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WRITER
[LOGO]
1995 Proxy Statement
The Writer Corporation
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27 Inverness Drive East
Englewood, Colorado 80112
(303) 790-2870
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of THE WRITER CORPORATION will be held in
the conference room at the Company's Corporate Offices located at 27 Inverness
Drive East, Englewood, Colorado 80112, on June 29, 1995 at 2:00 P.M., for the
following purposes:
1) To elect 7 directors to serve for the ensuing year and until their
successors are elected and shall qualify;
2) To consider and act upon a proposal to approve the accounting firm of
Deloitte & Touche as independent auditors; and
3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on May 15, 1995, are
entitled to notice of and to vote at the meeting or at any adjournment thereof.
Shareholders are invited to attend the meeting in person. If you are unable to
attend in person, please sign, date and return the enclosed proxy so that it
will be received by the Company on or prior to June 26, 1995. A return postage
paid envelope is provided for your convenience.
By Order of the Board of Directors
Englewood, Colorado \s\ George S. Writer, Jr.
June 1, 1995 George S. Writer, Jr., Chairman
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THE WRITER CORPORATION
27 Inverness Drive East
Englewood, Colorado 80112
June 1, 1995
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of THE WRITER CORPORATION
(the "Company") in connection with the solicitation by and on behalf of the
management of the Company of proxies to be voted at the annual meeting of
shareholders to be held on June 28, 1995, or at any adjournment thereof.
The enclosed proxy, even though executed and returned, may be revoked at any
time before being voted, by written notice mailed or delivered to the Secretary
of the Company, by substitution and delivery of a new proxy bearing at a later
date, or by request for return of the proxy at the meeting. Unless revoked,
proxies will be voted in accordance with the instructions contained therein, and
if no instructions are given with respect to the proposals referred to in the
accompanying Notice of Annual Meeting, proxies will be voted in favor of such
proposals.
Officers and other representatives of the Company may solicit proxies by
telephone, telegraph, telefax and personal interview, as well as by mail. The
costs of solicitations will be borne by the Company.
The Company has one class of common stock. Each share of common stock is
entitled to one vote on all matters which come before the meeting. Only
shareholders of record at the close of business on May 15, 1995, will be
entitled to vote at the meeting. At that date there were 5,960,200 shares of
common stock outstanding. Cumulative voting is not allowed in the election of
directors or for any other matter.
BENEFICIAL OWNERSHIP OF THE COMPANY'S STOCK
As of March 15, 1995, to the knowledge of the Company, the following persons
owned beneficially and of record more than 5 percent of the Company's common
stock:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
<S> <C> <C> <C>
Common Stock George S. Writer, Jr. (1) 1,165,475 19.6%
Common Stock Phelps-Tointon, Inc. (2) 928,333 15.6%
Common Stock Polaris Capital Corp. (3) 549,384 9.2%
New York, NY
1
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<FN>
(1) Control person of the Company
(2) Mr. Robert G. Tointon, one of the Company's Directors is a Director and
President of Phelps-Tointon, Inc.
(3) This Company is a wholly-owned subsidiary of The Broe Companies, Inc.
Mr. Patrick D. Broe, one of the Company's Directors, is a Director, the
President and sole shareholder of The Broe Companies, Inc.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The Following information indicates the common stock of the Company beneficially
owned, directly or indirectly, by all directors and executive officers of the
Company as of March 15, 1994.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Title of Class Beneficiary Ownership Of Class
-------------- --------------------- --------
<S> <C> <C> <C>
George S. Writer, Jr. Common Stock 1,165,475 19.6%
Robert G. Tointon (1) Common Stock 928,333 15.6%
Patrick D. Broe (2) Common Stock 549,384 9.2%
Deane J. Writer, Jr. Common Stock 220,000 3.7%
Roland Seidler, Jr. (3) Common Stock 216,474 3.6%
Louis P. Bansbach, III Common Stock 158,751 2.7%
Robert R. Reid Common Stock 25,430 (4)
Daniel J. Nickless Common Stock 23,930 (4)
Ronald S. Loser Common Stock 11,900 (4)
Derrell Schreiner Common Stock 5,000 (4)
All Directors &
Officers as a group (10) Common Stock 3,276,006 55.14%
<FN>
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(1) Reflects shares held by Phelps-Tointon, Inc., of which Mr. Tointon is the
President and part owner.
(2) Reflects shares held by Polaris Capital Corp., a company owned by Mr.
Broe, for which he also serves as President.
(3) Does not include shares in varying amounts owned as a market maker by a
broker-dealer with which Mr. Seidler is affiliated.
(4) Less than 1% of shares outstanding.
