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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A No. 1
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-4923
WESTMINSTER CAPITAL, INC.
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(Exact name of the Registrant as Specified in its Charter)
Delaware 95-2157201
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(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
9665 Wilshire Boulevard, M-10, Beverly Hills, California 90212
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (310) 278-1930
Title of Each Class
Common Stock, Name of Each Exchange on which Registered
$1.00 Par Value Per Share Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the voting stock held by non affiliates of the
Registrant, based upon the closing sale price on the Pacific Stock Exchange of
its common stock on March 15, 1996 was approximately $6,116,000. For purposes
of the foregoing calculation, certain persons that have filed reports on
Schedule 13d with the Securities and Exchange Commission with respect to the
beneficial ownership of more than 5% of the Registrant's outstanding voting
stock and directors and executive officers of the Registrant have been excluded
from the group of stockholders deemed to be nonaffiliates of the Registrant.
The number of shares of common stock, $1.00 par value per share, of the
Registrant outstanding as of March 15, 1996, was 7,814,607.
DOCUMENTS INCORPORATED BY REFERENCE:
Proxy Statement for 1996 Annual Meeting of Stockholders is incorporated in Part
III of this Report.
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PURPOSE OF AMENDMENT
The purpose of this Amendment is to delete the "X" in the box on the
cover page of Registrant's Form 10-K to indicate that disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K will be contained in Registrant's
definitive Proxy Statement for its 1966 Annual Meeting of Stockholders.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to report
to be signed on its behalf by the undersigned thereunto duly authorized.
April 30, 1996 WESTMINISTER CAPITAL, INC.
By: /s/ PHILIP J. GITZINGER
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Philip J. Gitzinger
Executive Vice President
Chief Financial Officer and
Principal Accounting Officer
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