<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.24a-12
WENDT-BRISTOL
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WENDT-BRISTOL
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(NAME OF PERSON(S) FILING PROXY STATEMENT)
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(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
/ / 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:(1)
(4) Proposed maximum aggregate value of transaction:
/ / 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:
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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<PAGE> 2
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Stockholders of The
Wendt-Bristol Health Services Corporation (the "Company"), a Delaware
corporation, will be held on Thursday, June 15, 1995, at 11:00 a.m., at Suite
760, Two Nationwide Plaza, 280 North High Street, Columbus, Ohio for the
following purposes:
(1) To elect six (6) directors as members of the Board of Directors to serve
until the next annual meeting of stockholders and until their respective
successors are duly elected and qualified; and
(2) To consider and act upon any other matters which may properly come before
the meeting or any adjournment thereof.
The holders of record of Common Stock of the Company at the close of business
on April 28, 1995, will be entitled to notice of, and to vote at, the meeting.
For a period of at least ten days prior to the meeting, a complete list of
stockholders entitled to vote at the meeting will be open for examination of
any stockholder during ordinary business hours at the Company's offices at
Suite 760, Two Nationwide Plaza, 280 North High Street, Columbus, Ohio 43215.
BY ORDER OF THE BOARD OF DIRECTORS
Sandra W. Weber, Secretary
Columbus, Ohio
May 5, 1995
__________________________________
You are cordially invited to attend the meeting in person. Even if you plan
to be present, you are urged to sign, date and mail the enclosed proxy
promptly. However, if you attend the meeting, you may vote in person or by
your proxy.
PLEASE NOTE THAT A COPY OF THE COMPANY'S 1994 ANNUAL REPORT AND FORM 10-K IS
ENCLOSED HEREWITH.
<PAGE> 3
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
PROXY STATEMENT
for the
ANNUAL MEETING OF STOCKHOLDERS
To be Held June 15, 1995
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Wendt-Bristol Health Services
Corporation (the "Company"). The proxy solicited in connection with this proxy
statement will be used at the Annual Meeting of Stockholders of the Company for
1995 to be held on Thursday, June 15, 1995, at 11:00 a.m., at Suite 760, Two
Nationwide Plaza, 280 North High Street, Columbus, Ohio 43215, and at any
adjournment thereof, for the purposes set forth in the foregoing notice of the
meeting.
Properly executed proxies received in time for the meeting will be voted as
specified therein. If the enclosed form of proxy is executed and returned, it
may nevertheless be revoked upon written notice to either of the persons named
as a proxy or to the Secretary of the Company at any time before it is
exercised, by voting in person at the meeting or by giving a later proxy. This
proxy statement, along with the Annual Report on Form 10-K for the year ended
December 31, 1994 is being mailed on or about May 5, 1995 to all stockholders
of record on April 28, 1995.
The cost of soliciting proxies, including the printing, handling and mailing
of the proxy and related materials and the actual expenses incurred by
brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
materials to the beneficial owners of stock, will be paid by the Company. If
proxies are not returned to the Company, it may be necessary for certain
officers, directors, employees and other representatives of the Company to
solicit proxies by telephone or telegram or in person.
The Company's principal executive offices are located at Suite 760, Two
Nationwide Plaza, 280 North High Street, Columbus, Ohio 43215, and its
telephone number is (614) 221-6000.
The shares entitled to vote at the meeting consist of shares of common stock
of the Company ("Common Stock") with each share entitling the holder of record
to one vote. At the close of business on April 28, 1995, the record date for
the meeting, there were outstanding 6,219,758 shares of Common Stock.
1
<PAGE> 4
ELECTION OF DIRECTORS
At the meeting, six (6) directors are to be elected to hold office until the
1996 Annual Meeting of Stockholders and until their respective successors are
elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to vote
such proxy FOR the election of the director nominees named below unless
authorization is withheld on the proxy. Management does not contemplate that
any nominee will be unable or unwilling to serve as a director or become
unavailable for any reason, but if such should occur before the meeting, a
proxy voted for any such individual will be voted for another nominee to be
selected by the Board of Directors.
