<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-110 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):
/ / $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 transaction 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.:
--------------------------------------------------------------------
(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 15, 1996
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 15, 1996 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 19, 1996, 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 15, 1996.
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
ensure 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
March 28, 1996
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.
1
<PAGE> 3
PROXY STATEMENT
WESCO FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
May 15, 1996
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 15, 1996 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 4, 1996,
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,
1995.
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 expenditures incurred in
connection therewith at not higher than usual and customary rates; facsimile
transmissions are not considered necessary, and expenditures related thereto
will not be reimbursed. Officers of Wesco may solicit proxies to a limited
extent by telephone, but without incremental 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 1997
annual meeting expected to be held in May 1997 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.
2
<PAGE> 4
<TABLE>
<CAPTION>
Director Principal Occupation, Business Experience During
Name 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 diverse businesses, including insurance, shoes, 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,
with certain of its subsidiaries, holds a large but not
controlling interest. Mr. Munger is 72 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 64 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 fifteen 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
49 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 a Vice President of
Wesco from 1960 and a Senior Vice President of Mutual
Savings from 1961. Mr. Caspers has been a director of MS
Property Company since October 1993. Mr. Caspers is 73
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 73 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 70 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 approximately fifty
years. He is legal counsel for Wesco, and, through 1993,
served in that capacity for Mutual Savings. Mr. Robinson
is 77 years of age.
</TABLE>
Mr. Caspers and Mrs. Peters are brother and sister. There are no other family
relationships among Wesco's Directors and officers.
3
<PAGE> 5
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 48 years of
age.
Robert E. Sahm Mr. Sahm, since 1971, has served Wesco as Vice President in charge of
building management and, ultimately, all real estate operations; prior
thereto, he 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 management, development and sales, and as a
director. Mr. Sahm is 68 years of age.
</TABLE>
VOTING SECURITIES AND HOLDERS THEREOF
On March 19, 1996, 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 but are excluded 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 (i) in favor of the election of the seven
nominees named above, or (ii) in the event one or more of said nominees is
unable to serve, which event is not contemplated, for the remainder of the
nominees named above supplemented by any substitute nominee or nominees selected
by the Board of Directors
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 479,202
shares (40.2%) and shared voting power with respect to 36,985 shares (3.1%) of
Berkshire. Therefore, Mr. Buffett may be deemed to be in control of Berkshire,
Blue Chip and Wesco. Charles T. Munger, 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 301 East Colorado Boulevard,
Suite 300, Pasadena, California 91101-1901.
4
<PAGE> 6
Blue Chip is the only company or person known to Wesco's management to own
beneficially 5% or more of its outstanding capital stock. Beneficial ownership
of Wesco's capital stock by Blue Chip and by all Directors and executive
officers who own shares is set forth below.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name Ownership(1) of Class
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Blue Chip Stamps 5,703,087(2) 80.1%
William T. Caspers 4,750(3) *
Elizabeth Caspers Peters 76,075(4) 1.1
David K. Robinson 300 *
Robert E. Sahm 3,150 *
All Directors and executive officers as a group 84,275(3,4,5) 1.2
</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 2,000 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 (80.1%) 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 18,822 shares (1.6%) 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 1995.
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 review the audited financial
statements and the results of the audit, and to inquire into important internal
control, accounting and financial reporting matters. Wesco does not have
nominating, compensation, or other committees.
5
<PAGE> 7
During 1995, the Board of Directors held six regularly scheduled meetings,
and the Audit Committee held one. 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.
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, 1995.
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------
Name and Capacity All Other
in Which Served Year Salary(1) Bonus(2) Compensation(1,3)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles T. Munger -- Chairman of the Board and Chief 1995 $ -- $ -- $ --
Executive Officer of Wesco and, through December 1994 -- -- --
1993, Mutual Savings 1993 -- -- 2,107
Robert H. Bird -- President of Wesco, Mutual Savings 1995 144,000 -- --
through December 1993, and MS Property Company 1994 180,000 -- --
since October 1993 1993 200,000 -- 1,478
Jeffrey L. Jacobson -- Vice President and Chief 1995 120,000 -- --
Financial Officer of Wesco, Mutual Savings through 1994 120,000 -- --
December 1993, and MS Property Company since 1993 125,000 -- --
October 1993
Robert E. Sahm -- Vice President of Wesco; Senior 1995 127,100 11,100 --
Vice President of Mutual Savings through 1994 122,400 10,600 --
December 1993, and MS Property Company since 1993 117,600 9,800
October 1993
</TABLE>
- ---------------
(1) Messrs. Munger, Bird and Jacobson are employees of, and compensated by, Blue
Chip but spend a portion of their time on the activities of Wesco and its
subsidiaries. The figure represents the amount paid to Blue Chip by Wesco
and its subsidiaries for the services of Messrs. Bird and Jacobson. Blue
Chip was not compensated by Wesco or its subsidiaries for Mr. Munger's
services during the three-year period. Mr. Munger was paid a total of
$100,000 by Blue Chip for each of the three years; in addition, he received
directors' fees in cash or deferred phantom equity interest from certain
non-subsidiary companies in which Berkshire, Wesco and/or their subsidiaries
have significant investments, valued as follows: 1995, $93,200; 1994,
$76,200; 1993, $66,400.
