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As filed with the Securities and Exchange Commission on June 23, 1995
Registration No. 33-21177
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------------------
WESTMINSTER CAPITAL, INC.
(formerly Far West Financial Corporation)
(Exact name of registrant as specified in its charter)
Delaware 95-2157201
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9665 Wilshire Boulevard, Suite M-10
Beverly Hills, California 90212
(Address of principal executive offices)
Westminster Capital 1986 Incentive Stock Option Plan
Westminster Capital 1986 Nonstatutory Stock Option Plan
(Full title of the plan)
WILLIAM BELZBERG
WESTMINSTER CAPITAL, INC.
9665 Wilshire Boulevard, Suite M-10
Beverly Hills, California 90212
(Name and address of agent for service)
(310) 278-1930
This Post-Effective Amendment No. 1 to Form S-8 contains seven sequentially
numbered pages. The Exhibit Index appears on sequentially numbered page 7.
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Item 1. Omitted pursuant to Form S-8.
Item 2. Omitted pursuant to Form S-8.
Item 3. Incorporation of Documents by Reference.
The following documents of Westminster Capital, Inc., a Delaware
corporation, formerly named Far West Financial Corporation (the "Company"),
previously filed with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement.
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
(iii) The description of the Company's Common Stock contained in the
registration statement filed under Section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as director, officer,
employee or agent of another corporation or enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person identified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no cause
to believe his or her conduct was unlawful. In the case of an action by or in
the right of the corporation, no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that a Court of Chancery
or the court in which such action or suit was brought shall determine that,
despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the
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defense of any claim, issue or matter herein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
The By-laws of the Registrant provide in effect that, the Registrant has
the power to indemnify generally as provided in Section 145 of the Delaware
General Corporation Law. The Company has also entered into agreements with its
officers and directors to provide in effect the indemnification that is
authorized by Section 145 of the Delaware General Corporation law and the
Company's By-laws.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 1986 Incentive Stock Option Plan and 1986 Nonstatutory Stock
Option Plan*.
4.2 Form of Stock Option Agreement*.
4.3 Restated Certificate of Incorporation of Registrant**.
4.4 Restated Bylaws of Registrant***.
24.1 Consent of Deloitte & Touche.
24.2 Consent of KMPG Peat Marwick.
24.3 Consent of Counsel.
25.1 Power of Attorney (contained on the signature page of this
Post-Effective Amendment No. 1 to Registration Statement).
* Previously filed with this Registration Statement.
** Registrant's Certificate of Incorporation is being filed with
this Amendment in restated form (including all amendments) in
compliance with the requirements of Rule 102(c) of Regulation
S-T to reflect an amendment to the Certificate of Incorporation
which became effective on July 17, 1992 changing the name of
the Registrant to "Westminster Capital, Inc." Registrant's
Certificate of Incorporation has not in fact been restated as
provided in the Delaware General Corporation Law.
*** Registrant's By-laws are being filed in restated form
(including all amendments) in compliance with the requirements
of Rule 102(c) of Regulation S-T to reflect amendments to the
By-laws since the Registration Statement was filed. No
restatement of the By-laws has in fact been adopted by the
directors or stockholders of Registrant.
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Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(ii) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Beverly Hills, State
of California, on this 22nd day of June, 1995.
WESTMINSTER CAPITAL, INC.
By: /s/ William Belzberg
--------------------------------
William Belzberg, Chairman of the
Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William
Belzberg and Philip J. Gitzinger his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full powers and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might, or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ W. Belzberg Chairman of the Board of Directors
- ----------------------- and Chief Executive Officer June 22, 1995
William Belzberg
/s/ Philip J. Gitzinger Executive Vice President and
- ----------------------- Chief Financial Officer
Philip J. Gitzinger (Principal Financial and June 22, 1995
Principal Accounting Officer)
/s/ Dwight C. Baum Director June 22, 1995
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Dwight C. Baum
/s/ Keenan Behrle Director June 22, 1995
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Keenan Behrle
/s/ Barbara C. George Director June 22, 1995
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Barbara C. George
/s/ Monty Hall Director June 22, 1995
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Monty Hall
/s/ Lester Ziffren Director June 22, 1995
- -----------------------
Lester Ziffren
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EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Numbered Page
- ---------- ------- ---------------
4.1 1986 Incentive Stock Option Plan and Incorporated
1986 Nonstatutory Stock Option Plan. by reference
4.2 Form of Stock Option Agreement. Incorporated
by reference
4.3 Restated Certificate of Incorporation
of Registrant.
