<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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>
WESTMINSTER CAPITAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend the 1999 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 27, 1999, 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 seven persons to the Board of Directors to serve until the
2000 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 9, 1999 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 executed 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 22, 1999
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>
WESTMINSTER CAPITAL, INC.
9665 WILSHIRE BOULEVARD
SUITE M-10
BEVERLY HILLS, CA 90212
APRIL 22, 1999
- -------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1999
- -------------------------------------------------------------------------------
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 1999
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 27, 1999 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 nominees for director as identified on the card (as more fully
described below under "Election of Directors"). 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 22, 1999.
1
<PAGE>
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
9, 1999 will be entitled to notice of and to vote at the Annual Meeting. As
of such date there were 7,834,607 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 seven, 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 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
seven 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 seven, 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 a majority of the shares of Common Stock
present at the meeting or represented by proxy is required to take any action
on such matters.
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.
2
<PAGE>
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 proxies 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 proxy soliciting material to the
beneficial owners of such shares and will be reimbursed by the Company 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
seven persons listed 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 2000 Annual Meeting
of Stockholders or until his or her successor is elected.
William Belzberg
Keenan Behrle
Hyman Belzberg
Samuel Belzberg
Barbara C. George
Monty Hall
Lester Ziffren
Mr. William Belzberg, age 66, has served as Chairman of the Board of
Directors of the Company since 1977. Mr. Belzberg has served as Chief
Executive Officer of the Company since September 1990 and was also President
and Chief Executive Officer of the Company in 1987 and 1988.
Mr. Behrle, age 56, became Executive Vice President and Chief Financial
Officer of the Company on February 10, 1997. From November 1993 to February
1997, Mr. Behrle was engaged in real estate development activities for his
own account. From 1991 to November 1993, Mr. Behrle was President and Chief
Executive Officer of Metropolitan Development, Inc., a real estate
development company located in Los Angeles, California. Mr. Behrle has been
a director of the Company since 1985.
Mr. Hyman Belzberg, age 74, has been a director of the Company since 1995.
He has been the President of Bel-Alta Holdings Ltd. which is a real estate
and mortgage investment company since 1994. He operated a large retail
furniture business in Calgary, Alberta, Canada 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 70, 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.
3
<PAGE>
Dr. George, age 63, 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 currently holds the position of Associate Dean of
Academic Affairs. She has also served as the department chairperson. She is
a former President of American Business Law Association. Dr. George is
Chairperson of the Board of Directors of the California State University
Forty-Niner Shops, Inc., which operates the bookstore and food service
operations for the University.
Mr. Hall, age 77, 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 74, has been a director of the Company since 1979. For more
than the past five years, he has been a retired partner/advisory counsel of
the law firm of Gibson, Dunn & Crutcher, Los Angeles, California.
Mssrs. Hyman Belzberg, Samuel Belzberg and William Belzberg are brothers.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee. During 1998, the Audit Committee
was comprised of Dr. George, Mr. Ziffren and Mr. Gerald E. Finnell. The Audit
Committee makes recommendations concerning the engagement of the Company's
independent auditors, consults with the independent auditors concerning the
audit plan and reviews the comments and recommendations resulting from the
independent auditors' report and management letter.
There were four meetings of the Audit Committee held during 1998. Members
attended all meetings of the Audit Committee held, except Mr. Finnell who did
not attend one meeting. At the regular meeting of the Board of Directors
scheduled to follow the 1999 Annual Meeting of Stockholders, the Board will
consider the appointment of members to the Audit Committee to serve until
such time as their successors are elected and qualified.
4
<PAGE>
The Board of Directors established a Compensation Committee in May, 1997.
The Compensation Committee is comprised of Dr. George and Mr. Hall. This
committee met once in 1998. The Compensation Committee sets the annual
salaries of all elected officers of the Company, and administers the stock
option and other compensation plans of the Company. Their executive
compensation report is included below.
The Board of Directors does not have a standing nominating committee.
DIRECTOR COMPENSATION
During 1998, directors of the Company were paid $500 per month for serving 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, four Directors of the Company, Mr. Behrle, Dr. George, and
Messrs. Hall and Ziffren, each were granted options to purchase up to 10,000
shares of the Company's common stock under the Company's Non-Statutory Stock
Option Plan at $1.8125 per share, which was equal to the market price on the
date of grant as specified in that 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. All outstanding
options previously granted to these Directors were cancelled as a part of
this grant.