The enclosed form of proxy provides a means for stockholders to vote for all
of the nominees listed therein, to withhold authority to vote for one or more
of such nominees or to withhold authority to vote for all of such nominees.
Each properly executed proxy received in time for the meeting will be voted as
specified therein. If a stockholder does not specify otherwise, the shares
represented by his or her proxy will be voted for the nominees listed therein
or, as noted above, for other nominees selected by the Board of Directors. The
shares held by each stockholder who signs and returns the enclosed form of
proxy will be counted for purposes of determining the presence of a quorum at
the meeting.
The Board of Directors has designated the following nominees, each of whom is
presently a director of the Company, for election as directors of the Company:
<TABLE>
<CAPTION>
Name Age Current Positions with Company
---- --- ------------------------------
<S> <C> <C>
Marvin D. Kantor 66 Chairman of the Board, Director
Sheldon A. Gold 52 President, Treasurer, Chief Executive Officer, Chief Financial and Accounting Officer,
Director, member of Audit Committee
Reed A. Martin 41 Executive Vice President, Chief Operating Officer and Director
Harold T. Kantor 61 Vice Chairman of the Board, Director
Paul H. Levine 54 Director, member of Audit Committee
Gerald M. Penn 57 Director, member of Audit Committee
<FN>
The Board of Directors and Audit Committee met one time in 1994.
</TABLE>
2
<PAGE> 5
Reference is made to Part III of the Form 10-K for information as to the
Business Experience of Directors, Executive Compensation, Security Ownership of
Certain Beneficial Owners and Management, and Certain Relationships and Related
Transactions. Such Security Ownership is shown as of March 2, 1995; to the
knowledge of management of the Company, there has not been any material change
in such Security Ownership since that date.
PERFORMANCE GRAPHS
This chart graphs the Company's performance in the form of cumulative total
return to shareholders from December 31, 1989 until December 31, 1994 in
comparison to Standard and Poor's 500 and Standard and Poor's 500 Healthcare
Composite index.
<TABLE>
Indexed/Cumulative Returns
Base
Period Return Return Return Return Return
Company\Index Name 1989 1990 1991 1992 1993 1994
===============================================================================================
<S> <C> <C> <C> <C> <C> <C>
WENDT-BRISTOL HEALTH SERVICES CORP. 100 89.03 132.04 88.03 86.02 38.47
S&P 500 INDEX 100 96.90 126.42 136.05 149.76 151.74
S&P 500 HEALTHCARE COMP INDEX 100 117.45 180.89 151.42 138.70 156.89
<FN>
This total shareholders return model assumes reinvested dividends.
Prepared by Standard & Poor's Compustat, a division of McGraw-Hill.
</TABLE>
3
<PAGE> 6
SELECTION OF AUDITORS
The firm of Hausser + Taylor has been the independent auditors since 1992
based upon the recommendation of the Audit Committee. A representative of
Hausser + Taylor will be present at the Annual Meeting of Stockholders, will
have an opportunity to make a statement, if he or she desires to do so, and
will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at the next
annual meeting of shareholders must be received by the Company at its principal
executive offices by January 15, 1996. Such proposals may be included in next
year's proxy statement if they comply with certain rules and regulations
promulgated by the Securities and Exchange Commission.
OTHER MATTERS
The Board knows of no other matters to be presented at the Annual Meeting. If
any other matter is properly brought before the Annual Meeting, it is the
intention of the persons named in the proxy to vote in their discretion upon
such matters in accordance with their judgement.
You are urged to sign, date and return the enclosed proxy in the envelope
provided. No postage is required if the envelope is mailed from within the
United States. If you subsequently decide to attend the Annual Meeting and
wish to vote your shares in person, you may do so. Your cooperation in giving
this matter your prompt attention is appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
Columbus, Ohio Sandra W. Weber, Secretary
May 5, 1995
4
<PAGE> 7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table and the text following the table set forth
certain information with respect to the Directors and
Executive Officers (being all of the Directors of the Company,
except for Dr. Penn and Mr. Levine) of the Company. Each
Director serves until the next Annual Meeting of Stockholders
of the Company and until his successor is elected and
qualifies, unless such Director resigns or dies prior thereto.