(2) Mr. Sahm's bonus is based on a length-of-service formula applicable to all
employees of Wesco, Mutual Savings and MS Property Company and is equal to
one month's salary.
(3) The Chairman of the Audit Committee and his dependents have been eligible
for coverage under a health and dental insurance program maintained by a
wholly owned subsidiary. Prior to 1994, that benefit was also made available
to all other Directors and their dependents. The amount shown as "All Other
Compensation" for 1993 represents the portion of the cost of such coverage
that was provided the Director at no charge but would have been charged had
the Director been an employee. The corresponding cost for the Audit
Committee Chairman and his dependents was $1,576 in 1995.
In late 1993, Mutual Savings terminated its non-contributory pension plan.
In 1994, all plan assets were distributed to the benefit of the employees of
Wesco and Mutual Savings, all of whom had become vested participants.
Distributions comprised (1) a benefit based on compensation and years of service
through plan termination date and (2) a pro rata share of the amount by which
the plan was overfunded. Mr. Sahm, who had
6
<PAGE> 8
29 years of credited service, received a total distribution of $466,763. 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, 1990 through December 31, 1995 with similar investments
in the Standard and Poor's ("S&P") 500 Stock Index, the S&P Property-Casualty
Insurance Index and the S&P Financial Index,* assuming reinvestment of
dividends.
<TABLE>
<CAPTION>
S&P Prop-
Measurement Period Wesco Finan- S&P 500 Stock erty-Casualty S&P Finan-
Fiscal Year Covered) cial Corp. Index Insurance cial Index
<S> <C> <C> <C> <C>
1990 100 100 100 100
1991 153.46 130.47 125.19 150.74
1992 178.25 140.41 146.61 185.97
1993 280.49 154.56 144.02 206.61
1994 251.39 156.6 151.07 199.31
1995 400.45 215.45 204.54 307.42
</TABLE>
- ---------------
* There is still considerable diversity in Wesco's operations, and thus Wesco is
not believed to be a member of any peer group of companies whose stocks could
be indexed for meaningful comparison. However, with the withdrawal of Mutual
Savings from the savings and loan business in October 1993, the principal
activity of the Wesco consolidated group has clearly become the property and
casualty insurance business. Thus, the S&P Property-Casualty Index, among
others, is also included for those wishing to make a comparison with Wesco's
stock performance.
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives from Deloitte & Touche LLP, the independent public
accounting firm for Wesco and its subsidiaries for the year ended December 31,
1995, are expected to be present at the May 15, 1996 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. The Board of Directors has
not yet selected auditors for the year ending December 31, 1996.
PROPOSALS OF SHAREHOLDERS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation at the annual meeting of shareholders expected
to be held in May 1997 must be received by Wesco by December 10, 1996. The
proposal must be in accordance with the provisions of Rule 14a-8 promulgated by
the Securities and Exchange Commission under 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 matters to be brought before the May
15, 1996 Annual Meeting other than the election of Directors. 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
March 28, 1996
8
<PAGE> 10
PROXY
WESCO FINANCIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1996
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 19, 1996 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 15, 1996,
at 4:00 p.m., or at any adjournment or adjournments thereof.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 11
[WESCO PASADENA LOGO]
WESCO FINANCIAL CORPORATION
<PAGE> 12
Please mark
your votes as /X/
indicated in
this example.
1. ELECTION OF DIRECTORS until the next annual meeting of shareholders or
until their respective successors shall have been duly elected and
qualified.
WITHHOLD
all nominees listed FOR AUTHORITY to vote for all
at the right (except nominees
as marked to the / / / / listed at the
contrary) 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.
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.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature(s)___________________________________Date_____________________
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
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 13
YOUR VOTE IS IMPORTANT TO THE COMPANY
AFTER SIGNING AND DATING, PLEASE
TEAR OFF THE TOP PORTION OF THIS SHEET
AND RETURN IT IN THE ENCLOSED POSTPAID ENVELOPE