4.4 Restated By-laws of Registrant.
24.1 Consent of KPMG Peat Marwick.
24.2 Consent of Deloitte & Touche.
24.3 Consent of Counsel.
25.1 Power of Attorney. (contained on the
signature page of this
Post-Effective Amendment
No. 1 to Registration
Statement)
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RESTATED CERTIFICATE OF INCORPORATION
OF
WESTMINSTER CAPITAL, INC.*
FIRST: The name of the corporation is WESTMINSTER CAPITAL, INC.
SECOND: Its principal office in the State of Delaware is located at
No. 129 South State Street, in the City of Dover, County of Kent. The name and
address of its resident agent is United States Corporation Company, No. 129
South State Street, Dover, Delaware.
THIRD: The nature of the business or objects or purposes to be
transacted, promoted or carried on by the corporation are as follows:
1. To acquire by purchase, subscription, underwriting or
otherwise, and to own, hold for investment or otherwise and to use, sell,
assign, transfer, mortgage, pledge, exchange or otherwise dispose of real
and personal property of every sort and description and wheresoever
situated including shares of stock, bonds, debentures, notes, scrip,
securities, evidences of indebtedness, contracts or obligations of any
corporations, associations, trust estates, domestic or foreign, or of the
United States or any State, territory or dependence of the United States or
any foreign country or any municipality or local authority within or
without the United States and to pay therefor in whole or in part in cash,
property or by exchanging therefor stocks, bond or other securities or
evidences of indebtedness of the corporation, and, while the holder or
owner of any such property, to receive, collect and dispose of the
interest, dividend and income on or from such property and to possess and
- --------------------
* Restated solely for purposes of Rule 102(c) of Regulation S-T of the
Securities and Exchange Commission but not restated pursuant to the
provisions of the Delaware General Corporation Law.
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exercise in respect thereto all of the rights, powers and privileges
of ownership including voting thereon;
2. To transact a general real estate agency and brokerage business
and to act as agents, brokers or attorneys-in-fact for any person, firm or
corporation in buying, selling and dealing in real property and any and
every estate or interest therein, including but not limited to, the
entering into any transactions involving the financing of subdivisions,
homesites or other properties;
3. To acquire, lease, buy, hold, develop, own, improve,
rent, manage, control, sell and deal, generally in real property and
any and every estate or interest therein, including, but not limited
to, the acquiring, financing and developing of subdivisions, homesites
or other properties;
4. To carry on the business of general brokers, dealers
and underwriters in stocks, bonds, securities, mortgages and other
choses in action, including the acquisition thereof by original
subscription, underwriting or otherwise howsoever; to make investment
in such properties; and to hold, manage, mortgage, pledge, sell and
dispose of the same in like manner as individuals do;
5. To aid in any manner any corporation, association or
trust estate, domestic or foreign, or any firm or individual, any
shares of stock in which, or any bonds, debentures, notes, securities,
evidences of indebtedness, contracts or obligations of which, are held
by or for the corporation, directly or indirectly, or in which, or in
the welfare of which the corporation shall have any interest and to do
any actions designed to protect, preserve, improve or enhance the
value of any property at any time held or controlled by the
corporation or in which it may be at any time interested, directly or
indirectly or through other corporations or otherwise; and to
organize or promote or facilitate the organization of subsidiary
companies;
6. To acquire by purchase lease or otherwise, upon such
terms and conditions and in such manner as the Board of Directors of
the corporation shall determine or agree to, and to the extent to
which the same may be allowed by law, all or any part of the property,
real and personal,
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tangible or intangible, of any nature whatsoever, including the good will,
business and rights of all kinds, of any other corporation or of any
person, firm, or association, which may be useful or convenient in the
business of the corporation and to pay for the same in cash, stocks, bonds
or in other securities of the corporation, or partly in cash and partly in
such stocks, bonds or other securities, or in such other manner as may be
agreed, and to hold, possess and improve such properties, and to assume in
connection with the acquisition of any such property any liabilities of any
such corporation, person, firm or association, and to conduct in any legal
manner the whole or any part of any business so acquired, and to pledge,
mortgage, sell or otherwise dispose of the same;
7. To do a general commission merchant's and selling
