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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 [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential for the Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12
THE WRITER CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as specified in its Charter)
THE WRITER CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . .
(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 the 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 Exchange Act Rule 0-11: *
________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
and 0-11(a)(2) 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:
_____________________________________________________________________
4) Date Filed:
________________________________________________________________
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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 27, 1996 at 2:00 P.M., for the
following purposes:
1) To elect 8 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 6, 1996, 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 20, 1996. A return postage
paid envelope is provided for your convenience.
By Order of the Board of Directors
Englewood, Colorado
June 1, 1996 George S. Writer, Jr., Chairman
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THE WRITER CORPORATION
27 Inverness Drive East
Englewood, Colorado 80112
June 1, 1996
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 27, 1996, 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 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 6, 1996, will be entitled
to vote at the meeting. At that date there were 7,354,590 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 1, 1996, 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) 1,377,475 18.7%
Littleton, Colorado
Common Stock Phelps-Tointon, Inc.(2) 1,220,666 16.6%
Greeley, Colorado
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Common Stock Polaris Capital Corporation(3) 549,384 7.5%
Denver, Colorado
</TABLE>
_________________________
(1) Control person of the Company.
(2) Phelps-Tointon, Inc. is a company which is partly owned by Robert G.
Tointon, one of the Company's directors.
(3) Polaris Capital Corp. is wholly-owned by Patrick D. Broe, one of the
Company's directors.
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 1, 1996.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Title of Class Beneficiary Ownership of Class
-------------- --------------------- --------
<S> <C> <C> <C>
George S. Writer, Jr. Common Stock 1,377,475 18.7%
Robert G. Tointon (1) Common Stock 1,220,666 16.6%
Patrick D. Broe (2) Common Stock 549,384 7.5%
Louis P. Bansbach, III Common Stock 225,238 3.1%
Deane J. Writer, Jr. Common Stock 209,000 2.8%
Roland Seidler, Jr. Common Stock 186,474(3) 2.5%
John Crosland, Jr. Common Stock 160,000 2.2%
Daniel J. Nickless Common Stock 25,710 (4)
Robert R. Reid Common Stock 25,430 (4)
Ronald S. Loser Common Stock 11,900 (4)
Derrell Schreiner Common Stock 5,000 (4)
All Directors &
Officers as a group (11) Common Stock 3,996,277 55.02%
</TABLE>
(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.
EXECUTIVE COMPENSATION
The information in the following table is given as to the Company's Chief
Executive Officer. No other executive officer of the Corporation received total
remuneration from the corporation and its subsidiaries of more than $100,000
during the three years ended December 31, 1995.
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SUMMARY COMPENSATION TABLE
Annual Compensation
____________________________________________________________________________
Name and Principal Other Annual
Position Year Salary Bonus Compensation(1)
George S. Writer, Jr. 1995 $100,800 $-0- $ 257,661
Chief Executive Officer 1994 100,800 -0- (69,561)
1993 99,400 -0- 146,413
___________________________________
(1) Amounts disclosed represent earnings or losses on the individual vested
portion of the Company's qualified profit sharing retirement plan account
balances during the years presented. The Company has not made contributions
to this plan since 1987.
ELECTION OF DIRECTORS
A board of eight 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., 60 Chief Executive Officer, Chairman of the
Chief Executive Officer, Board since 1964. Elected as director in 1961.
Chairman of the Board
of Directors
Roland Seidler, Jr., 67 Elected a director in 1971. Mr. Seidler is the
Chairman and Chief Executive Officer of The
Seidler Companies Incorporated, a Los Angeles
based investment banking firm. Mr. Seidler
also is a member of the Boards of Directors
for First Business Bank and First Business
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Corporation.
Ronald S. Loser, 62 Elected a director in 1973. Secretary of
Secretary The Writer Corporation since its inception.
Mr. Loser is a Principal of Brega & Winters,
P.C., a Denver law firm.
Deane J. Writer, Jr., 62 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, 55 Elected a director in 1989. Mr. Bansbach is
President of Columbine Realty, Inc., and a
Director of United Bancorp of Wyoming.
