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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] No Fee Required.
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant Exchange Act Rule 0-11: *
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4) Proposed maximum aggregate value of transaction:
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[ ] 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 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:
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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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6061 S. Willow Drive, #232
Englewood, Colorado 80111
(303) 779-4100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of THE WRITER CORPORATION will be held
at the Hilton Denver South, 7801 E. Orchard Road, Englewood, Colorado 80111,
on June 10, 1999 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 March 31, 1999, 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 3, 1999. A return
postage paid envelope is provided for your convenience.
By Order of the Board of Directors
/s/ George S. Writer, Jr.
Englewood, Colorado
May 7, 1999 George S. Writer, Jr., Chairman
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THE WRITER CORPORATION
6061 S. Willow Drive, #232
Englewood, Colorado 80111
April 28, 1999
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 10, 1999, 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 March 31, 1999, will be
entitled to vote at the meeting. At that date there were 7,432,590 shares of
common stock outstanding. Cumulative voting is not allowed in the election of
directors or for any other matter.
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BENEFICIAL OWNERSHIP OF THE COMPANY'S STOCK
As of March 8, 1999, 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) 1,450,971 19.52%
Littleton, Colorado
Common Stock Phelps-Tointon, Inc.(2) 1,320,166 17.76%
Greeley, Colorado
Common Stock Polaris Capital Corporation 389,500 5.24%
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. The shares listed include shares
owned directly by Mr. Tointon.
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 8, 1999.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Title of Class Beneficiary Ownership of Class
-------------- --------------------- --------
<S> <C> <C> <C>
George S. Writer, Jr. Common Stock 1,450,971 19.52%
Robert G. Tointon Common Stock 1,320,166(1) 17.76%
Roland Seidler, Jr. Common Stock 221,474(2) 2.97%
Deane J. Writer, Jr. Common Stock 209,000 2.81%
Louis P. Bansbach, III Common Stock 126,124 1.69%
Daniel J. Nickless Common Stock 25,710 (3)
Robert R. Reid Common Stock 17,930 (3)
Ronald S. Loser Common Stock 11,900 (3)
Richard M. Wells Common Stock 1,000 (3)
Dave Steinke Common Stock 500 (3)
All Directors &
Officers as a group (13) Common Stock 3,384,775 45.54%
</TABLE>
(1) Reflects shares held by Phelps-Tointon, Inc., of which Mr. Tointon is
the President and
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part owner.
(2) Does not include shares in varying amounts owned as a market maker by a
broker-dealer with which Mr. Seidler is affiliated.
(3) Less than 1% of shares outstanding.
EXECUTIVE COMPENSATION
The information in the following table is given for the Company's Chief
Executive Officer and the other Executive Officers whose total compensation
and remuneration from the corporation was more than $100,000 during the three
years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
Name and Principal Other Annual
Position Year Salary Bonus Compensation(1)
- ------------------ ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
George S. Writer, Jr. 1998 $159,412 $60,000 $ 141,297
Chief Executive Officer 1997 139,800 -0- 223,465
1996 100,800 -0- 62,472
Daniel J. Nickless 1998 $118,583 $18,556 $ 4,881
Exec. Vice President, 1997 $ 89,800 $15,113 $ 3,792
Chief Operating Officer
Chief Financial Officer
and Treasurer
Robert R. Reid 1998 $107,718 $18,758 $ 22,574
Sr. Vice President of 1997 $ 94,800 $15,125 $ 28,702
Operations
Nancy Ashley 1998 $ 74,800 $91,696 $ 960
Vice President of Sales
</TABLE>
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(1) Amounts disclosed represent earnings and contributions on the individual
vested portion of the Company qualified profit sharing retirement plan
account balances during the years presented.
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ELECTION OF DIRECTORS
The following persons are proposed by Management to be elected at the Annual
Meeting of shareholders to be elected the Directors of the Company to serve
until the next annual meeting of shareholders.
<TABLE>
<CAPTION>
Name, Age and Other
Positions, if any, Period Served as Director and Business
with Registrant Experience During Past 5 Years
- --------------- ---------------------------------------
<S> <C>
George S. Writer, Jr., 63 Chief Executive Officer, Chairman of the
Chief Executive Officer, Board since 1964. Elected a director in
Chairman of the Board of Directors 1961.
Roland Seidler, Jr., 70 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 Board of Directors for Mellon
Financial Group West.
Ronald S. Loser, 65 Elected a director in 1973. Secretary of The
Secretary Writer Corporation since its inception. Mr. Loser
is a Principal of Brega & Winters, P.C., a Denver
law firm.
Deane J. Writer, Jr., 65 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, 58 Elected a director in 1989. Mr. Bansbach is
President of Columbine Realty, Inc., and a
Director of United Bancorp of Wyoming.
Robert G. Tointon, 65 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 New Century Energies.