agent's business and to buy, hold, own, manufacture, produce, sell,
import, export, and generally deal in and with, and dispose of, either
as principal or agent, and upon commission or otherwise, all kinds of
personal property whatsoever, without limit as to amount; to make and
enter into all manner and kinds of contracts, agreements and
obligations by or with any person or persons, corporation or
corporations, for the purchasing, acquiring, manufacturing, producing,
completing and selling of any articles of personal property of any
kind or nature whatsoever, and generally with full power to perform
any and all acts connected therewith or arising therefrom or
incidental thereto, and all acts proper or necessary for the purposes
of the business;
8. To obtain, purchase, or otherwise acquire, to hold,
own, use, sell, assign or otherwise dispose of, to grant licenses in
respect of or otherwise exploit and turn to account, any and all in-
ventions and improvements and any letters patent or application
therefor, including design patents, of the United States or other
countries and to obtain and hold licenses or other patent rights; to
devise, adopt, use, own, purchase or otherwise acquire and to sell,
assign or otherwise dispose of, any and all processes, formulae, trade
secrets, devices of all kinds, copyrights, trademarks, trade names and
trademark rights and registrations or applications for registration
therefor in the United States or in other countries, and when
purchasing, acquiring or otherwise obtaining any such processes,
formulae, trade secrets, devices of all kinds, copy-
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rights, trademarks, trade names or trademark rights are or have been used;
and to use, exercise and develop the same useful, necessary or convenient
to the purposes and objects of the corporation;
9. To borrow money for any of the purposes of the
corporation from time to time without limit, and from time to time, to
make, accept, endorse, execute and issue bonds, debentures, promissory
notes, drafts, bills of exchange and other negotiable and/or non-
negotiable obligations of the corporation for moneys borrowed or in
payment for property acquired or for any of the other objects or
purposes of the corporation or its business, and to secure the payment
thereof and the interest thereon of any such obligations by mortgage,
pledge, deed, indenture, agreement or other instrument of trust, or by
other lien upon, assignment of, or agreement in regard to, all or any
part of the real and/or personal property, rights, privileges or
franchises of the corporation wheresoever situated, whether now owned
or hereafter to be acquired, to provide that any such bonds,
debentures, notes or other obligations shall be convertible into, or
exchangeable for stock of the corporation upon such terms and
conditions (so far as may be permitted by law) as the Board of
Directors shall determine and cause to be specified therein and to
sell, pledge or otherwise dispose of such obligations of the
corporation for its corporate purposes;
10. To make any guaranty respecting stocks, dividends,
securities, indebtedness, interest, contracts or other obligations so
far as the same may be permitted to be done by a corporation organized
under the laws of Delaware;
11. To apply for, purchase or acquire, and to exercise and
enjoy any license, power, authority, franchise, right or privilege
which any government or authority or any corporation or other public
body shall enact, make or grant;
12. To subscribe to, purchase, acquire, hold, own, invest
in, sell, assign, transfer, mortgage, pledge or otherwise dispose of
or deal in the stocks, bonds, debentures or other securities and
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obligations of any other corporation, domestic or foreign; and also to
issue in exchange therefor its stocks, bonds and other obligations and to
possess and exercise in respect thereof all the rights, powers and
privileges of individual owners thereof including any and all voting
powers;
13. Out of funds legally available for such purpose, to
purchase, hold and reissue the shares of its own capital stock, its
bonds and other securities; provided that shares of its own capital
stock belonging to it shall not be voted upon directly or indirectly;
14. To enter into, make, perform and carry out contracts
for any lawful purpose pertaining to its business, without limit as to
amount, with any person, firm, association or corporation;
15. To exercise any of its powers itself, or through the
medium of subsidiary corporations, organized under the laws of the
United States of America or of any state thereof or of any foreign
government or country or subdivision thereof;
16. To enter into partnership or into any arrangement for
sharing of profits, union of interests, co-operation, joint adventure,
reciprocal concession or otherwise, with any person or company
carrying on or engaged in or about to carry on or engage in any
business or transaction which the company is authorized to carry on or
engage in, or any business or transaction capable of being conducted
so as directly or indirectly to benefit the company.
