<PAGE> 1
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders of
The Wendt-Bristol Health Services Corporation (the "Company"), a Delaware
corporation, will be held on Thursday, June 27, 1996, 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 May 20, 1996, 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 28, 1996
__________________________________
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 1995 ANNUAL REPORT ON FORM 10-K IS
ENCLOSED HEREWITH.
<PAGE> 2
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
PROXY STATEMENT
for the
ANNUAL MEETING OF STOCKHOLDERS
To be Held June 27, 1996
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
1996 to be held on Thursday, June 27, 1996, 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, 1995 is being mailed on or about May 28, 1996 to all
stockholders of record on May 20, 1996.
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 May 20, 1996, the record date
for the meeting, there were outstanding 5,736,020 shares of Common Stock.
Under Delaware law and the Company's Bylaws, the aggregate number of
votes entitled to be cast by all stockholders present in person or represented
by proxy at the meeting, whether those stockholders vote for, against or
abstain from voting on any matter, will be counted for purposes of determining
the minimum number of affirmative votes required for approval of such matters,
and the total number of votes cast for each of these matters will be counted
for purposes of determining whether sufficient affirmative votes have been
cast. Abstentions and withheld votes with respect to any matter will have the
same legal effect as a vote against the matter.
1
<PAGE> 3
ELECTION OF DIRECTORS
At the meeting, six (6) directors are to be elected to hold office
until the 1997 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 67 Chairman of the Board, Director
Sheldon A. Gold 53 President, Treasurer, Chief Executive
Officer, Chief Financial and Accounting
Officer, Director, member of Audit
Committee
Reed A. Martin 42 Executive Vice President, Chief Operating
Officer and Director
Harold T. Kantor 62 Vice Chairman of the Board, Director
Paul H. Levine 55 Director, member of Audit Committee
Gerald M. Penn 58 Director, member of Audit Committee
</TABLE>
The Board of Directors and Audit Committee met one time in 1995.
The Audit Committee's responsibilities include reviewing the Company's audit
procedures and policies, reviewing potential conflicts of interest, monitoring
internal controls and financial reporting, selecting the Company's independent
accountants and making recommendations concerning these matters to the Board of
Directors.
2
<PAGE> 4
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 67 Chairman of the Board, Director
Sheldon A. Gold 53 President, Treasurer, Chief Executive Officer
Chief Financial and Accounting Officer,
Director, member of Audit Committee
Reed A. Martin 42 Executive Vice President, Chief Operating
Officer and Director
Harold T. Kantor 62 Vice Chairman of the Board, Director
Paul H. Levine 55 Director, member of Audit Committee
Gerald M. Penn 58 Director, member of Audit Committee
Charles R. Cicerchi 36 Vice President of Finance
</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 The Wendt-Bristol Company (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.
3
<PAGE> 5
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 as brother of Marvin D. Kantor.
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 and serves on the audit and stock option committees. Dr. Penn
specializes in pathology, hematology and immunopathology. He had been
the medical director of Grant Medical Center's Department of
Laboratory Medicine and has served many professional societies and
boards including his current position as secretary-treasurer of The
Academy of Medicine of Columbus and Franklin County.
Charles R. Cicerchi is a certified public accountant and has been Vice
President of Finance since joining the Company in September, 1994.
Prior thereto, he was Controller of Speer Industries, a mechanical
contractor, where he was responsible for all accounting and treasury
functions from the period 1990 to 1994.
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, 1995 and with respect each of whom
such compensation exceeded $100,000.