Each Executive Officer serves at the pleasure of the Board.
<TABLE>
<CAPTION>
NAME AGE CURRENT POSITIONS WITH COMPANY
---- --- ------------------------------
<S> <C> <C>
Marvin D. Kantor 66 Chairman of the Board, Director
Sheldon A. Gold 52 President, Treasurer, Chief Executive Officer,
Chief Financial and Accounting Officer,
Director, member of Audit Committee
Reed A. Martin 41 Executive Vice President, Chief Operating
Officer and Director
Harold T. Kantor 61 Vice Chairman of the Board, Director
Paul H. Levine 54 Director, member of Audit Committee
Gerald M. Penn 57 Director, member of Audit Committee
</TABLE>
Marvin D. Kantor has been Chairman of the Board since May
1988; prior to June 1993 he had also been President and Chief
Executive Officer of the Company and W-B since May 1988. In
addition, he has been the sole Director of W-B since 1990. He
is a brother of Harold T. Kantor.
Sheldon A. Gold is a certified public accountant and has been
President and Chief Executive Officer of the Company since
June 1993. Prior thereto and since March 1992 he had been
Vice Chairman of the Board and since May 1988 he had been
Executive Vice President, Treasurer, and Chief Financial and
Accounting Officer of the Company. He again became Treasurer
and Chief Financial and Accounting Officer of the Company in
July 1992. In addition, he has been a Director of the Company
since May 1988. He has also been the President of W-B since
June 1993, Executive Vice President between 1979 and June
1993, a Director of W-B from 1979 to August 1990 (when Marvin
D. Kantor became the sole director), and Chief Financial and
Accounting Officer of W-B since 1979.
Reed A. Martin, elected as a Director in May 1992, has since
June 1993 been Executive Vice President and Chief Operating
Officer, since May 1991 he had been a Senior Vice President of
the Company supervising operations. Prior thereto he was
General Manager of the midwest wholesale medical supply
operations of Foster Medical Supply, Inc. which in April 1990
had acquired the wholesale medical supply division of W-B.
Mr. Martin had been the Operations Manager of W-B in the
period 1982-88 and thereafter until April 1990 he was Vice
President and General Manager of W-B's wholesale medical
supply division. Mr. Martin is a son-in-law of Marvin D.
Kantor.
Harold T. Kantor has been Vice-Chairman since June 1993 and a
Director of the Company since May 1988. In addition, he has
been Vice President of W-B since October 1985 and a Director
from 1979 to August 1990. He is a brother of Marvin D.
Kantor.
III-1
<PAGE> 8
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Paul H. Levine has been a Director since January, 1990. He is
President of Levine Asset Management, a registered investment
advisor. Mr. Levine is an attorney and a certified public
accountant and has been active in venture capital, investment
banking and financial consulting since 1972. He is also a
Director of Learning Technologies, Inc.
Dr. Gerald M. Penn, M.D., Ph.D., was elected as a director on
February 8, 1995. He replaces William G. Brewer (who died in
February, 1994) and will serve on the audit and stock option
committees. Dr. Penn, who specializes in pathology,
hematology and immunopathology has been the medical director
of Grant Medical Center's Department of Laboratory Medicine.
He has served many professional societies and boards including
his current position as secretary-treasurer of The Academy of
Medicine of Columbus and Franklin County.
William G. Brewer was a director and member of the Audit
Committee from 1988 until his death in February 1994. Mr.
Brewer was a former Director of African Project Development
with Westinghouse Electric Corporation. He had been retired
since 1976.
ITEM 11. EXECUTIVE COMPENSATION
GENERAL. The following table sets forth the total annual
compensation paid or accrued by the Company and its
subsidiaries to or for the account of (i) the President (the
chief executive officer) of the Company and (ii) for the
Company's most highly compensated executive officers other
than the chief executive officer who were serving as executive
officers at December 31, 1994 and with respect each of whom
such compensation exceeded $100,000.