17. To carry out all or any part of the foregoing objects
and purposes in any and all parts of the world and to conduct business
in all or any of its branches as principal, factor, agent, contractor
or otherwise, either alone or through or in connection with any
corporations, associations, partnerships, firms, trustees, syndicates,
individuals, organizations and other entities located in or organized
under the laws of any part of the world, and, in carrying out,
conducting or performing its business and attaining or furthering any
of its objects and purposes, to maintain offices, branches and
agencies in any part of the world, to make and perform any contracts
and to do any acts and things, and to carry on any business,
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and to exercise any powers suitable, convenient or proper for the
accomplishment of any of the objects and purposes herein enumerated or
incidental to the powers herein specified or which at any time may appear
conducive to or expedient for the accomplishment of any of such objects and
purposes and which might be engaged in or carried on by a corporation
formed under the General Corporation Law and to have and exercise all of
the powers conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation Law;
18. To do everything necessary, proper, advisable or
convenient for the accomplishment of any of the purposes or the
attainment of any of the objects or the furtherance of any of the
powers herein provided for and to do every other act and thing
incidental thereto in connection therewith, provided the same be not
forbidden by the laws of Delaware.
The foregoing clauses shall be construed as powers as well as objects
and purposes, and the matters expressed in each clause shall, except if
otherwise expressly provided, be in no wise limited by reference to or inference
from the terms of any other clause, but shall be regarded as independent
objects, purposes and powers; and the enumeration of specific objects, purposes
and powers shall not be construed to limit or restrict in any manner the general
powers of the corporation or the meaning of general terms, nor shall the
expression of one thing be deemed to exclude another not expressed, although it
be of like nature.
The corporation shall be authorized to exercise and enjoy all other
powers, rights and privileges granted by an Act of the General Assembly of the
State of Delaware entitled "An Act providing a General Corporation Law, approved
March 10, 1899, to corporations of this character and all the powers conferred
upon such corporations by any other laws of the State of Delaware, in force from
time to time, so far as not in conflict herewith, or which may be conferred by
all acts heretofore or hereafter amendatory of or supplemental to said Act or
said Laws, and the enumeration of certain powers as herein specified is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or said laws now or hereafter in
force; provided, however, that the corporation shall not in any State,
Territory, District, Possession or Country carry on any business or exercise any
powers not permitted to it under the laws thereof.
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Nothing herein contained shall be construed as giving the corporation
any rights, powers or privileges not permitted to it by law. The corporation
shall not have power to construct, maintain and/or operate public utilities
within the State of Delaware.
FOURTH: The authorized capital stock of the corporation shall be five
million (5,000,000) shares, of the par value of $1 per share.
FIFTH: The minimum amount of capital with which the corporation shall
commence business is One Thousand Dollars ($1,000).
SIXTH: The names and places of residence of the incorporators are as
follows:
Names Residences
----- ----------
Charles N. Caldwell 50 Broad Street, New York 4, N. Y.
Garvin P. Kiernan 50 Broad Street, New York 4, N. Y.
Thomas A. McCarthy 50 Broad Street, New York 4, N. Y.
John E. Quinn 50 Broad Street, New York 4, N. Y.
John Kirchner 50 Broad Street, New York 4, N. Y.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
NINTH: All corporate powers of the corporation shall be exercised by
the Board of Directors except as otherwise by law or herein provided:
(a) Directors need not be stockholders of the corporation;
(b) At all elections of Directors of the corporation, each
stockholder shall be entitled to as many votes as shall equal the
number of votes which (except for this provision as to cumulative
voting) he would be entitled to cast for the election of Directors
with respect to his shares of stock multiplied by the number of
Directors to be elected, and that he may cast all of such votes for a
single Director or may distribute them among the number to be voted
for, or for any two or more of them as he may see fit, which right
when exercised, shall be termed cumulative voting.