MEETINGS OF THE BOARD OF DIRECTORS
During 1998 there were four meetings of the Board of Directors of the
Company. All directors participated in at least 75% of the meetings, except
Mr. Samuel Belzberg who attended one of the meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
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. The
Company is not aware that any officer, director or beneficial owner of more
than 10% of the Common Stock failed to file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934 during 1998.
EXECUTIVE OFFICER COMPENSATION
The table set forth below reflects the annual compensation, long-term
compensation and other compensation paid during each of the Company's three
most recent fiscal years to the chief executive officer and other executive
officers of the Company.
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------------- ------------
Number
of Shares (1)
Underlying Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- -------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C>
William Belzberg, 1998 $225,000 $50,000 -0- $44,500
Chairman of the Board and 1997 200,000 -0- -0- 45,500
Chief Executive Officer 1996 200,000 -0- -0- 44,400
Keenan Behrle, 1998 $210,000 $25,000 -0- $11,500
Executive Vice President and 1997 178,846(2) -0- 100,000(4) 3,000
Chief Financial Officer 1996 -0- -0- -0- 20,000
Rui Guimarais, 1998 $86,788(3) $ -0- 20,000(5) $ -0-
Vice President -- Finance 1997 -0- -0- -0- -0-
1996 -0- -0- -0- -0-
</TABLE>
- ----------------
(1) Other compensation received by Mr. Belzberg consisted of fees earned as a
director and premiums paid with respect to a universal life insurance
policy for Mr. Belzberg. Other compensation received by Mr. Behrle
consisted of fees earned as a director.
(2) Mr. Behrle's employment commenced in February 1997. His salary in 1997
on an annualized basis was $200,000.
(3) Mr. Guimarais's employment commenced in May 1998. His salary in 1998 on
an annualized basis was $131,000, inclusive of a $6,000 annual automobile
allowance.
(4) Pursuant to an option granted in 1997 at a price of $2.37 per share (see
"1997 Stock Incentive Plan" below).
(5) Pursuant to an option granted in 1998 at a price of $3.00 per share (see
"1997 Stock Incentive Plan" below).
STOCK OPTION GRANTS
Stock Options were granted during the fiscal year ended December 31, 1998 to
the executive officers named in the Summary Compensation Table above as
follows:
6
<PAGE>
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NO. OF SHARES % OF TOTAL SHARES STOCK PRICE APPRECIATION
UNDERLYING UNDERLYING OPTIONS FOR OPTION TERM (2)
OPTIONS GRANTED TO EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED (1) IN FISCAL YEAR PRICE DATE 5% 10%
- ------------- ------------- -------------------- -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Rui Guimarais 20,000 100% $3.00 5/04/03 $16,577 $36,631
</TABLE>
(1) The option was granted under the Company's 1997 Stock Incentive Plan and
has a per share exercise price that is equal to the market value of the
common stock on the date of the grant. The option becomes exercisable in
20% increments on May 4, 1999, 2000, 2001, 2002 and 2003.
(2) Assumes the value of the shares issuable upon exercise of the option
increases at the stated percentages annually from the date of grant to
the date of expiration.
STOCK OPTION EXERCISES AND HOLDINGS
The following table provides information concerning options exercised by the
executive officers named in the Summary Compensation Table above during the
fiscal year ended December 31, 1998 and unexercised options held by such
executives as of December 31, 1998.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES SHARES UNDERLYING IN-THE-MONEY
ACQUIRED OPTIONS AT 12/31/98 OPTIONS AT 12/31/98
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Belzberg - $ - 187,500 62,500 $142,500 $47,500
Keenan Behrle - - 27,500 82,500 14,531 32,344
Rui Guimarais - - - 20,000 - -
</TABLE>
INDEMNITY AGREEMENTS
In 1987, 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 Company to indemnify an officer or director who is a party to an
indemnity 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 any inaction
on his or her part while acting as an 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.
7
<PAGE>
EXECUTIVE COMPENSATION REPORT
Prior to the establishment of a Compensation Committee in May 1997, the
policies applicable to determining the compensation of executive officers of
the Company were determined by the full Board of Directors, except that
Mssrs. William Belzberg and Keenan Behrle, both of whom are executive
officers and directors, did not participate in the determination of policies
affecting their respective compensation. The following report on executive
compensation has been provided by the Compensation Committee.