</TABLE>
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<TABLE>
<S> <C>
William J Gillilan III, 52 Appointed a director in 1999. Mr. Gillilan is the
past President of Centex Corporation, until
December 31, 1997. Since then he has been a
private investor. During his 24 years with Centex
he also served as Chairman of Centex Corp.'s real
estate and mortgage banking operations. Currently
he has been involved in real estate opportunities
both as an investor and as an advisor.
</TABLE>
DIRECTORS FEES AND TRANSACTIONS - In 1996 the Company adopted a plan by which
the outside directors receive an annual retainer fee of $5,000 and a per
meeting fee of $750, for either full Board or Executive Committee meetings.
These fees were paid in 1998. The Executive Committee includes Directors
George S. Writer, Jr., who receives no fees for service, Louis Bansbach, III,
Ronald S. Loser, and Robert G. Tointon. This committee meets with the
Company's Senior Management during months when a full Board meeting is not
convened.
In 1998, 1997 and 1996, 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
Ffurnished 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.
TRANSACTIONS WITH AFFILIATES OF DIRECTORS
Brega and Winters, the law firm in which Ronald S. Loser (a director) is a
principal, was paid attorney's fees that do not exceed five percent of Brega
and Winters gross revenue for their last fiscal year.
H.R.H. Insurance Company, the insurance agency that employs Deane J. Writer,
Jr., (a director) was paid insurance premiums of $210,185 during 1998.
Certain of the Company's officers and directors, directly and indirectly,
provided financial assistance to the Company in several transactions through
December 31, 1998.
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 for development of its Northpark project. George S.
Writer, Jr. and Roland Seidler, Jr. participated in this transaction
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by advancing 20% of the committed funds and have received 20% of the loan
payments, including 20% of a $1,600 per Northpark lot additional interest
payment. Principal and interest on principal of this loan was repaid as of
December 31, 1997. The $1,600 per lot additional interest payment continues
through the balance of the project. During 1998 the Company paid $26,000
under this agreement to the directors.
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. The acquisition was financed by a loan from
several affiliates of the Company. Principal and interest on principal
related to this facility was fully repaid at December 31, 1997. The loan
agreement entitles the lenders to an additional interest payment equal to 50%
of the net profit from the project, which the Company continued to pay
throughout 1998. During 1998, $621,000 was earned from profit sharing and
subsequently paid to the lender group. Certain wind down expenses have been
incurred in 1999 which will offset most if not all of the remaining profit
sharing accrued at year end. During 1998 the Company paid $502,000 under this
agreement to the directors.
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, one of the Company's directors. Under the terms of the loan
agreement $175,000 of working capital was advanced to the Company. The
advance bore interest at 10% per annum and was repaid during 1998.
SERIES 1993 A CONVERTIBLE UNSECURED PROMISSORY NOTES - The Company currently
has outstanding unsecured convertible debt of $900,000 held by
Phelps-Tointon, Inc. in the amount of $500,000; George S. Writer, Jr. in the
amount of $312,500; 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 has been extended for
one year to September 30, 1999. Interest on the debt accrues at prime plus
3.0% and is paid monthly.
COMMITTEES AND MEETINGS - The Company's Board of Directors does not have
standing audit, nominating or compensation committees, such functions being
performed by the Board of Directors as a whole. The Company's Board of
Directors held four meetings during its last fiscal year. One of the
Company's directors, Mr. Roland Seidler was able to attend only one of those
meetings in person.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche has been selected as the independent public accountants of
the Company for its year ending December 31, 1999. During the year ended
December 31, 1998, 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
May 28, 1998, approved the professional services to be provided by Deloitte &
Touche for the year ended December 31, 1998. 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.
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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.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the annual meeting of the
Company for the year 2000 and intended to be included in proxy materials
published by the Company must be received by the Company on or before March
1, 2000 in order to be included in the proxy materials mailed by the Company
to its shareholders. Any such proposal must otherwise comply with Securities
and Exchange Commission Rule 14a-8. A shareholder proposal which is not
intended to be included in the Company's proxy materials will be considered
untimely if not received by the Company at least 45 days prior to the date
upon which proxy materials for that meeting are first mailed to the Company
shareholders.
/s/ Ronald S. Loser
Englewood, Colorado RONALD S. LOSER
April 28, 1999 Secretary
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THE WRITER CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS--JUNE 10, 1999
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 10,
1999 and at any adjournment thereof as follows:
<TABLE>
<S> <C> <C> <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. / / for or / / withhold authority to vote for Robert G.
Writer, Jr. as a director Tointon as a director
/ / for or / / withhold authority to vote for Roland / / for or / / withhold authority to vote for Ronald S.
Seidler, Jr. as a director Loser as a director
/ / for or / / withhold authority to vote for Louis P. / / for or / / withhold authority to vote for Deane J.
Bansbach, III as a director Writer, Jr. as a director
/ / for or / / withhold authority to vote for William J
Gillian, III as a director
(2) / / for or / / / / against or / / abstain approval of Deloitte & Touche as independent public accountants for
the Company; and
(3) in accordance with their best judgment, upon any other business which is not now anticipated and properly comes
before the meeting or any adjournment thereof.
</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 ___________________________, 1999
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, 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