</TABLE>
EXECUTIVE COMPENSATION
The information in the following table is given for the Company's Chief
Executive Officer. No other executive officer of the Corporation received total
renumeration from the corporation and its subsidiaries of more than $100,000
during the year ended December 3, 1993.
2
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CASH COMPENSATION TABLE
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<TABLE>
<CAPTION>
Name of Individual Retirement
or Number of Persons Capacities in Salaries, Bonuses and Plan
In Group Which Served Expense Allowances Earnings(1)
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<S> <C> <C> <C>
George S. Writer, Jr. President, Chief
Executive Officer,
Chairman of the Board
of Directors $100,800 $( 69,561)
<FN>
(1) Amounts disclosed represent earnings on the individual vested portion of the
Company's qualified profit sharing retirement plan account balances during the
year presented. The Company has not made contributions to this plan since 1987.
</TABLE>
ELECTION OF DIRECTORS
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A board of seven directors is to be elected. Each director will hold office
until the next annual shareholders' meeting or until his successor shall be
elected and qualified. In the absence of instructions to the contrary, the
persons named in the accompanying proxy will vote the shares represented thereby
in favor of the nominees listed below.
If any nominee becomes unavailable for election (an event not anticipated), the
holders of the proxies will vote for the balance of those named or for a
substitute nominated by the existing Board of Directors. No formal arrangement
for election of any nominee exists.
The following information is provided with respect to each nominee:
Name, Age and Other
Positions, if any, Period Served as Director and Business
With Registrant Experience During Past 5 Years
George S. Writer, Jr., 59 President since July, 1993 and Chief Executive
President, Chief Executive Officer, Chairman of the Board of Directors of The
Officer, Chairman of the Writer Corporation since 1964.
Board of Directors
Roland Seidler, Jr., 66 Elected a director in 1971. Mr. Seidler is the
Chairman of the Board of Directors and Chief
Executive Officer of The Seidler Companies, Inc.,
a Los Angeles based investment banking firm and a
member of the New York Stock Exchange, Inc. Mr.
Seidler is also a member of the Boards of
Directors for Optical Radiation Corporation and
First Business Corporation.
Ronald S. Loser, 61 Elected a director in 1973. Secretary of The
Writer Corporation since its inception. Mr. Loser
is a Principal of Brega & Winters, P.C., a Denver
law firm.
Deane J. Writer, Jr., 59 Elected a director in 1975. Since January 1992
Mr. Writer has been an account executive with HRH
Insurance, a national insurance agency. Prior to
that he was the owner of The Writer Agency, since
1956.
Louis P. Bansbach, III, 54 Elected a director in 1989. Mr. Bansbach is the
President of Columbine Realty, Inc., a Director of
United Bancorp of Wyoming.
Robert G. Tointon, 61 Elected a director in 1992. Mr. Tointon is the
President and Chief Executive Officer of Phelps-
Tointon, Inc., a manufacturer of structural and
architectural pre-stress components, detention
equipment, safes, metal doors and other products.
Mr. Tointon is also a director of Public Service
Company of Colorado.
Patrick D. Broe, 47 Elected a director in 1992. Mr. Broe is President
and Chief Executive Officer of The Broe Companies,
Inc., a diversified holding company based in
Denver, Colorado.
DIRECTOR FEES AND TRANSACTIONS - The Board of Directors of the Company held
eight regular meetings during the year 1994. No director of the Company
attended less than 75% of those meetings. Since 1990 none of the directors have
received directors' fees or other compensation for services as directors.
During 1994 the Company had no nominating, audit or compensation committees,
those functions were performed by the Board of Directors as a whole. The Board
met as an audit committee once during the year in order to review the audited
financial statements with the Company's independent auditors.
In 1994 and 1993, Brega and Winters, the law firm in which Ronald S. Loser was a
principal, was paid attorneys' fees. Additionally, HRH Insurance of which Deane
J. Writer, Jr. is an officer was paid insurance premiums. The Company places
substantially of its insurance coverage through this agency. In the opinion of
management, the amounts charged in these transactions are comparable to charges
which would have been made by unaffiliated parties. Deane J. Writer, Jr. is a
first cousin of George S. Writer, Jr.
4
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - The following information is
furnished with respect to certain transactions in which the amount involved
exceeded $60,000 and which involved an officer, director, beneficial holder of
more than five percent of the voting stock of the Company or a person or entity
affiliated with such persons.
Certain of the Company's officers and directors, directly and indirectly,
provided financial assistance to the Company in several transactions through
December 31, 1994.