4
<PAGE> 6
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
UNDERLYING
OPTIONS/
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY SARS (#) COMP.($)**
------------------ ---- ------ -------- ----------
<S> <C> <C> <C> <C>
Sheldon A. Gold 1995 $ 140,000 * $ -
President, Chief 1994 140,000 * -
Executive Officer, 1993 136,192 * 11,649
Treasurer, and
Chief Financial and
Accounting Officer
Marvin D. Kantor 1995 127,404 * 65,028
Chairman of the 1994 127,404 * 59,609
Board 1993 125,000 * 59,609
Harold T. Kantor 1995 50,000 * 20,755
Vice Chairman of 1994 110,000 * 22,513
the Board 1193 110,000 25,000 16,947
<FN>
______________________
* Not applicable
**Includes life insurance premiums paid by the Company for each of
named persons (see Form 10-K Note 11). For the fiscal year ended
December 31, 1995, the amounts paid by the Company for each of the
named is:
</TABLE>
<TABLE>
<CAPTION>
LIFE
NAME INSURANCE
---- ---------
<S> <C>
Marvin D. Kantor $ 65,028
Harold T. Kantor 20,755
</TABLE>
5
<PAGE> 7
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:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
INDIVIDUAL GRANTS
-----------------
<TABLE>
<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>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------
<TABLE>
<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>
Harold T. Kantor 0 0 25,000/0 0/0
- -------------------
<FN>
All options held by Mr. Harold T. Kantor were exercisable at December 31,1995.
None were "in-the-money". American Stock Exchange reported quotations for the
Common Stock of the Company on December 29, 1995, are: high, $.5625; low,
$.4375; and close, $.5625; such prices on April 2, 1996 are: high, $.625; low,
$.5625; and close, $.5625. 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>
6
<PAGE> 8
SPLIT-DOLLAR INSURANCE POLICIES. The following table sets forth
information as of December 31, 1995, concerning split-dollar insurance
policies on the lives of the named persons in the Summary Compensation
Table (1):
<TABLE>
<CAPTION>
INITIAL FACE INSURANCE PREMIUMS
AMOUNT OF ADVANCED IN EXCESS OF
NAME OF INSURED (2) POLICY ISSUED CASH VALUE (5)
------------------- ------ ------ --------------
<S> <C> <C> <C> <C> <C>
Marvin D. Kantor $ 1,500,000 (3) 06/08/92 $ 414,000
Sheldon A. Gold 375,000 (4) 09/11/86 62,000
Harold T. Kantor 350,000 (3) 04/28/92 86,000 (6)
Harold T. Kantor 150,000 (3) 06/28/93 -
</TABLE>
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.
Additionally, the insureds/officers of the Company have accepted
personal responsibility for these amounts to the extent that they are
not recovered through the respective policies. The Company has
represented its intention and obligation to maintain the policies.
The individuals have enhanced the realization of these receivables by
pledging a portion of their common stock ownership in the Company.
______________________________
(1) See footnote to the Summary Compensation Table for information
respecting Company premium payments for the fiscal year ended
December 31, 1995.
(2) The beneficiaries of all policies are the spouses or children
of the insured.
(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.
(5) Represents monies advanced by the Company in excess of cash
value available in the policies.
(6) Represents monies advanced for both policies held in excess of
cash value available in the policies.
______________________________
7
<PAGE> 9
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.
In addition, Non-Employee Directors have been granted stock options
under the Plan (see "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 foregoing
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. Dr. Gerald M. Penn was elected as a director in February,
1995 and was granted options on February 1, 1995 to purchase up to an
aggregate of 10,000 shares, subject to anti-dilution provisions, at a
price of $.375 per share. 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 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
anti-dilution 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
anti-dilution provisions; Messr. Levine received July 11, 1995,
options to purchase an aggregate of 1,000 shares of common stock of
the Company at a price of $.4375 per share, subject to anti-dilution
provisions; Dr. Penn received on February 1, 1996, options to
purchase an aggregate of 1,000 shares of common stock of the Company
at a price of $.375 per share, subject to anti-dilution 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.
