<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
- --------------------------------------------------------------------------------
WESTMINSTER CAPITAL, INC.
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(3).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(2).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
WESTMINSTER CAPITAL, INC.
Dear Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of
Stockholders (the "Annual Meeting") of Westminster Capital, Inc., a Delaware
corporation (the "Company"), scheduled to be held at The Regent Beverly Wilshire
Hotel, La Fiesta Room, 9500 Wilshire Boulevard, Beverly Hills, California, on
Thursday, May 30, 1996, at 9:00 a.m. local time, subject to adjournment or
postponement by the Board of Directors of the Company, for the following
purposes:
1. To elect eight persons to the Board of Directors to serve
until the 1997 Annual Meeting of Stockholders and until their successors are
duly elected and qualified; and
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
Only holders of record of the Common Stock, Par Value $1.00
per share, of the Company on April 10, 1996 will be entitled to notice of and
vote at the Annual Meeting or any adjournment or postponement thereof.
Prior to the voting thereof, a proxy may be revoked by the
person executing such proxy by (i) filing with the Secretary of the Company,
prior to the commencement of the Annual Meeting, either a written notice of
revocation or a duly elected proxy bearing a later date or by (ii) voting in
person at the Annual Meeting.
By order of the Board of Directors,
/s/ William Belzberg
William Belzberg
Chairman of the Board
Beverly Hills, California
April 19, 1996
IMPORTANT: If your shares are held in the name of a brokerage firm or nominee,
only that firm or nominee can execute a proxy on your behalf. To ensure that
your shares are voted, we urge you to telephone the individual responsible for
your account immediately and direct him or her to execute a proxy on your
behalf.
- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD TODAY.
- --------------------------------------------------------------------------------
<PAGE> 3
WESTMINSTER CAPITAL, INC.
9665 WILSHIRE BOULEVARD
SUITE M-10
BEVERLY HILLS, CA 90212
(310) 278-1930
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 30, 1996
- --------------------------------------------------------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board of Directors") of Westminster
Capital, Inc., a Delaware corporation (the "Company"), of proxies for use at the
1996 Annual Meeting of Stockholders of the Company (the "Annual Meeting")
scheduled to be held at The Regent Beverly Wilshire Hotel, La Fiesta Room, 9500
Wilshire Boulevard, Beverly Hills, California on May 30, 1996 at 9:00 a.m. local
time, and at any adjournments or postponements thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. Shares
represented by properly executed proxies received by the Company will be voted
at the Annual Meeting in the manner specified therein, or, if no instructions
are marked on the enclosed proxy card, FOR each of the nominee's for director as
identified on the card (as more fully described below under "Record Date and
Voting"). Although management does not know of any other matter to be acted upon
at the Annual Meeting, shares represented by valid proxies will be voted by the
persons named on the accompanying proxy card in accordance with their respective
best judgment with respect to any other matters which may properly come before
the meeting.
Execution of a proxy will not in any way affect a
stockholder's right to attend the Annual Meeting and vote in person, and any
person giving a proxy has the right to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company, prior to the
commencement of the Annual Meeting, a duly executed instrument dated subsequent
to such proxy revoking the same or a duly executed proxy bearing a later date or
(ii) attending the Annual Meeting and voting in person.
The mailing address of the principal executive offices of the
Company is 9665 Wilshire Boulevard, Suite M-10, Beverly Hills, California 90212,
and its telephone number is (310) 278-1930. The approximate date on which this
Proxy Statement and the enclosed proxy cards are first being sent to
stockholders is April 23, 1996.
RECORD DATE AND VOTING
Only stockholders of record of the Common Stock, Par Value
$1.00 per share, of the Company (the "Common Stock") at the close of business on
April 10, 1996 will be entitled to notice of and to vote at the Annual Meeting.
As of such date there were 7,814,607 shares of Common Stock outstanding.
Holders of the Common stock have cumulative voting rights with
respect to the election of directors. Therefore each stockholder will be
entitled to that number of votes equal to the number of his or her shares
multiplied by eight, which is the number of directors to be elected. The
stockholder may (i) vote for the election of all of the nominees, in which case
an amount equal to the number of shares held by such stockholder will be counted
as voting for the election of each nominee, (ii) withhold his or her
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<PAGE> 4
votes with respect to all nominees, or (iii) cast all of his or her votes for a
single nominee or distribute them among the nominees as he or she sees fit. The
eight nominees receiving the highest number of votes will be elected.