III-2
<PAGE> 9
<TABLE>
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
UNDERLYING
NAME AND OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) SARS (#) COMP. ($)**
------------------ ---- ---------- -------- -----------
<S> <C> <C> <C> <C>
Sheldon A. Gold 1994 $ 140,000 * $ -
President, Chief 1993 136,192 * 11,649
Executive Officer, 1992 133,519 * 11,649
Treasurer, and
Chief Financial and
Accounting Officer
Marvin D. Kantor 1994 127,404 * 59,609
Chairman of the 1993 125,000 * 59,609
Board 1992 131,635 * 66,433
Harold T. Kantor 1994 110,000 * 22,513
Vice Chairman of 1993 110,000 25,000 16,947
the Board 1992 116,346 * 21,170
<FN>
________________
* Not applicable
** Includes life insurance premiums paid by the Company for each of named persons (see Note
11 of the Notes to the Consolidated Financial Statements herein). For the fiscal year ended
December 31, 1994, the amounts paid by the Company for each of the named persons is:
LIFE
NAME INSURANCE
---- ---------
Marvin D. Kantor $ 59,609
Harold T. Kantor 22,513
</TABLE>
III-3
<PAGE> 10
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
OPTIONS. The following table sets forth information
respecting the grant by the Company of options to purchase
shares of its Common Stock and other information related to
options granted by the Company:
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE ($)
- ---- ----------- ----------- ------ ---- ---------
<S> <C>
None
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
--------------------------------------------------------------------------------
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
FY-END-# SHRS AT FY END-$
------------- -----------
SHARES
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Sheldon A. Gold 0 0 50,000/0 0/0
Harold T. Kantor 0 0 25,000/0 0/0
<FN>
________________
All options held by Messrs. Gold and Harold T. Kantor were
exercisable at December 31, 1994. None were "in-the-money".
American Stock Exchange reported quotations for the Common
Stock of the Company on December 30, 1994, are: high, $.4375;
low, $.375; and close, $.4375; such prices on March 2, 1995
are: high, $.4375; low, $.375; and close, $.375. The exercise
price of each of Mr. Gold's options is $1.125 and the options
expire on December 31, 1995; the exercise price of each of the
options of Mr. Harold T. Kantor is $1.25 and the options
expire on June 3, 1998.
</TABLE>
III-4
<PAGE> 11
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
STOCK OPTION PLAN. In 1983, the Company adopted an Incentive
Stock Option Plan which was amended in 1989 (as amended, the
"Plan"). Pursuant to the Plan, the Company is authorized to
grant stock options to purchase up to 250,000 shares of Common
Stock of the Company, subject to anti-dilution provisions, to
key personnel, including eligible directors, officers and
employees of the Company. In the event that any option
granted under the Plan shall terminate prior to its exercise
in full for any reason, then the shares subject to the option
not acquired by exercise of the option shall be added to the
shares otherwise available for the grant of options under the
Plan. Options granted under the Plan may be those intended to
qualify as "incentive stock options", as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or those not intended so to qualify. At March 2,
1995, options to purchase an aggregate of 67,000 shares of
Common Stock of the Company, subject to anti-dilution
provisions, could still be granted under the Plan.
The Plan is currently administered by a Committee of the Board
of Directors of the Company consisting of Messrs. Levine and
Penn, which have the authority (except with respect to stock
options to Non-Employee Directors [as defined in the Plan,
i.e., directors of the Company who are not also employees of
the Company, who have served as directors for twelve
consecutive full calendar months, and who at the end of such
period are continuing to serve as directors] which are
mandated by the Plan) to determine the grantees of the
options, whether options granted are to be "incentive stock
options" or non-incentive stock options except that
Non-Employee Directors must receive non-incentive stock
options, the number of shares to be covered by each option,
the time at which each option is exercisable, the method of
payment, and certain other provisions of the option. Options
may be granted for a term not to exceed 10 years (five years
with respect to a 10% stockholder) and are not transferable or
assignable other than by will or the laws of descent and
distribution.
An option may be exercised within twelve months after the
death or disability of the optionee, to the extent the option
was exercisable at the time of death or disability. The
exercise price of all options (other than non-incentive stock
options granted to persons other than Non-Employee Directors)
must be at least equal to the fair market value of shares of
Common Stock of the Company on the date of grant, or 110% of
such fair market value with respect to any optionee who is a
10% stockholder of the Company.