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(c) The number of directors which shall constitute the
whole Board of Directors of the corporation shall be such as from time
to time shall be fixed by, or in the manner provided in, the by-laws,
but in no case shall the number be less than three. In case of any
increase in the number of directors, the vacancy or vacancies created
by such increase shall be filled in the manner provided in the by-
laws;
(d) Subject to any limitation contained in the by-laws made
by the stockholders, the Board of Directors may make by-laws and from
time to time may alter, amend or repeal any by-laws, but any by-laws
made by the Board of Directors may be altered, amended or repealed by
the stockholders at any meeting of stockholders by the affirmative
vote of the holders of a majority of the stock present and voting at
such meeting, provided notice that an amendment is to be considered
and acted upon is inserted in the notice or waiver of notice of such
meeting;
(e) The Board of Directors shall have power from time to
time to fix and determine and to vary the amount of the working
capital of the corporation, to direct and determine the use and
disposition thereof, to set apart out of any funds of the corporation
available for dividends a reserve or reserves for any proper purposes
and to abolish any such reserve in the manner in which it was created
and to fix the times for the declaration and payment of dividends.
(f) The Board of Directors may from time to time determine
whether and to what extent and at which times and places and under
what conditions and regulations the accounts and books of the
corporation, or any of them, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any
account, book or document of the corporation except as conferred by
statute or as authorized by the Board of Directors;
(g) In the absence of fraud, no contract or other
transaction between the corporation and any other corporation, and no
act of the corporation, shall in any way be affected or invalidated by
the fact that any of the directors of the corporation are pecuniarily
or otherwise interested in, or are directors or officers of, such
other corporation; and, in the absence of fraud, any director,
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individually, or any firm of which any director may be a member, may be a
party to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the corporation; provided, in any case, that the fact that
he or such firm is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof; and any director of
the corporation who is also a director or officer of any such other
corporation, or who is also interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
corporation which shall authorize any such contract, act or transaction and
may vote thereat to authorize any such contract, act or transaction, with
like force and effect as if he were not such director or officer of such
other corporation, or not so interested;
(h) Any contract, act or transaction of the corporation or
of the directors may be ratified by a vote of a majority of the shares
having voting powers at any meeting of stockholders, or at any special
meeting called for such purpose, and such ratification shall, so far
as permitted by law and by this certificate of incorporation, be as
valid and as binding as though ratified by every stockholder of the
corporation;
(i) The Board of Directors may from time to time formulate,
establish, promote, and carry out, and amend, alter, change, revise,
recall, repeal, or abolish a plan or plans for the participation by
all or any of the employees, including directors and officers of the
corporation, or of any corporation, company, association, trust, or
organization in which or in the welfare of which the corporation has
any interest, and those actively engaged in the conduct of the
corporation's business, in the profits, gains, or business of the
corporation or of any branch or division thereof, as part of the
corporation's legitimate expenses, for the granting of stock options
to such employees, directors, officers or persons and for the
furnishing to such employees, directors, officers, or persons, or any
of them, at the corporation's expense, of medical services, insurance
against accident, sickness or death, pensions during old age,
disability or unemployment, education, housing, social services,
recreation or other similar aids for their relief or general welfare,
in such manner
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and upon such terms and conditions as the Board of Directors shall
determine.
TENTH: No holder of stock of the corporation shall be entitled as of
right to purchase or subscribe for any part of any unissued stock of the
corporation or any additional stock to be issued by reason of any increase of
the authorized capital stock of the corporation of any class, or any bonds,
certificates of indebtedness, debentures or other securities convertible into
stock of the corporation, but any such unissued stock or such additional
authorized issue of new stock, or such securities convertible into stock, may be
issued and disposed of pursuant to resolution of the Board of Directors to such
persons, firms, corporations or associations, and upon such terms as may be
deemed advisable by the Board of Directors in the exercise of their discretion.
ELEVENTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
TWELFTH: The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate in the manner now or
hereafter prescribed by statute; and all rights herein conferred upon the
stockholders are grafted subject to this reservation.
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THIRTEENTH: Meetings of stockholders may be held without the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be from time to time designated by the
Board of Directors.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named for the purpose of forming a corporation in pursuance of the General
Corporation Law of the State of Delaware and the acts amendatory thereof and
supplemental thereto, do make and file this certificate of incorporation hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set our hands and seals this 12th day of November, 1959.
CHARLES N. CALDWELL (L.S.)
-------------------------
GARVIN P. KIERNAN (L.S.)
-------------------------
THOMAS A. McCARTHY (L.S.)