Shares represented by a properly executed proxy card received
by the Company will be counted in the manner specified therein or, if no
instructions are marked on the enclosed proxy, for each of the director nominees
in an amount equal to the number of shares held by the person(s) executing the
proxy. If a holder indicates his or her intention to vote for the election of
only certain nominees and fails to indicate the number of votes for each such
nominee, such holder's total votes (less any specifically allocated by such
holder) will be allocated as equally as possible (without fractional shares)
among the nominees named by such holder and for whom no votes have been
specifically allocated by the holder and any votes which cannot be allocated
evenly will remain unvoted. Similarly, if a holder chooses to vote for the
election of only certain nominees and indicates a total number of votes in
excess of the number of shares held by such holder multiplied by eight, the
total number of votes entitled to be cast by the holder will be divided as
equally as possible (without fractional votes) among the nominees indicated by
the holder and any votes which cannot be allocated evenly will remain unvoted.
In the event any nominee named on the proxy card is not available (an event
which is not anticipated), proxy holders will vote for a substitute nominee in
their discretion. If any person other than those named on the proxy card is
nominated as a candidate by persons other than the Board of Directors, the
proxies may be voted in favor of any one or more of the nominees named on the
proxy card to the exclusion of others and in such order of preference as the
proxy holders may determine in their discretion, except that no proxy will be
voted for a nominee as to whom an intention to withhold authority to vote is
indicated.
Stockholders are entitled to one vote per share of Common
Stock held by them with respect to all matters other than the election of
directors, and generally the affirmative vote of the holders of a majority of
the shares present at the meeting or represented by proxy is required to take
any action on such matters.
The rules of the New York and American Stock Exchanges permit
member organizations ("brokers") to vote shares on behalf of beneficial owners
in the absence of instructions from beneficial owners, but only on certain
"routine" matters, including the election of directors. The rules do not permit
such votes on "non-routine" matters. Situations where Brokers are unable to vote
on non-routine matters are referred to as "broker non-votes." Broker non-votes
are not counted as present for purposes of determining a quorum. However, since
the only matter expected to be considered at the Annual Meeting is the election
of directors, a matter upon which brokers are permitted to vote in the absence
of instructions from beneficial owners, broker non-votes are not expected to
affect either the determination of a quorum for the meeting or the voting for
election of directors.
Abstentions are not counted as votes cast either for or
against a particular matter, but on matters requiring a majority vote of either
the number of shares represented at the meeting or the number of shares
outstanding, an abstention has the effect of a negative vote. Shares abstaining
are normally counted for purposes of determining the presence of a quorum, and
abstentions are not permitted with respect to the election of directors.
Therefore, abstentions will not affect the determination of a quorum for the
Annual Meeting.
SOLICITATION
The cost of preparing, assembling and mailing this Proxy
Statement and the proxy card will be paid by the Company. Following the mailing
of this Proxy Statement, directors and officers of the Company may solicit
consents by mail, telephone, telegraph or personal interview. Such persons will
receive no additional compensation for such services. Brokerage houses and other
nominees, fiduciaries and custodians nominally holding shares of Common Stock of
record will be requested to forward the consent soliciting material to the
beneficial owners of such shares and will be reimbursed by the Company
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for their reasonable charges and expenses in connection therewith.
ELECTION OF DIRECTORS
The Board of Directors of the Company is currently comprised
of eight directors who are elected annually. The Board of Directors has
nominated the eight persons listed in the table below as candidates for election
by the stockholders. All of the candidates are currently directors of the
Company. The term of each person elected as a director will continue until the
1997 Annual Meeting of Stockholders or until his or her successor is elected.
Dwight C. Baum
Keenan Behrle
Hyman Belzberg
Samuel Belzberg
William Belzberg
Barbara C. George
Monty Hall
Lester Ziffren
Mr. Baum, age 83, has been a director of the Company since
1967. He is a Senior Vice President of Paine Webber Inc., an investment banking
firm. Mr. Baum has been an officer of that firm or its predecessor, Blyth
Eastman Dillon & Co., for more than the past five years. He is also a director
of the Dominguez Water Services Corporation and of the Measurex Corporation and
is Chairman of the Board of Directors of United Cities Gas Company.