During fiscal year ended December 31, 1998, the Company paid Mr. Belzberg a
salary at an annual rate of $250,000, effective July 1, 1998, and a salary at
an annual rate of $200,000 prior to July 1, 1998, the same salary paid to
him in 1997 and 1996. Mr. Belzberg's salary for 1998 was established by the
Compensation Committee and was based on the time and effort he devoted to the
Company. Additionally, the Compensation Committee rewarded Mr. Belzberg with
a bonus of $50,000 in recognition for the Company's increasingly positive
results. In 1997 and 1996, Mr. Belzberg's salary was established by the
Board of Directors based on its evaluation of his efforts and contributions
to the Company. No specific performance criteria were relied upon in setting
his salary.
During fiscal year ended December 31, 1998, the Company paid Mr. Behrle a
salary at an annual rate of $220,000, effective July 1, 1998, and a salary at
an annual rate of $200,000 prior to July 1, 1998, the same annual salary paid
to him since commencement of his employment in February 1997. Mr. Behrle's
salary for 1998 was established by the Compensation Committee and was based
on the time and effort he devoted to the Company. Additionally, the
Compensation Committee rewarded Mr. Behrle with a bonus of $25,000 in
recognition for the Company's increasingly positive results. The
compensation of Mr. Behrle as listed in the Summary Compensation Table for
the fiscal year ended December 31, 1997, was established at the commencement
of Mr. Behrle's employment with the Company by Mr. William Belzberg, Chairman
and Chief Executive Officer of the Company, after review of such compensation
with the Board of Directors (prior to formation of the Compensation
Committee), based upon the duties and responsibilities to be performed by Mr.
Behrle and compensation paid to persons holding similar positions in
comparable companies.
The compensation of Mr. Guimarais as listed in the Summary Compensation Table
for the fiscal year ended December 31, 1998, was established by Mr. William
Belzberg, Chairman and Chief Executive Officer of the Company, after review
of such compensation with the Compensation Committee, and was based upon the
duties and responsibilities to be performed by Mr. Guimarais and compensation
paid to persons holding similar positions in comparable companies.
Monty Hall and Barbara C. George
Members of the Compensation Committee of the Board of Directors
THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE 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.
8
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The Performance Graph set forth below compares total stockholder return on
the Company's Common Stock with total stockholder return on the Dow Jones
Equity Market Index, the Dow Jones Real Estate Investment Sector and a peer
group index for the period from January 1, 1994 through December 31, 1998.
The peer group index is comprised of companies with diversified operations,
which management considers being comparable to the Company's business
operations. These companies are listed below.
Total stockholder return is determined by adding the increase in the share
price during the applicable 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, 1993 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.
TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 12/31/93)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS
12/31/93 12/31/94 12/29/95 12/30/96 12/31/97 12/31/98
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WESTMINSTER INC. $100.00 $73.08 $142.31 $123.08 $153.85 $169.23
- ------------------------------------------------------------------------------------------------
PEER GROUP $100.00 $57.73 $ 73.41 $ 82.53 $148.01 $104.65
- ------------------------------------------------------------------------------------------------
DJ REI SECTOR $100.00 $95.11 $117.54 $157.79 $188.74 $147.01
- ------------------------------------------------------------------------------------------------
DOW JONES EQUITY INDEX $100.00 $94.61 $129.04 $158.04 $207.50 $232.74
- ------------------------------------------------------------------------------------------------
</TABLE>
Source: Carl Thompson Associates www.ctaonline.com (800) 959-9677. Data from
Bloomberg Financial Markets.
9
<PAGE>
- ----------------
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.
THE PEER GROUP INDEX CONSISTS OF THE FOLLOWING SIX COMPANIES: SIRCO
INTERNATIONAL CORP (SIRC), WALTER INDUSTRIES INC (WLT), PUBCO (PUBO), CRAIG
CORP (CRG), TRIARC COMPANIES (TRY) AND NBI INC (NBII).
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 1999 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
director and executive officer and by all 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) (2) PERCENT OF CLASS
- ------------------- ------------------ ----------------
<S> <C> <C>
William Belzberg (3) 2,176,570 26.92%
9665 Wilshire Blvd.
Suite M-10
Beverly Hills, CA 90212
Hyman Belzberg (4) 1,703,974 21.75%
#1420 Aquitaine Towers
540 - 5 Avenue S.W.
Calgary, Alberta
Canada T2P 0M2
Samuel Belzberg (5) 1,472,748 18.80%
1177 West Hastings St.
Suite 2000
Vancouver, B.C.