The Plan will terminate on April 25, 2001. The Board of
Directors of the Company may, however, terminate the Plan at
any time prior to such date. Termination of the Plan will not
alter or impair, without the consent of the optionee, any of
the rights or obligations under any option theretofore granted
under the Plan.
The Plan provides that no option granted thereunder shall be
exercisable if the Company shall, at any time and in its sole
discretion, determine that (i) the listing upon any securities
exchange, registration or qualification under any state or
federal law of any shares otherwise deliverable upon such
exercise, or (ii) the consent or approval of any regulatory
body of the satisfaction of withholding tax or other
withholding liabilities, is necessary or appropriate in
connection with such exercise. In any of such events, the
exercisability of the option is suspended and is not effective
unless and until such withholding, listing, registration,
qualification or approval shall have been effected or obtained
free of any conditions not acceptable to the Company in its
sole discretion, notwithstanding any termination of any option
or any portion of any option during the period when
exercisability has been suspended.
III-5
<PAGE> 12
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
The Plan also provides that the Board or, if so designated,
the Committee (of directors of the Company appointed to
administer the Plan) may require, as a condition to the right
to exercise an option, that the Company receive from the
option holder, at the time of any such exercise, the
representation, warranties and agreements to the effect that
the shares acquired upon exercise of such options are being
purchased by the option holder only for investment and without
any present intention to sell or otherwise distribute such
shares and that the option holder will not dispose of such
shares in transactions which, in the opinion of counsel to the
Company, would violate the registration provisions of the
Securities Act of 1933 and the rules and regulations
thereunder. The certificates issued to evidence such shares
will bear appropriate legends summarizing such restriction on
the disposition thereof.
SPLIT-DOLLAR INSURANCE POLICIES. The following table sets
forth information as of December 31, 1994, concerning
split-dollar insurance policies on the lives of the named
persons in the Summary Compensation Table (1):
<TABLE>
<CAPTION>
INITIAL
FACE
AMOUNT OF
NAME OF INSURED (2) POLICY ISSUED
------------------- ------ ------
<S> <C> <C>
Marvin D. Kantor $ 1,500,000 (3) 06/08/92
Sheldon A. Gold 375,000 (4) 09/11/86
Harold T. Kantor 350,000 (3) 04/28/92
Harold T. Kantor 150,000 (3) 06/28/93
<FN>
The Company, pursuant to split-dollar agreements, has
purchased life insurance on the lives of certain
officers (including named persons in the Summary
Compensation Table) and key employees on a
"split-dollar" basis. The program is designed so
that advances of premium payments (the "advances")
the Company makes on behalf of each insured are
collateralized by assignment of the related life
insurance policy (i.e., the accumulated policy cash
value and the policy death benefit).
The insured person owns the policy and, with the consent of
the Company, is permitted to borrow from the cash surrender
value of the policy.
Under the "split-dollar" agreements, the Company upon death or
other separation from service of the insured receives the
return of the advances from the death benefits or cash
surrender value, if any, of the policy, as the case may be.
SECTION 401(K) PLAN. Effective July 1, 1989, the Company
established a Plan and Trust (the "Plan") intended to comply
with the provisions of Section 401(k) of the Internal Revenue
Code.
_________________________
(1) See footnote to the Summary Compensation Table for
information respecting Company premium payments for the fiscal
year ended December 31, 1994.
(2) The beneficiaries of all policies are the spouses or
children of the insured.
(Footnotes continued on following pages)
</TABLE>
III-6
<PAGE> 13
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
All full-time (as defined) employees of the Company and of its
subsidiaries (collectively referred to under this sub-caption
as the "Company") who were employees on July 1, 1989, and
persons who became employees thereafter and are continuously
employed for one year are eligible to participate in the Plan.
Under the Plan, an eligible employee who elects to participate
defers a portion (the "Portion") of his compensation, as
defined, the Portion being up to the maximum which will not
cause the Plan to favor Highly-Compensated Employees, as
defined, or cause the Plan to exceed the maximum amount
allowable as a deduction to the company under Section 404 of
the Code. The Company contributes under the Plan, for the
account of such eligible employee, an amount equal to the
Portion; in substance the contribution is being made by the
eligible employee.