Mr. Behrle, age 53, has been a director of the Company since
1985. Since November 1, 1993, he has been self-employed in real estate
development. Prior thereto he served as President of Metropolitan Development
Inc. (formerly First City Properties, Inc.), a real estate development company
located in Los Angeles, California, a position he had held since May 1991. Prior
thereto he served as Executive Vice President of First City Industries, Inc. a
diversified manufacturing and real estate development company since May 1986,
and as Executive Vice President of First City Properties, Inc. from April 1984
until May 1991.
Mr. Hyman Belzberg, age 71, has been a director of the Company
since 1995. He has been for more than the last five years the President of
Bel-Alta Holdings Ltd. which is a real estate and mortgage investment company.
He was a Director and Vice President of First City Trust and First City
Financial Corp. for 20 years. He operated a large retail furniture business from
1945 to 1994. Mr. Belzberg is also on the Board of the Canadian Athletic
Foundation and is the President of Gaslight Square Ltd. and 623201 Alberta Ltd.,
both of which are real estate and investment companies.
Mr. Samuel Belzberg, age 67, has been a director of the
Company since 1995. He is the Chairman of the Board of Balfour Holdings Inc., a
real estate and land development company in eight cities in the United States
and Canada. Mr. Belzberg is a Director of CE Franklin Ltd., an oilfield supply
company in Western Canada. Between 1983 and 1991, Mr. Belzberg was Chairman and
Chief Executive Officer of First City Financial Corporation, a financial
services group in Canada, and previously was President of that company between
the years 1970-1983 and 1986-1991.
Mr. William Belzberg, age 63, has been a director of the
Company since 1974. He has served as Chairman of the Board of Directors of the
Company since 1977, and from 1977 to January 1991 he served as Chairman of the
Board of Directors of FarWest Savings and Loan Association, a savings and
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loan association owned by the Company during that period. Mr. Belzberg was also
President and Chief Executive Officer of the Company in 1987 and 1988 and has
served in that capacity since September 1990.
Dr. George, age 60, has been a director of the Company since
1979. She has been a Professor of Business Law in the Department of Finance,
Real Estate Law in the College of Business Administration, California State
University, Long Beach since 1961 and is currently in the position of Associate
Dean of Academic Affairs. Also, she has served as the department chairperson.
She is a former President of American Business Law Association. Dr. George is
Chairperson of the California State University Forty Niner Shops, which operates
the bookstore and food service operations for the University.
Mr. Hall, age 74, has been a director of the Company since
1979. He has been a television producer, performer and philanthropist for more
than the past twenty-five years.
Mr. Ziffren, age 71, has been a director of the Company since
1979. Effective January 1, 1991 he became a retired former partner/advisory
counsel to the law firm of Gibson, Dunn & Crutcher, Los Angeles, California. For
more than five years prior to that he was a partner of that firm.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
LISTED ABOVE.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors is currently
comprised of Mr. Baum, Mr. Behrle and Dr. George. The Audit Committee's
responsibilities include assisting with the selection of the Company's
independent auditors, reviewing the scope and results of the annual audit and
monitoring internal accounting controls. All members of the Audit Committee
attended the two meetings of the Audit Committee held during 1995.
The Board of Directors does not have a standing nominating or
compensation committee.
DIRECTOR COMPENSATION
During 1995, directors of the Company were paid $500 per month
for service on the Board and $500 per month for each committee of the Board on
which they served as well as $500 for each meeting of the Board of Directors or
committee which they attended.
During 1995, five outside Directors of the Company (Dr. George
and Messrs. Baum, Behrle, Hall, and Ziffren) each were granted options to
purchase up to 10,000 shares each under the Company's Non-Statutory Stock Option
Plan at $1.8125 per share, which is equal to the market price on the date of
grant as specified in the Plan. The options are exercisable in four equal annual
installments commencing with the first anniversary of the grant date. The
options expire five years from the date of grant. None of these options were
exercisable at December 31, 1995. All of the previous options outstanding to
these Directors were cancelled as a part of this grant.