Canada V6E 2K3
Keenan Behrle (6),(7) 130,000 1.65%
Barbara C. George, Ph.D. (7) 10,000 *
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C>
Monty Hall (7) 10,000 *
Lester Ziffren (7) 13,000 *
Rui Guimarais (8) 5,000 *
All Directors and
Officers as a Group
(8 persons) 5,521,292 67.58%
</TABLE>
- -------------
* Amount represents less than one percent of the Company's Common Stock.
(1) Information with respect to beneficial ownership is based upon the
Company's stock records and data supplied to the Company by the holders.
(2) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes generally voting power
and/or investment power with respect to securities. Shares of Common Stock
subject to options currently exercisable or exercisable within 60 days are
deemed outstanding for computing the percentage of the person holding such
options but are not deemed outstanding for computing the percentage of any
other person. Except as indicated by footnote, and subject to joint
ownership with spouses and community property laws where applicable, the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
(3) Includes 187,500 shares exercisable as of March 31, 1999 and 62,500
options exercisable within 60 days, pursuant to an option to purchase a total
of 250,000 shares. 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 an amended Schedule 13D filed with the Securities and Exchange
Commission, 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.
(5) Based on an amended Schedule 13D filed with the Securities and Exchange
Commission, of the shares shown in the table as owned beneficially by Samuel
Belzberg, 1,372,748 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 are owned by M.D.B. Capital, a Liberian
corporation, which has granted to Mr. Belzberg a limited power of attorney
with respect to those shares.
(6) Includes 40,000 shares exercisable as of March 31, 1999 pursuant to an
option to purchase a total of 100,000 shares. The shares are deemed to be
outstanding for the purpose of computing the percentage of the outstanding
shares beneficially owned by Mr. Behrle.
(7) Includes 7,500 shares exercisable as of March 31, 1999 and 2,500 options
exercisable within 60 days, pursuant to an option to purchase a total of
10,000 shares. The shares are deemed to be outstanding for the purpose of
computing the percentage of the outstanding shares beneficially owned.
(8) Includes 5,000 options exercisable within 60 days, pursuant to an option
to purchase a total of 20,000 shares. The shares are deemed to be
outstanding for the purpose of computing the percentage of the outstanding
shares beneficially owned by Mr. Guimarais.
11
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THE COMPANY'S RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the Company's independent auditors for
the years ended December 31, 1998 and 1997. Representatives of Deloitte &
Touche 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.
KPMG LLP ("KPMG") served as the Company's independent auditors for the
year ended December 31, 1996. On May 5, 1997, KPMG resigned as the Company's
independent auditors and on August 19, 1997, the Company retained Deloitte &
Touche. The reports of KPMG on the Company's financial statements for the
year ended December 31, 1996 did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles. Also there were no disagreements between
KPMG and the Company on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of KPMG, would have caused that firm to refer to
the subject matter of the disagreement in connection with their audit report.
12
<PAGE>
STOCKHOLDERS' PROPOSALS
Any stockholder of the Company wishing to submit a proposal for
inclusion in the proxy statement relating to the Company's 1999 Annual
Meeting of Stockholders must deliver such proposal to the Company at its
principal office on or before December 28, 1999. 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
2000 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
2000 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/ Keenan Behrle
------------------------
Keenan Behrle
Corporate Secretary
Beverly Hills, California
April 22, 1999
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.
13
<PAGE>
PROXY
WESTMINSTER CAPITAL, INC.
The undersigned hereby appoints William Belzberg and Keenan Behrle, and
either of them acting alone, with full power of substitution and revocation,
as proxies of the undersigned to vote all shares of Common Stock of
Westminster Capital, Inc. (the "Company") which the undersigned is entitled
to vote at the 1999 Annual Meeting of Stockholders of the Company to be held
on May 27, 1999, or at any adjournment or postponement thereof, upon the
matters referred to on the reverse side of this Proxy, and, in their
discretion, upon any other business that may come before the meeting.
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.
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 SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
DETACH HERE
- --------------------------------------------------------------------------------
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS VOTING FOR THE ELECTION OF ALL THE NOMINEES LISTED
BELOW.
1. Election of Directors
Nominees: Keenan Behrle, Hyman Belzberg, Samuel Belzberg,
William Belzberg, Barbara C. George, Monty Hall and
Lester Ziffren
FOR / / / / WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
/ / ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
If the total number of votes indicated above
exceeds the number 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,
trustees, guardians or corporate 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: _______