-------------------------
JOHN E. QUINN (L.S.)
-------------------------
JOHN KIRCHNER (L.S.)
-------------------------
In the presence of:
EDITH SINGER
STATE OF NEW YORK
ss.
COUNTY OF NEW YORK
BE IT REMEMBERED that on this 12th day of November, A. D., 1959,
personally came before me, Edith Singer, a Notary Public in and for the County
and State aforesaid, Charles N. Caldwell, Garvin P. Kiernan, Thomas A. McCarthy,
John E. Quinn and John Kirchner, parties to the foregoing Certificate of
Incorporation, known to me personally to be such, and severally acknowledged the
said Certificate to be the act and deed of the signers respectively, and that
the facts therein stated are truly set forth.
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GIVEN under my hand and seal of office the day and year aforesaid.
EDITH SINGER EDITH SINGER
-----------------------------
NOTARY PUBLIC Edith Singer
STATE OF NEW YORK Notary Public, State of New York
No. 24-3684965
Qualified in Kings County
Cert. filed with New York Co. Clerk
Commission Expires March 30, 1961
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BY-LAWS
OF
WESTMINSTER CAPITAL, INCORPORATED
AS AMENDED IN THEIR ENTIRETY
EFFECTIVE APRIL 4, 1995
<PAGE>
BY-LAWS
OF
WESTMINSTER CAPITAL, INCORPORATED
AS AMENDED IN THEIR ENTIRETY
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dover, County of
Kent, State of Delaware.
Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the Board of directors may from time
to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of the
directors shall be held in the city of Los Angeles, State of California, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meeting of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1972,
shall be held on the last Thursday of May, of not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 a.m., or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote by a written ballot a board of directors, and transact such
other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten or more than sixty days before the date of the
meeting.
<PAGE>
Section 4. The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city, town or village where the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President or Secretary and shall be called
by the President or Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning
twenty-five percent in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of the special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten or more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meetings.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holder of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented any business may be
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transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be voted on or after three years
from its date unless the proxy provides for a longer period. At all elections
of Directors of the Corporation, each stockholder having voting power shall be
entitled to exercise the right of cumulative voting as provided in the
Certificate of Incorporation. No shareholder may present any matter for
shareholder action within 45 days of any annual or special meeting of
shareholders at which such matter is to be considered [Amended by resolution
adopted June 16, 1993].
Section 11. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all the shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporation action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
Section 12. At all meetings of the stockholders, the president, who may
defer to the chairman of the board, or, in the absence of the president and the
chairman of the board, a chairman (who shall be one of the vice presidents, if
any of them is present) chosen by a majority in interest of the
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<PAGE>
stockholders entitled to vote present or represented by proxy, shall act as
chairman and presiding officer of the meeting and the order and manner in which
the business thereof shall be disposed of, in the absence of a contrary vote by
stockholders owning a majority of the stock of the Corporation present and
voting at the meeting, whether in person or represented by proxy, shall be
determined by the presiding officer. The secretary of the Corporation, or, in
his absence, an assistant secretary, shall act as secretary at all meetings of
the stockholders. The board of directors shall have the power to prescribe, by
regulation, other procedures to insure orderly and expeditious stockholders'
meetings.
Section 13. All votes at any meeting of stockholders shall be conducted by
judges appointed for that purpose either by the board of directors or by the
chairman of the meeting. The judges shall receive and, once the meeting has
commenced, take in charge from the secretary all proxies; all ballots shall be
received and counted; and all questions touching the qualifications of voters,
the validity of proxies, and the acceptance or rejection of votes shall be
decided by the judges. The judges shall be sworn faithfully to perform their
duties, and shall in writing certify to the returns, if the chairman so directs.
If any judge so appointed shall be absent or shall refuse to act, or if his
office shall become vacant and not be filled by the board of directors, the
chairman may appoint one or more judges of election for such meeting. No
candidate for election as a director shall be appointed or act as a judge.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
shall be eight. [Amended by resolution adopted April 4, 1995 by unanimous
consent.] The number of directors shall be determined by a resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified or until his earlier resignation or
removal. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until
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<PAGE>
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced.
Section 3. The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercise or done by
the stockholders.