MEETINGS OF THE BOARD OF DIRECTORS
During 1995 there were four meetings of the Board of Directors
of the Company. All directors participated in at least 75% of the board
meetings, except Mr. Hyman Belzberg who did not participate in one of the two
meetings that were held during the portion of the year when he was a director.
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FILING OF CERTAIN REPORTS
Directors, officers and beneficial owners of more than 10% of
the outstanding shares of the Common Stock of the Company are required by rules
of the Securities and Exchange Commission to file certain reports with the
Commission and the Pacific Stock Exchange (upon which the Company's Common Stock
is listed) relating to certain changes in their beneficial ownership of shares
and their aggregate holdings at the end of the calendar year. Each of the
directors other than Hyman and Samuel Belzberg failed to file a report with
respect to the granting of options to them under the Company's stock option
plans during 1995, and Mr. Gitzinger failed to file a report with respect to the
granting of an option in 1994. In addition, Hyman Belzberg failed to file a
report when an entity affiliated with him acquired additional shares in 1995.
Late filings were made by all of these persons after they were made aware of the
failure to file.
EXECUTIVE OFFICER COMPENSATION
For the year ended December 31, 1993, no executive officer of
the Company was paid compensation in excess of $100,000 per year, and during
1993 Mr. Belzberg, the Chief Executive Officer of the Company, served without
compensation except as indicated in the table below. The table reflects
compensation paid to Mr. Belzberg for the month of December 1993, which was the
first month of a new compensation arrangement for Mr. Belzberg approved by the
Board of Directors on December 2, 1993 under which he will receive an annual
salary of $200,000. Mr. Philip J. Gitzinger joined the Company in June 1994 at
an annual salary of $125,000, which was approved by the Board of Directors on
May 26, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
-----------
Number of
Shares Underlying Other
Annual Compensation Options Compensation (2)
------------------- ----------- ----------------
Name and Principal Position Year Salary
--------------------------- ---- ------
<S> <C> <C> <C> <C>
William Belzberg, 1995 $200,000 250,000(1) $8,000
Chairman of the Board and Chief 1994 200,000 - 0 - 8,000
Executive Officer of the Company 1993 16,667 - 0 - 5,500
Philip J. Gitzinger, 1995 $125,000 - 0 - - 0 -
Executive Vice President and 1994 65,000 50,000 - 0 -
Chief Financial Officer 1993 - 0 - - 0 - - 0 -
</TABLE>
(1) The option replaced an option to purchase 150,000 shares granted in
1986 and exercisable at a price of $12.88 per share.
(2) The other compensation received by Mr. Belzberg consisted of fees
earned as a director. Mr. Gitzinger received no other compensation during 1995
or 1994.
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<PAGE> 8
STOCK OPTION GRANTS
Stock options were granted during the fiscal year ended
December 31, 1995 to the Executive as follows:
OPTION GRANTS IN 1995
<TABLE>
Potential Realizable
Value at Assumed
Annual Rates of
No. of Shares % of Total Shares Stock Price Appreciation
Underlying Underlying Options for Option Term (1)
Options Granted to Employees Exercise Expiration -------------------------
Name Granted (1) in Fiscal Year Price Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William Belzberg 250,000 100% $1.99 4/5/00 $80,000 $232,500
</TABLE>
(1) The options were granted under the Company's 1986 Incentive Stock Option
Plan and have a per share exercise price that is equal to 110% of the market
value of the common stock on the date of the grant. The options vest in 25%
increments on April 4, 1996, 1997, 1998 and 1999.