8
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below presents as of April 2, 1996, certain information (1)
with respect to any person (including any "group" as the 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE AND PERCENT
TITLE OF CLASS NAME BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- -------------- ---- ------------------------ ------------
<S> <C> <C> <C>
Common Stock Marvin D. Kantor 855,320 14.67%
Two Nationwide Plaza
Suite 760
Columbus, Ohio 43215
Common Stock Harold T. Kantor 247,475 (3) 4.24%
Common Stock Sheldon A. Gold 56,375 (4) -
Common Stock Reed A. Martin 30,064 (5) -
Common Stock Paul H. Levine 19,500 (6) -
Common Stock Dr. Gerald M. Penn 14,000 (7) -
Common Stock All Directors and 1,222,734 (8) 20.97%
Executive Officers
As a Group
(6 persons)
<FN>
___________________________________
(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 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.
______________________________
(Footnotes continued on following page)
</TABLE>
9
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MHK Corp., of which Marvin D. Kantor and 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 1995
was $773,638; 1994 was $121,818; and 1993 was $94,400. On April
15,1996, the amount of such indebtedness, exclusive of interest,
outstanding was $731,800. Interest at 9% totaling $51,745 has been
charged, through December 31,1995, on indebtedness outstanding
totaling $574,949. (See Form 10-K Note 11B).
Effective January 1, 1995, the Company sold the operating assets of a
subsidiary's retail liquor store and two lounges in Florida MHK Corp.
The purchase price was equivalent to the net book value of the net
assets which totaled $574,949 as adjusted for certain 1995
transactions. A promissory note bears interest at 9%. Additional
advances were made in 1995 and 1996. (See Form 10-K Note 11B)
The President and CEO of the Company has incurred indebtedness to the
Company. The largest amount of such indebtedness outstanding in 1995
was $204,975; 1994 was $146,454; and 1993 was $102,754. No interest
is paid or charged on such indebtedness. The President/CEO has
granted collateral to the Company to enhance the realization of the
indebtedness.
Pursuant to a ten-year lease entered into in 1985, the Company leased
a warehouse facility from the Kantors. 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 continued to be payable by the Company; however,
approximately $24,000 of the amount due annually applied against the
amount due the Company from MHK Corp. The Company also collected
annually approximately $18,500, through 1995 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. In January 1996, the officers sold a portion of the
property and terminated the lease with the Company. The remaining
parcel is pledged as additional collateral toward a note due the
Company from the sale of the liquor operations (see Form 10-K Note
11B).
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 also Form 10-K Note 11
[FN]
______________________________
(Footnotes continued from previous page)
(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)
10
<PAGE> 12
[FN]
______________________________
(Footnotes continued from previous page)
(6) Includes 19,000 shares of Common Stock which Mr. Levine may
acquire by exercising options granted under the Company's
Stock Option Plan.
(7) Includes 11,000 shares of Common Stock which Dr. Penn may
acquire by exercising options granted under the Company's
Stock Option Plan.
(8) Includes 14,850 shares of Common Stock which may be acquired
by exercise of Warrants and 80,000 shares which may be
acquired by exercise of options granted under the Company's
Stock Option Plan.
11
<PAGE> 13
PERFORMANCE GRAPHS
This chart graphs the Company's performance in the form of cumulative total
return to shareholders from December 31, 1990 until December 31, 1995 in
comparison to Standard and Poor's 500 and Standard and Poor's 500 Healthcare
Composite index.
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
-------------------------
Dividends Reinvested
--------------------
INDEXED RETURNS
Base Years Ending
Period
Company/Index Dec '90 Dec '91 Dec '92 Dec '93 Dec '94 Dec '95
=============================================================================================================
<S> <C> <C> <C> <C> <C> <C>
WENDT-BRISTOL HEALTH SERVICES CORP 100 133.33 88.89 66.67 38.84 49.96
S & P 500 INDEX 100 130.47 140.41 154.56 156.60 215.45
S & P HEALTH CARE COMPOSITE 100 154.01 128.92 118.09 133.58 210.85
<FN>
____________________________
Prepared by Standard & Poor's Compustat
</TABLE>
12
<PAGE> 14
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 25, 1997. 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 28, 1996
13
<PAGE> 15
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 1995 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 27, 1996
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.)
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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.