Section 4. Any director or directors may be removed either for or without
cause at any time by the affirmative vote of the holders of a majority of all
the shares of stock outstanding and entitled to vote, at a special meeting of
the stockholders called for that purpose provided, however, unless the entire
board is removed, an individual director shall not be removed if the number of
shares voted against the resolution for his removal exceeds the quotient arrived
at when the total number of outstanding shares entitled to vote is divided by
one plus the authorized number of directors.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 6. The first meeting of each newly elected Board of Directors
shall be held immediately following the adjournment of the annual meeting of
stockholders at the Corporation's office at 9665 Wilshire Boulevard, Beverly
Hills, California, or at such other time and place as shall be fixed by
resolution of the Board of Directors prior to the annual meeting of
stockholders, and no notice of such meeting shall be necessary to the newly
elected directors in order to legally constitute the meeting, provided a quorum
shall be present. In the event that the first meeting of each newly elected
Board of Directors is not held immediately following the adjournment of the
meeting of stockholders and the Board of Directors fail to fix the time and
place of such first meeting, or in the event such meeting is not held at the
time and place so fixed by the Directors, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meeting of the Board of Directors, or it shall be specified in a written
waiver signed by all of the Directors.
Section 7. Regular meetings of the Board if Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
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<PAGE>
Section 8. Special meetings of the board may be called by the President or
by the Secretary on two days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of four
directors.
Section 9. At all meetings of the Board one-third of the total number of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
[Amended by resolution adopted October 27, 1982]
Section 10. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and such written consent is filed with the minutes
of proceedings of the Board or committee.
Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participate in a meeting pursuant to this Section shall constitute presence in
person at such meeting.
COMMITTEES OF DIRECTORS
Section 12. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The Board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors
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<PAGE>
to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of a stock. Such committee or committees shall have name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.
Section 13. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
Section 14. Unless otherwise restricted by the Certificate of
Incorporation, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
Effective January 1, 1994 the outside directors of Westminster Capital,
Inc. shall receive a monthly fee of $500 for services provided to the Board of
Directors or committee thereof and shall receive a fee of $500 per meeting
attended of the Board of Directors or committee thereof. [Amended as of March
25, 1994 retroactive to January 1, 1994].
ARTICLE IV
NOTICES
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Section 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation, or of these By-Laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a chairman of the Board, a President, one or more Vice
Presidents, a Secretary and a Treasurer. The Board of Directors may also choose
one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-Laws otherwise provide.
Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice Presidents, a
Secretary and a Treasurer, and may choose a Chairman of the Board.
Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officers elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any
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offices of the Corporation shall be filled by the Board of Directors.
CHAIRMAN OF THE BOARD
Section 6. The Chairman of the Board, if one be elected, shall preside at
all meetings of the Board of Directors and he shall have and perform such other
duties as from time to time may be assigned to him by the Board of Directors.
If at any time the office of President shall be vacant, the Chairman of the
Board shall be the chief executive office of the Corporation and shall have the
other powers of the President, unless the Board if Directors shall by resolution
determine that some other officer shall have and exercise such powers.
THE PRESIDENT
Section 7. The President shall be the chief executive officer of the
Corporation, shall preside at all meetings of the stockholders and in the
absence or non-election of a Chairman of the Board, at all meetings of the Board
of Directors, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
Section 8. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other office of agent of the Corporation.
THE VICE-PRESIDENTS
Section 9. In the absence of the President or in the event of his
inability or refusal to act, the Vice-President, (or in the event there be more
than one Vice-President, the Vice-Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Vice-Presidents
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe. The Board of Directors may designate
an Executive Vice President, and if an Executive Vice President is designated
by the Board, he shall be senior to the other Vice Presidents and shall be the
Chief Operating Officer of the Corporation.
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THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, if any, or the President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and
he, or an Assistant Secretary, shall have the Authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.
Section 11. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability of refusal to act,
perform the duties and exercise the powers as the Board of Directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
Section 13. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, if any, the
President and the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation.
Section 14. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his
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office and for the resignation to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
Section 15. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election), shall
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
ARTICLE IV
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board, or the President or a Vice-President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give to the Corporation a bond in such shall require
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and/or to give to the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the Corporation may determine the Stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice to or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
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Section 1. Dividends upon the Capital Stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividend such sum or sums as the
directors from time to time, in their absolute discretion, think proper for
working capital or as a reserve or reserves to meet contingencies, or for
equalizing dividends or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interest of the Corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.