SUBDIVISION LOAN PARTICIPATIONS - On January 14, 1992 the Company executed a
Loan Agreement with a real estate investment trust under which $1,500,000 was
committed to the Company. George S. Writer, Jr. and Roland Seidler, Jr.
participated in this transaction by advancing 20% of the committed funds and
will receive 20% of the loan payments, including 20% of a $1,600 per lot
additional interest payment. This loan bears interest at 14% and was
restructured and matures on January 1, 1998. Principal is due as homes are
closed and interest is payable monthly.
On March 11, 1993, the Company completed an acquisition of 46 townhome lots.
The acquisition financing of $500,000 as well as a development commitment of
$320,000 was obtained from this same real estate investment trust. Again,
Directors of the Company including George S. Writer, Jr., Louis P. Bansbach,
III, Roland Seidler, Jr. and a company affiliated with Robert G. Tointon have
committed $150,000 as a participation in this loan. The loan bears interest at
12% and matures on October 31, 1995. Principal is due as lots are sold and
interest is payable monthly.
PENINSULA ACQUISITION AND DEVELOPMENT FINANCING - On August 12, 1992 the Company
acquired 22 acres of vacant ground from its Chairman and Chief Executive Officer
George S. Writer, Jr. The land was transferred at Mr. Writer's out-of-pocket
cost which included amounts for interest, taxes, land planning and engineering,
plus an amount equal to the remaining debt owed by Mr. Writer on the property.
The purchase price was $1,500,000. The acquisition was financed by several
affiliates of the Company including George S. Writer, Jr. ($300,000), Roland
Seidler, Jr. ($150,000), Phelps-Tointon, Inc. ($525,000), Institutional
Holdings, Inc., a company owned by Patrick D. Broe ($150,000), Louis P. Bansbach
III ($225,000) and a non-affiliate who contributed $150,000. The same
affiliates have committed an additional $2,000,000 for development financing
under the same percentages as the acquisition funds. Both the acquisition and
development funds bear interest at 10% and have a maturity date of July 31,
1995.
During 1994 the Company modified this agreement. The modification includes a
provision by which the lender has deferred its profit participation while
$800,000 of cash was accumulated and reserved for future development activities
on this project. This change was necessary to ensure that adequate development
financing was available based on the Company's most recent estimates of costs to
complete. The original agreement required an accelerated distribution of
cashflow in that the lender would receive 75% of the cashflow and the Company
would receive 25% until the lender's initial advance of $3,500,000 million had
been repaid. Under the modification, profits and losses are split equally now
that the reserve has been established. The deferred profit participation is
being repaid to the lender as houses are closed.
5
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FOUNDATION LOANS - On March 19, 1993 the Company entered into a loan agreement
with four affiliates of the Company under which it borrowed $300,000 which is
being used to construct foundations for the Company's inventory of homes. The
loans bear interest at 12% and matures on April 1, 1995. The affiliates include
George S. Writer, Jr. ($100,000), Institutional Holdings, Inc., ($100,000),
Roland Seidler, Jr. ($50,000) and Phelps-Tointon, Inc., ($50,000). In January,
1994, the Company entered into a modification agreement by which the foundation
loan fund was increased to $600,000. The increase was provided by George S.
Writer, Jr. ($100,000) and Phelps-Tointon, Inc. ($200,000) and all other terms
and conditions of the note remain the same. The Company had renewed this
facility and in March 1995, Mr. Writer ($5,000) and Mr. Tointon ($50,000)
purchased Institutional Holdings, Inc. interest.
UNSECURED ADVANCES - During 1989 and 1990 George S. Writer, Jr. advanced an
additional $155,500 for working capital purposes to the Company either
personally or through a corporation which he owns. These advances are
unsecured, non-interest bearing and are due on demand. At December 31, 1994,
approximately $118,000 was owed to Mr. Writer as a result of these advances.
WORKING CAPITAL LOAN AND STOCK SUBSCRIPTION AGREEMENT - On February 14, 1992 the
Company entered into a loan with a corporation affiliated with Mr. Robert
Tointon, who became one of the Company's directors on March 12, 1992. Under the
terms of the loan agreement $175,000 of working capital was advanced to the
Company. The advance bears interest at 10% per annum payable monthly. The loan
has been renewed and matures on February 14, 1996.
SERIES 1993 A CONVERTIBLE UNSECURED PROMISSORY NOTES - The Company currently has
outstanding unsecured convertible debt of $1,000,000 held by Phelps-Tointon,
Inc. in the amount of $500,000; George S. Writer, Jr. in the amount of $312,500;
Polaris Capital Corp. $100,000; Roland Seidler, Jr., in the amount of $87,500.
The convertible debt can be converted into stock at $3.00 of unpaid principal at
any time prior to the maturity date of the note which is September 30, 1997;.