The Plan provides that the Company shall make a contribution
(which is in addition to the contribution referred to in the
preceding sentence and shall be in shares of Common Stock of
the Company) equal to 10% of the aggregate amount of all
contributions made by participants, except that for this
purpose a maximum of 10% of the compensation of each
participant is taken into account. The Plan also provides
that the Company may contribute a discretionary amount to all
participants out of its current or accumulated Net Profit, as
defined, for the applicable Fiscal Year, as defined.
All contributions of the participant vest immediately.
Contributions of the Company vest in accordance with the
number of Years of Service, as defined, of the participant
with vesting of 20% after one year of Service and thereafter
increasing by 20% increments for each Year so that after five
years or more of Service, the Company's contributions become
fully vested. Notwithstanding the foregoing, the Company's
contributions fully vest upon the retirement of a participant
at his Normal Retirement Date or Early Retirement Date, as
defined; upon the death of a participant before his Retirement
Date, as defined, or certain other termination of his
employment; in the event of a participant's Total and
Permanent Disability, as defined, prior to his Retirement
Date, as defined, or other Disability, as defined, prior to
his Retirement Date or other termination of his employment; or
in the event that the Plan is terminated in whole, or to the
extent particular participants are affected thereby, in part.
The Trustee under the Plan, Merrill Lynch Trust Company,
invests cash contributed or otherwise held under the Plan as
it is instructed by the employee participants, who have the
discretion of fund selection.
Distributions from the Plan are made on a participant's Normal
Retirement Date, Early Retirement Date, death, Total and
Permanent Disability, or the termination of employment for any
reason other than the foregoing. Advance distributions on
account of hardship may be made in limited circumstances as
provided in the Plan.
Payment of vested amounts are made in accordance with
directions of the Committee, appointed by the Company to act
under the Plan, either in one lump sum payment or in annual
cash installments over a period not to exceed 10 years.
COMPENSATION OF DIRECTORS. Non-employee Directors of the
Company receive $650 for each meeting of the Board of
Directors of the Company which they attend and such Directors
are also reimbursed for any expenses incurred. In addition,
beginning January 1, 1995 all non-employee directors are
compensated $500 per month for serving as director of the
Company. No additional amounts are paid for committee
participation.
_________________________
(Footnotes continued on following page)
III-7
<PAGE> 14
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
In addition, Non-Employee Directors have been granted stock
options under the Plan (see "Item 11. Executive Compensation
- Stock Option Plan") to purchase shares of Common Stock of
the Company. Non-Employee Directors are defined in the Plan
as Directors of the Company who are not also employees of the
Company, who have served as Directors for twelve consecutive
full months, and who at the end of such period are continuing
to serve as Directors. Each of William G. Brewer, Paul H.
Levine, and Michael R. Sussman received, pursuant to the
forgoing provision of the Plan, options on July 11, 1991, to
purchase up to an aggregate of 10,000 shares of the Common
Stock of the Company at a price of $.75 per share, subject to
anti-dilution provisions of the Plan. Mr. Sussman
subsequently resigned as a Director of the Company without
having exercised any of his options and the options thereupon
lapsed. Each of Messrs. Brewer and Levine were granted
options on May 13, 1992, to purchase up to an aggregate of
5,000 shares of the Common Stock of the Company (this
aggregate of 10,000 shares being equal to the number of shares
with respect to which Mr. Sussman had held options) at a price
of $1.375 per share, subject to anti-dilution provisions. The
Plan also provides for a grant of additional stock options to
each Director who received an option ("initial option") as
hereinbefore described, each of such additional options to
provide for the purchase of an aggregate maximum of 1,000
shares of Common Stock of the Company at a price per share
equal to the fair market value of the Common Stock of the
Company on the date of grant, subject to anti-dilution
provisions, one of such additional options to be granted on
each successive anniversary of the date of grant of the
initial option, provided that such Director continues on such
anniversary to be a Non-Employee Director. Pursuant to this
provision of the Plan, each of Messrs. Brewer and Levine
received on July 11, 1992, options to purchase an aggregate of
1,000 shares of the Common Stock of the Company at a price of
$1.375 per share, subject to anti-dilution provisions; each of
them received on July 11, 1993, options to purchase an
aggregate of 1,000 shares of the common stock of the Company
at a price of $1.0625 per share, subject to antidilution
provisions; and Messr. Levine received on July 11, 1994,
options to purchase an aggregate of 1,000 shares of the common
stock of the Company at a price of $.6875 per share, subject
to antidilution provisions. Each of the stock options
referred to in this paragraph are exercisable commencing on
the date of grant and ending on the fifth anniversary of such
date. None of the options referred to in this paragraph has
been exercised.