STOCK OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to all
executive officers of the Company named in the Summary Compensation Table above
concerning the exercise of options during the fiscal year ended December
31, 1995 and unexercised options held by the executives as of December 31, 1995.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Shares Underlying In-the-Money
Acquired Options at 12/31/95 Options at 12/31/95
on Value ---------------------------------------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Belzberg - $ - - 250,000 $ - $80,625
Philip J. Gitzinger - $ - 10,000 40,000 $14,375 $57,500
</TABLE>
INDEMNITY AGREEMENTS
At the 1987 Annual Meeting of Stockholders of the Company, the
stockholders approved indemnity agreements which have been entered into with
officers and directors of the Company. The indemnity agreements provide, subject
to the satisfaction of certain requirements, for the
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Company to indemnify the officer or director who is a party to the agreement
against expenses (as defined therein), judgments, fines and penalties incurred
by such officer or director in connection with a threatened or pending
proceeding in which the officer or director may have been involved by reason of
the fact that he or she was an officer or director of the Company, by reason of
any action taken by him or her or of an inaction on his or her part while acting
as such officer or director or by reason of serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
EXECUTIVE COMPENSATION REPORT
The policies applicable to determining the compensation of
executive officers of the Company are determined by the full Board of Directors,
not a committee thereof, except that Mr. William Belzberg, who is both an
executive officer and a director, does not participate in the determination of
policies affecting his compensation. The following report on executive
compensation has been provided by the members of the Board of Directors other
than Mr. Belzberg.
Mr. Belzberg is one of two executive officers of the Company.
From January 1991 through November 1993 Mr. Belzberg received no compensation
for his services to the Company as an executive officer. On December 2, 1993 the
Board of Directors, without the participation of Mr. Belzberg, determined that
the Company would pay to Mr. Belzberg an annual salary of $200,000 commencing
with the month of December 1993. The amount of compensation reflects the
judgment of the directors as to what is appropriate for the position of Chief
Executive Officer, given the unusual circumstances of the Company. As is
indicated in more detail in the Annual Report accompanying this Proxy Statement,
the Resolution Trust Corporation took possession of the savings and loan
association owned by the Company in January 1991, and since that time the
Company has been engaged in several different business activities but on a
smaller scale. The Board also took into account the fact that Mr. Belzberg has
served without compensation for more than two and one-half years and that he has
spent in the past, and continues to spend, substantial time and effort on the
Company's affairs. Mr. Belzberg's compensation has remain unchanged since that
decision in December 1993, reflecting the judgment of the Board that the
criteria originally used to determine the amount of Mr. Belzberg's salary are
still applicable. No specific performance criteria were relied upon in setting
his salary.
The option to purchase 250,000 shares of Common Stock of the
Company granted to Mr. Belzberg in April 1995 was issued to replace an existing
option granted to Mr. Belzberg in 1986 to purchase 150,000 shares at an exercise
price of $12.88, which significantly exceeds the prices at which the stock is
presently trading. The grant as to the additional shares reflects the Board's
favorable view of Mr. Belzberg's performance in managing the Company. No
specific criteria were used in arriving at the number of additional shares.
Mr. Philip J. Gitzinger is the other executive officer of the
Company. Mr. Gitzinger, Executive Vice President and Chief Financial Officer,
joined the Company in June, 1994 at an annual salary of $125,000. The Board of
Directors approved this salary on May 26, 1994. The amount of compensation
reflects the judgment of the directors as to what is appropriate for this
position. No specific performance criteria were relied upon in setting his
compensation.
The Board of Directors (without the participation of Mr.
Belzberg) expects to consider at the end of 1996 the possibility of paying Mr.
Belzberg a bonus in addition to his salary, although no decision has been made
as to whether or not a bonus will be paid and no criteria for determining the
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amount of the bonus have been determined.
Dwight C. Baum, Keenan Behrle, Hyman Belzberg, Samuel Belzberg, Barbara C.
