsibility and inflation. Neither the profitability of Wesco nor
the market price of Wesco's stock is considered in setting executive
compensation.
- ------------------
* Submitted by the Wesco Board of Directors: Charles T. Munger, Robert H. Bird,
Carolyn H. Carlburg, William T. Caspers, James N. Gamble, Elizabeth Caspers
Peters and David K. Robinson.
7
<PAGE> 9
STOCK PERFORMANCE GRAPH
The following graph compares the value of $100 invested in Wesco capital
stock from December 31, 1988 through December 31, 1993 with similar investments
in the Standard and Poor's ("S&P") 500 Stock Index and the S&P Financial Index,*
assuming reinvestment of dividends.
<TABLE>
<CAPTION>
Measurement Period Wesco S&P 500 S&P
(Fiscal Year Covered) Financial Corp. Stock Index Fiancial Index
<S> <C> <C> <C>
1988 100 100 100
1989 154.10 131.69 132.65
1990 120.46 127.60 104.22
1991 184.85 166.47 157.10
1992 214.73 179.15 193.82
1993 337.87 197.21 215.32
</TABLE>
- ------------------
* A majority of the operations of Wesco and its subsidiaries have been financial
in nature, and thus a comparison of Wesco stock with the S&P Financial Index,
as above, may be considered meaningful. However, because of the diversity of
the other activities engaged in by the Wesco group, Wesco as a whole is not
believed to be a member of any peer group of companies whose stocks could be
indexed for meaningful comparison.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors has
selected Deloitte & Touche as the independent public accounting firm for Wesco
and its subsidiaries for the year ending December 31, 1994. It is expected said
firm will perform services similar to those rendered in 1993. Representatives
from Deloitte & Touche are expected to be present at the May 25, 1994 annual
meeting of shareholders; they will be given the opportunity to make a statement
if they so desire and to respond to any appropriate questions.
PROPOSALS OF SHAREHOLDERS
Any shareholder wishing to present a proposal at the annual meeting of
shareholders expected to be held in May 1995 must submit the proposal to Wesco
by January 1, 1995. The proposal must be in accordance with the provisions of
Rule 14a-8 of Regulation 14A of the Securities Exchange Act of 1934. It is
suggested the proposal be submitted by certified mail -- return receipt
requested.
OTHER MATTERS
As far as Wesco is aware, there are no other matters to be brought before
the May 25, 1994 annual meeting. Should any other matters come before the
meeting, action will be taken thereon by the persons appointed as proxies on the
accompanying form of proxy, or their substitutes, according to their discretion.
By Order of the Board of Directors
MARGERY A. PATRICK
Secretary
Pasadena, California
April 8, 1994
8
<PAGE> 10
WESCO FINANCIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints CHARLES T. MUNGER and MARGERY A. PATRICK, or
either of them, as Proxies, each with the power to appoint his or her
substitute and hereby authorizes them to represent and to vote, as directed on
the other side hereof, all shares of capital stock of WESCO FINANCIAL
CORPORATION held of record by the undersigned on March 31, 1994 at the annual
meeting of shareholders to be held in the banquet room of Pasadena Cafeteria,
325 East Colorado Boulevard, Pasadena, California, on Wednesday, May 25, 1994
at 4:00 p.m., or at any adjournment or adjournments thereof.
(Continued and to be signed on the other side)
<PAGE> 11
Please mark
your votes
as this
[X]
------------
Common
1. ELECTION OF DIRECTORS until the next annual meeting of shareholders or
until their respective successors shall have been duly elected and
qualified.
all nominees listed
at the right (except
as marked to the
contrary)
WITHHOLD
FOR AUTHORITY
[ ] [ ]
to vote for all nominees listed at the right
Charles T. Munger, Robert H. Bird, Carolyn H. Carlburg, William T.
Caspers, James N. Gamble, Elizabeth Caspers Peters, David K. Robinson
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, LINE
THROUGH HIS OR HER NAME ABOVE.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION AS DIRECTORS OF ALL NOMINEES LISTED IN PROPOSAL 1.
Please sign exactly as name appears herein. If shares are held by joint
tenants, both should sign. If signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If signing on behalf of a
corporation, an authorized officer such as the president should sign in full
corporate name together with signature and title. If signing on behalf of a
partnership, an authorized person should sign in full partnership name together
with signature and position.
Dated:______________________________________, 1994
__________________________________________________
Proxy number
__________________________________________________
Signature
__________________________________________________
Shares of Common Stock
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