Mr. Brewer died in February 1994; under the provisions of the
Plan, Mr. Brewer's legatees could have exercised in whole or
part within twelve months of the date of death the
aforementioned options held by him on the date of death; none
of such options were exercised.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below presents as of March 2, 1995, certain
information (1) with respect to any person (including any
"group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) who is known to
the Company to be the beneficial owner of more than five
percent of any class of the Company's voting securities and
(2) as to each class of equity securities of the Company or
any of its parents or subsidiaries, other than directors'
qualifying shares, beneficially owned by each director and
executive officer of the Company and by all directors and
executive officers of the Company as a group.
_________________________
(Footnotes continued from previous pages)
(3) Each of the policies are increasing death benefit policies
(through use of dividends) and have replaced a previous
universal life policy.
(4) The policy is of the universal life nature, whereby the
cash value is added to the face value at all times, including
death.
III-8
<PAGE> 15
<TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (CONTINUED)
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE AND PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER* BENEFICIAL OWNERSHIP(1) OF CLASS(2)
-------------- ---------------------- ----------------------- -----------
<S> <C> <C> <C>
Common Stock Marvin D. Kantor 855,320 (8) 13.52%
Common Stock Harold T. Kantor 247,475 (3) 3.91%
Common Stock Sheldon A. Gold 106,375 (4) 1.68%
Common Stock Reed A. Martin 29,430 (5) -
Common Stock Paul H. Levine 18,500 (6) -
Common Stock All Directors and 1,257,100 (7) 19.87%
Executive Officers
As a Group
(6 persons)
Common Stock Commonwealth 500,000 (8) 7.90%
of Pennsylvania
Insurance Department
901 N. 7th Street
Harrisburg, PA 17102
<FN>
___________________
* Addresses for persons included in a capacity other than Directors or Executive Officers.
(1) The individuals named have direct ownership and sole
voting and investment power, except as otherwise
indicated.
(2) Percent of class shown net of treasury shares (see
(8) below). Except as otherwise indicated, shares
owned by the individuals named represent less than 1%
of the outstanding shares of Common Stock of the
Company.
(3) Includes 25,000 shares which Mr. Kantor may acquire
by exercising options granted to him under the
Company's Stock Option Plan.
(4) Includes 13,750 shares of Common Stock which Mr. Gold
may acquire by exercising Warrants and 50,000
shares of Common Stock which he may acquire by
exercising options granted to him under the Company's
Stock Option Plan.
(5) Includes 1,100 shares of Common Stock which Mr.
Martin may acquire by exercising Warrants and
25,000 shares of Common Stock which he may acquire by
exercising options granted to him under the Company's
Stock Option Plan.
_________________________
(Footnotes continued on following page)
</TABLE>
III-9
<PAGE> 16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MHK Corp., of which Marvin D. Kantor, Harold T. Kantor, and
Sheldon A. Gold are the sole shareholders, has incurred
indebtedness to the Company. The largest amount of such
indebtedness outstanding in 1994 was $121,818; 1993 was
$94,400; and in 1992 was $114,800. On February 28, 1995, the
amount of such indebtedness outstanding was $113,607. No
interest is paid or charged on such indebtedness.
The President and CEO of the Company has incurred indebtedness
to the Company. The largest amount of such indebtedness
outstanding in 1994 was $146,454; 1993 was $102,754 and 1992
was $84,554.