Robert G. Tointon, 62 Elected a director in 1992. President and
Chief Executive Officer of Phelps-Tointon, Inc.
a manufacturer of structural and architectural
pre-stress components, detention equipment,
safes, and architectural woodwork. Mr.
Tointon is also a director of Public Service
Company of Colorado.
Patrick D. Broe, 48 Elected a director in 1992. President and
Chief Executive Officer of the Broe Companies,
Inc. a diversified holding company based in
Denver, Colorado.
John Crosland Jr., 67 Appointed director in November, 1995. Chairman
of the Crosland Group, a real estate
development company headquartered in Charlotte,
NC, since 1986. Mr. Crosland was appointed a
Life Director of the National Association of
Home Builders (NAHB) in 1968, and serves as a
Trustee to the NAHB Mortgage Finance Committee.
Mr. Crosland also serves as a director for
First Union National Bank of North Carolina and
Summit Properties, a publicly held real estate
investment trust, specializing in apartment
developments, headquartered in Charlotte, North
Carolina.
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DIRECTORS FEES AND TRANSACTIONS - Since 1990 no director fees have been paid to
any director.
In 1995, 1994 and 1993, Brega and Winters, the law firm in which Ronald S. Loser
is a principal, was paid attorneys' fees. Additionally, insurance is placed
with a company with which Mr. Deane J. Writer, Jr. is employed and receives a
commission. The Company places substantially all of its insurance coverage
through this agency. In the opinion of management, the amounts charged in these
transactions are less than or comparable to charges which would have been made
by unaffiliated parties. Deane J. Writer, Jr. is a first cousin of George S.
Writer, Jr.
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, 1995.
COMMON STOCK PURCHASE - During the second quarter of 1995, the Company initiated
and subsequently completed a private placement of its common stock. Four of the
Company's directors participated in the offering; George S. Writer, Jr.,
($300,000), Robert G. Tointon, through his affiliated company, Phelps-Tointon,
Inc., ($200,000), John Crosland, Jr., ($150,000), and Louis P. Bansbach, III,
($100,000).
LAND ACQUISITION LOAN - On June 30, 1995, the Company entered into a short term
borrowing arrangement with George S. Writer, Jr., $138,000, and Robert G.
Tointon, through his affiliated company, Phelps-Tointon, Inc., $138,000, by
which these amounts were advanced to the Company and used to purchase a parcel
of land to be developed into the Company's Settler's Village townhome project.
These notes were repaid through the private placement offering as the debt was
exchanged for shares as repayment. Their additional stock purchases were made
with cash.
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 to include an additional funding commitment of approximately $2.3
million which will allow the Company to finish planned development at another of
the Company's projects, 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
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committed an aggregate of $150,000 as a participation in this loan. The loan
bears interest at 12% and matures on October 31, 1996. 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 funded 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,
1996.
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 to use in development activities on this
project. These funds have been employed. The original agreement required an
accelerated distribution of cash flow in that the lender would receive 75% of
the cash flow and the Company would receive 25% until the lenders' initial
advance of $3,500,000 million had been repaid. Under the modification, profits
and losses are split equally. The deferred profit participation is being repaid
to the lender as houses are closed. At December 31, 1995 $160,000 remained
outstanding to the lenders.
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 mature on April 1, 1996. The affiliates included
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 remained the same. The Company has renewed this
facility and in March 1995, Mr. Writer ($50,000) and Mr. Tointon ($50,000)
purchased Institutional Holdings, Inc. interest. During 1995, the Company
repaid $300,000 of these borrowings in equal proportions to each lender.
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, 1995,
approximately $126,800 was owed to Mr. Writer as a result of these advances.
6
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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, 1997.
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
Deloitte & Touche has been selected as the independent public accountants of the
Company for its year ending December 31, 1996. During the year ended December
31, 1995, 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 June 29, 1995,
approved the professional services to be provided by Deloitte & Touche for the
year ended December 31, 1995. 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.
OTHER BUSINESS
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
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.
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SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the annual meeting of the
Company for the year 1996 must be received by the Company on or before March 1,
1997 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.
Englewood, Colorado RONALD S. LOSER
June 1, 1996 Secretary
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