CHECKS
Section 4. All checks or demands for money and note of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the Corporation shall be fixed by resolution
of the board of directors.
SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or
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completed action, suit or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, expressly including service as a director,
officer, or in a similar position with any exchange, board of trade, clearing
corporation or similar institution on which the Corporation or any other
corporation a majority of the stock of which is owned directly or indirectly by
the Corporation has membership privileges at the relevant time during which any
such position was held, may be indemnified by the Corporation, unless a similar
indemnification is provided by such other corporation or organization which may
be involved (any funds received by any person as a result of the provisions of
this Article shall be deemed an advance against his receipt of any such other
indemnification from any such other corporation or organization), against
expenses (including attorney's fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Any such person who could
be indemnified pursuant to the preceding sentence except for the fact that the
subject action or suit is or was by or in the right of the Corporation may be
indemnified by the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred to him in connection with the defense or
settlement of such action or suit, except that no indemnification shall be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such action or suit was brought
shall determine upon application that despite the adjudication of liability but
in the view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses which the Court of Chancery
or other such court shall deem proper.
To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding paragraph of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified by the Corporation against expenses (including
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attorneys' fees) actually and reasonably incurred by him in connection therewith
without the necessity of any action being taken by the Corporation other than
the determination, in good faith, that such defense has been successful. In all
other cases wherein indemnification is provided by this Article, unless ordered
by a court, indemnification shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct specified in this Article. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directors, by independent legal counsel in a written
opinion, or (3) by the holders of a majority of the shares of Common Stock
outstanding. A determination so made shall be final and binding upon the
director, officer, employee or agent in question.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation and
with respect to any criminal action or proceeding, has reasonable cause to
believe that his conduct was unlawful. Entry of a judgment by consent as part
of a settlement shall not be deemed a final adjudication of liability for
negligence or misconduct in the performance of duty, nor of any other issue or
matter.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by the director, officer, employee
or agent involved to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation.
The indemnification hereby provided shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
heirs, executors and administrators of such person.
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By action of the Board of Directors, notwithstanding any interest of the
directors in the action, the Corporation may purchase and maintain insurance, in
such amounts as the Board of Directors deems appropriate, on behalf of any
person who is or was a director, officer or employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation shall have the power to indemnify him against
such liability under the provisions of this Article.
ARTICLE VIII
AMENDMENTS
Section 1. These By-Laws may be altered, amended or repealed or new by-
laws may be adopted by the stockholders or by the Board of Directors, when such
power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new By-
Laws be contained in the notice of such special meeting.
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Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in Post-Effective Amendment No. 1 to
Form S-8 of Westminster Capital, Incorporated and subsidiaries (registration
statement No. 33-21177) of our report dated March 17, 1995, relating to the
consolidated statements of financial condition as of December 31, 1994 and
1993, and related consolidated statements of operations, shareholders' equity
and cash flows for each of the years in the two-year period ended December 31,
1994, which report appears in the December 31, 1994, annual report on Form 10-K
of Westminster Capital, Incorporated and subsidiaries.
The consolidated financial statements of Westminster Capital, Incorporated and
subsidiaries as of December 31, 1992 and for the year then ended, were audited
by other auditors whose report thereon dated March 23, 1993, expresses an
unqualified opinion on those statements.
KPMG Peat Marwick LLP
Los Angeles, California
June 22, 1995
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Westminster Capital, Incorporated and subsidiaries (formerly Farwest Financial
Corporation) (the "Company") on Post-effective Amendment No. 1 to Form S-8 of
our report dated March 25, 1993, appearing in the Annual Report on Form 10-K of
the Company for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
Los Angeles, California
June 22, 1995
<PAGE>
Exhibit 24.3
CONSENT OF COUNSEL
Westminster Capital, Inc.
We hereby consent to the use in Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 of Westminster Capital, Inc. (Registration
No. 33-21177) of our opinion dated April 20, 1988.
/s/ Gibson, Dunn & Crutcher
GIBSON, DUNN & CRUTCHER
Los Angeles, California
Dated: June 19, 1995