George, Monty Hall, and Lester Ziffren,
Members of the Board of Directors
The foregoing report of the Board of Directors shall not be deemed to be
incorporated by reference in any filing by the Company under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates the report by reference.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The following graph compares total stockholder return on the
Company's Common Stock with total stockholder return on the Dow Jones Equity
Market Index and the Dow Jones Real Estate Investment Sector for the period from
January 1, 1991 through December 31, 1995. For this purpose, total stockholder
return is determined by adding the increase in the share price during the period
to the cumulative amount of dividends paid during that period, assuming dividend
reinvestment. The resulting sum is then divided by the closing share price at
December 31, 1990 to reflect the total return as a percentage of that beginning
value. For years in which the price of the stock decreased from the beginning of
the year to the end of the year, the decrease is reflected in the calculation as
a negative number.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
Dow Jones Equity Dow Jones Real Estate
Westminster Capital, Inc. Market Index Investment Sector
------------------------- ---------------- ---------------------
<S> <C> <C> <C>
1990 100 100 100
1991 90 132 112
1992 90 144 101
1993 526 158 118
1994 384 159 112
1995 745 221 139
</TABLE>
The total stockholder returns as depicted on the graph are not
necessarily indicative of future performance. Many of the companies included in
the Dow Jones Equity index and in the Dow Jones Real Estate Investment Sector
have substantially greater revenues and substantially greater market
capitalization than the Company. Also the companies included in the Dow Jones
Real Estate Investment Sector are not directly comparable to the Company because
during the five year period presented in the graph the Company's operations
related to several different industries, although real estate investment
represented a significant part of the Company's activities.
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<PAGE> 11
The performance graph and related disclosure shall not be
deemed to be incorporated by reference in any filing by the Company under the
Securities Act of 1933 or the Securities Act of 1934, except to the extent that
the Company specifically incorporates the graph and such disclosure by
reference.
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth as of April 5, 1996 the number
of shares of the Company's Common Stock known to the Company to be owned
beneficially by each person who owned more than 5% of the outstanding shares, by
each nominee for election as a director and by all present directors and
executive officers as a group. Except as indicated in the notes to the table,
each person named has sole voting and investment power with respect to the
shares indicated.
<TABLE>
<CAPTION>
SHARES OF COMMON
NAME AND ADDRESS OF STOCK BENEFICIALLY
BENEFICIAL OWNER OWNED (1) PERCENT OF CLASS
<S> <C> <C>
William Belzberg (2),(3) 1,615,320 20.51%
9665 Wilshire Blvd
Suite M-10
Beverly Hills, CA 90212
Hyman Belzberg (2),(4) 1,549,724 19.83%
#1670 Aquitaine Towers
540 - 5 Avenue S.W
Calgary, Alberta
Canada T2P 0M2
Samuel Belzberg (2),(4) 1,387,048 17.75%
1177 West Hastings St
Suite 2000
Vancouver, B.C
Canada V6E 2K3
Dwight C. Baum (5) 71,500 less than 1%
Keenan Behrle (5) 2,500 less than 1%
Barbara C. George, Ph.D. (5) 2,500 less than 1%
Monty Hall (5) 2,500 less than 1%
Lester Ziffren (5) 5,500 less than 1%
Philip J. Gitzinger (6) 10,000 less than 1%
All Directors and Officers as a
Group (9 persons) 4,646,592 59.46%
</TABLE>
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<PAGE> 12
- ------------------
(1) This table may not reflect limitations on voting power and investment
power arising under community property and similar laws.
(2) Messrs. William Belzberg, Hyman Belzberg and Samuel Belzberg are
brothers.
(3) Includes 62,500 shares pursuant to an option to purchase 250,000 shares
of which 62,500 shares were exerciable as of April 5, 1996. The shares are
deemed to be outstanding for the purpose of computing the percentage of the
outstanding shares beneficially owned by Mr. Belzberg.
(4) Based on a Schedule 13D Amendment, the shares shown in the table as
being beneficially owned by Hyman Belzberg are owned of record by Bel-Alta
Holdings Ltd., a Canadian corporation, of which Hyman Belzberg is the President,
sole director and beneficial owner of a majority of the outstanding shares of
capital stock, and of the shares shown in the table as owned beneficially by
Samuel Belzberg, 1,287,048 shares are owned of record by Gibralt Holdings Ltd.,
a Canadian corporation, of which Samuel Belzberg is the sole director, officer
and stockholder, and 100,000 shares by M.D.B. Capital, a Liberian corporation,
which has granted to Mr. Belzberg a limited power of attorney with respect to
those shares.
(5) Includes 2,500 shares pursuant to an option to purchase 10,000 shares
of which 2,500 shares were exercisable as of April 5, 1996.
(6) Includes 10,000 shares pursuant to an option to purchase 50,000 shares
of which 10,000 shares were exercisable as of April 5, 1996.