Interest on the debt accrues at prime plus 1-1/2% and is paid monthly.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
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Deloitte & Touche has been selected as the independent public accountants of the
Company for its year ending December 31, 1995. During the year ended December
31, 1994, Deloitte & Touche rendered audit services which included examination
of the annual financial statements and certain filings with the Securities and
Exchange Commission. The Board of Directors, at its meeting on July 7, 1994,
approved the professional services to be provided by Deloitte & Touche for the
year ended December 31, 1994. A representative of Deloitte & Touche will be
present at the annual meeting with an opportunity to make a statement, if he or
she desires to do so, and to answer any appropriate questions.
6
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OTHER BUSINESS
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As of the date of this proxy statement, management is not aware of any other
matters to be presented for action at the meeting, nor has it been advised that
others will present any such matters. If other matters do properly come before
the meeting, the persons named in the proxy intend to vote in accordance with
their best judgment on such matters.
VOTING PROCEDURES
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Provided that a quorum is present, holders of a majority of the shares of the
$.10 par value common stock of the Company, present in person or by proxy at the
meeting, may approve each matter to be voted upon by the shareholders. All
shares as to which abstentions are registered or as to which no vote is cast
will be counted in determining the majority vote necessary to pass the matter
voted upon, but not counted as a vote in favor of such matter, except as
otherwise stated in the proxy. Accordingly, an abstention or a non-vote of a
shareholder present in person or by proxy will be treated the same as a vote
against approval of such matter, unless otherwise stated in the proxy.
SHAREHOLDER PROPOSALS
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Shareholder proposals intended to be presented at the annual meeting of the
Company for the year 1995 must be received by the Company on or before Marcy 1,
1996 in order to be included in the proxy materials mailed by the Company of its
shareholders. Any such proposal must otherwise comply with Securities and
Exchange Commission Rule 14a-8.
\s\ Ronald S. Loser
Englewood, Colorado RONALD S.LOSER
June 1, 1995 Secretary
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THE WRITER CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- JUNE 29, 1995
The undersigned hereby appoints George S. Writer, Jr. or Ronald S. Loser or
either of them, or . . . . . . . . . . or any of them, the lawful proxies of
the undersigned, with the full power of substitution, to represent the
undersigned and vote all shares of The Writer Corporation's stock standing in
the undersigned's name at the Company's annual meeting to be held June 29, 1995
and at any adjournment thereof, as follows:
<TABLE>
<S> <C> <C>
(1) / / for or / / withhold authority to vote for the election of
seven directors named in the accompanying proxy statement
/ / for or / / withhold authority to vote for George S.
Writer, Jr. as a director
/ / for or / / withhold authority to vote for Roland Seidler,
Jr. as a director
/ / for or / / withhold authority to vote for Louis P.
Bansbach, III as a director
/ / for or / / withhold authority to vote for Patrick D. Broe
as a director
(2) / / for or / / against or / / abstain approval of Deloitte &
Touche as independent public accountants for the Company; and
In accordance with their best judgement, upon any other
(3) business which is not now anticipated and properly comes
before the meeting or any adjournment thereof.
<CAPTION>
(1)
/ / for or / / withhold authority to vote for Robert G. Tointon as
a director
/ / for or / / withhold authority to vote for Ronald S. Loser as a
director
/ / for or / / withhold authority to vote for Deane J. Writer, Jr.
as a director
(2)
(3)
<CAPTION>
</TABLE>
NOTE: A shareholder may cross out the names of the proxies printed above and
insert in the blank one or more proxies of his choice. Any person so named who
appears at the meeting, presents a duly executed copy of this proxy and
identifies himself to the secretary shall be the sole proxy of the shareholder
naming him. If, however, the proxy is mailed to The Writer Corporation and none
of the persons so named appears at the meeting and identifies himself to the
secretary, the persons whose names are printed above (whether or not such names
are crossed out) shall be the sole proxies of such shareholder, to the exclusion
of all persons whose names are inserted in the blank.
PLEASE SIGN ON THE REVERSE SIDE
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This proxy will be voted as specified. If no specification is made on the
reverse, this proxy will be voted in accordance with the management's
recommendations, FOR the nominees for election as directors, FOR approval of the
retention of Deloitte & Touche as independent public accountants.
PLEASE SEE REVERSE SIDE
DATED ................................, 1995
SIGNED: ....................................
(SIGNATURE OF SHAREHOLDER)
SIGNED: ....................................
(SIGNATURE OF SHAREHOLDER)
Please date this proxy and sign exactly as your name is printed hereon. When
signing as attorney, executor, administrator, trustee, guardian, etc., give full
title as such. If stock is held jointly, each joint owner should sign.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