Pursuant to a ten-year lease entered into in 1985, the Company
leases a warehouse facility from a partnership of which the
Kantors are the partners. Effective May 1, 1992, a renewal
option was exercised on the leased warehouse facility
extending its term to 2005. During the extension, the annual
rent of $66,000 will continue to be payable by the Company;
however, approximately $24,000 of the amount due annually is
to be applied against the amount due the Company from MHK
Corp. The Company will also collect approximately $18,500,
through 1996, from a sub-tenant of part of the premises. In
May 1992, the Company received a second mortgage on the
warehouse facility as collateral for the amount remaining due
from MHK Corp.
Certain executive officers and directors of the Company were
limited partners owning less than an aggregate 10% interest in
1275 Olentangy River Road Limited Partnership and certain
executive officers and directors of the Company were limited
partners owning less than an aggregate 10% interest in
Wendt-Bristol Diagnostics Company L.P. W-B was the general
partner of 1275 Olentangy River Road Limited Partnership which
owned and operated a medical office building in Columbus,
Ohio. A subsidiary of W-B is the general partner of
Wendt-Bristol Diagnostics Company L.P. which owns and operates
an outpatient medical diagnostic imaging center in Columbus,
Ohio (see Note 14).
See also Note 11 of the Notes to Consolidated Financial
Statements.
_________________________
(Footnotes continued from previous page)
(6) Includes 18,000 shares of Common Stock which Mr.
Levine may acquire by exercising options granted
under the Company's Stock Option Plan.
(7) Includes 14,850 shares of Common Stock which may be
acquired by exercise of Warrants and 118,000 shares
which may be acquired by exercise of options granted
under the Company's Stock Option Plan.
(8) The Commonwealth of Pennsylvania shares were held in
a voting trust at March 2, 1995. As a result of the
voting trust, Marvin D. Kantor has total voting power
of 21.57% of the common stock. See Notes 2 and 14A
of the Notes to the Consolidated Financial Statements
herein.
III-10
<PAGE> 17
PROXY
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (1) acknowledges receipt of the 1994 Annual Report on
Form 10-K and the Notice of Annual Meeting of Stockholders of The Wendt-Bristol
Health Services Corporation (the "Company") to be held at Suite 760, Two
Nationwide Plaza, 280 North High Street, Columbus, Ohio 43215 on June 15, 1995
beginning at 11:00 a.m., Columbus time, and the Proxy Statement in connection
therewith; and (2) appoints Marvin D. Kantor and Sheldon A. Gold, and each of
them, his proxies with full power of substitution for and in the name, place and
stead of the undersigned, to vote upon and act with respect to all of the shares
of Common Stock of the Company standing in the name of the undersigned, or with
respect to which the undersigned is entitled to vote and act, at the meeting and
at any adjournment thereof.
The undersigned directs that his proxy be voted as follows:
1. ELECTION OF DIRECTORS:
/ / AUTHORITY to vote for all / / WITHHOLD AUTHORITY to vote for all
nominees listed below the nominees listed below.
(except as marked to the contrary below)
NOMINEES: Marvin D. Kantor, Harold T. Kantor, Sheldon A. Gold, Reed A.
Martin, Paul H. Levine, and Gerald M. Penn
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below.)
-------------------------------------------------------------------------
2. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
This proxy will be voted as specified above. If no specification is
made, this proxy will be voted FOR the election of Director nominees
named in item 1 above.
(Continued and to be signed on reverse side)
(Continued from other side)
The undersigned hereby revokes any proxy or proxies heretofore given to vote
or act with respect to the Common Stock of the Company and hereby ratifies and
confirms all that the proxies, their substitutes, or any of them, may lawfully
do by virtue hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, both of the proxies so
present and voting, either in person or by substitute, shall together exercise
all of the powers hereby given.
Please date, sign, and mail this proxy in the enclosed envelope. No postage
is required.
Dated:_________________, 199_
_____________________________
Signature of Stockholder
_____________________________
Signature of Stockholder
Please date this proxy and
sign your name exactly as it
appears at the left. Where
there is more than one owner,
each should sign. When
signing as an attorney,
administrator, executor,
guardian or agent, please add
your title as such. If
executed by a corporation,
the proxy should be signed by
a duly authorized officer.