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<PAGE> 13
THE COMPANY'S RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP was engaged by the Company to be its
independent certified public accountants for 1993 in July 1993 and has been
selected by the Company's Board of Directors to continue to serve as the
accountants for the Company every year since then, including 1996.
Representatives of KPMG Peat Marwick are expected to be present at the Annual
Meeting of Stockholders, they will have the opportunity to make any statement
they desire to make and they are expected to be available to respond to
appropriate questions.
STOCKHOLDERS' PROPOSALS
Any stockholder of the Company wishing to submit a proposal
for inclusion in the proxy statement relating to the Company's 1997 Annual
Meeting of Stockholders must have delivered such proposal to the Company at its
principal office on or before December 20, 1996. The Board of Directors will
review any proposals from eligible stockholders which it receives by that date
and will determine whether any such proposal will be included in the 1997 proxy
solicitation materials. An eligible stockholder is one who at the time of
submission of the proposal is the record or beneficial owner of at least 1% or
$1,000 in market value of securities entitled to be voted at the 1997 Annual
Meeting of Stockholders, who has held such securities for at least one year and
who shall continue to own such securities through the date on which the meeting
is held.
ANNUAL REPORT
Concurrently with this Proxy Statement the Company is
providing to each stockholder a copy of its Annual Report to Stockholders, which
consists of its Annual Report on Form 10-K filed with the Securities and
Exchange Commission. If for any reason a stockholder does not receive the
accompanying Annual Report, the Company will provide any such stockholder a copy
(without charge) upon the stockholder's written request. Requests should be
directed to: Westminster Capital, Inc., Attn: Shareholders Relations, 9665
Wilshire Boulevard, Suite M-10, Beverly Hills, California 90212.
By order of the Board of Directors,
/s/ Philip J. Gitzinger
Philip J. Gitzinger
Corporate Secretary
Beverly Hills, California
April 19, 1996
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
If your shares are held in the name of a brokerage firm, bank
nominee or other institution, only it can execute the proxy. Accordingly, please
contact the person responsible for your account and give instructions regarding
the execution of the enclosed consent.
11
<PAGE> 14
WESTMINSTER CAPITAL, INC.
The undersigned hereby appoints William Belzberg and Philip J.
Gitzinger, and either of them acting alone, with full power of
P substitution and revocation, as proxies of the undersigned to vote all
R shares of Common Stock of Westminster Capital, Inc. (the "Company") which
O the undersigned is entitled to vote at the 1996 Annual Meeting of
X Stockholders of the Company to be held on May 30, 1996, or at any
Y adjournment or postponement thereof, upon the matters referred to on the
reverse side of this Proxy.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE
VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES LISTED ON THE REVERSE SIDE, AND IN THE DISCRETION OF THE PROXY
HOLDERS AS TO ANY OTHER MATTER THAT MAY COME BEFORE THE MEETING.
IMPORTANT - PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
[SEE REVERSE
SIDE]
<PAGE> 15
<TABLE>
<S> <C>
Please mark
[X] votes as in
this example
The Board of Directors recommends voting FOR the election of all of the nominess
listed below.
1. Election of Directors
Nominees: DWIGHT C. BAUM, KEENAN BEHRLE,
HYMAN BELZBERG, SAMUEL BELZBERG,
WILLIAM BELZBERG, BARBARA C. GEORGE,
MONTY HALL, LESTER ZIFFREN
FOR WITHHELD
[ ] ALL [ ] FROM ALL
NOMINEES NOMINEES
[ ]
For only the nominees listed above and allocate my votes If the total number of votes indicated above exceeds the number
among them equally unless otherwise specified above. of votes the undersigned is entitled to cast, the undersigned's
votes shall be divided as equally as possible among the nominees
indicated by the undersigned.
(Please date this Proxy and sign EXACTLY as your name appears
on this card. Joint owners should each sign. Attorneys-in-fact,
executors, administrators, trustees, guardians or corporation
officers should give full title. This Proxy shall be valid and may
be voted, however, regardless of the form of signature.)
Signature: ____________________________________Date_______________
Signature: ____________________________________Date_______________
</TABLE>
