<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
WENDT-BRISTOL HEALTH SERVICES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(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 (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> 2
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
The Wendt-Bristol Health Services Corporation (the "Company"), a Delaware
corporation, will be held on Wednesday, June 18, 1997, at 11:00 a.m., at Suite
760, Two Nationwide Plaza, 280 North High Street, Columbus, Ohio for the
following purposes:
(1) To elect seven (7) 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 8, 1997, 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 by 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 16, 1997
--------------------
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 1996 ANNUAL REPORT ON 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 18, 1997
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
1997 to be held on Wednesday, June 18, 1997, 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, 1996 is being mailed on or about May 16, 1997 to all
stockholders of record on May 8, 1997.
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 8, 1997, the record date
for the meeting, there were outstanding 6,247,326 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> 4
ELECTION OF DIRECTORS
The Board of Directors has voted to increase in number from six to
seven members effective with this 1997 Annual Meeting. Therefore, seven (7)
directors are to be elected at the meeting to hold office until the 1998 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, except for Clemente Del Ponte, for
election as directors of the Company:
<TABLE>
<CAPTION>
NAME AGE CURRENT POSITIONS WITH COMPANY
---- --- ------------------------------
<S> <C> <C>
Marvin D. Kantor 68 Chairman of the Board, Director
Sheldon A. Gold 54 President, Treasurer, Chief Executive Officer,
Director, member of Audit Committee
Reed A. Martin 43 Executive Vice President, Chief Operating
Officer and Director
Harold T. Kantor 64 Vice Chairman of the Board, Director
Paul H. Levine 56 Director, member of Audit Committee
Gerald M. Penn 59 Director, member of Audit Committee
Clemente Del Ponte 46 Nominee as a Director
</TABLE>
The Board of Directors and Audit Committee met one time in 1996, at which all
members were present.
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> 5
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, Mr.
Levine and Mr. Del Ponte) 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 68 Chairman of the Board, Director
Sheldon A. Gold 54 President, Treasurer, Chief Executive Officer
Director, member of Audit Committee
Reed A. Martin 43 Executive Vice President, Chief Operating
Officer and Director
Charles R. Cicerchi 37 Vice President of Finance, Principal Financial
and Accounting Officer
Harold T. Kantor 64 Vice Chairman of the Board, Director
Paul H. Levine 56 Director, member of Audit Committee
Gerald M. Penn 59 Director, member of Audit Committee
Clemente Del Ponte 46 Nominee as a Director
</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. 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 until May, 1996. 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, and Chief Financial and Accounting Officer of W-B
from 1979 through May, 1996.
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. Mr. Martin is a son-in-law of Marvin D. Kantor.
Charles R. Cicerchi is a certified public accountant and has been Vice
President of Finance since joining the Company in September, 1994.
Since May, 1996 he has been the Principal Financial and Accounting
Officer of the Company. Prior thereto, he was Controller of Speer
Industries, a mechanical contractor, where he was responsible for all
accounting and treasury functions for the period 1990 to 1994.
3
<PAGE> 6
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. He is a brother of Marvin D. Kantor.
Paul H. Levine has been a Director since January, 1990 and serves on
the audit and stock option committee. He is President of Nichols and
Levine Asset Management, Inc., 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
was previously Chairman and Medical Director of the Department of
Pathology at Grant Medical Center 1981-1996. Educated at The Ohio
State University, Doctor Penn received his medical degree from the
College of Medicine and a doctoral degree in biochemistry. He
completed a pathology residency at University Hospital and
postgraduate training at The Rockefeller University, New York, NY. He
is board certified in clinical and anatomical pathology,
immunopathology and hematopathology. He serves on the Board of
Trustees of the Columbus Medical Association Foundation, the Health
Coalition of Central Ohio and the editorial board of the American
Association of Laboratory Immunology.
Clemente Del Ponte has been nominated to serve as a director of the
Company. For the past five years he has been the managing director of
McBridge Advisory, Ltd., an import/export consulting agency. Prior
thereto, he was an independent consulting agent. Mr. Del Ponte resides
in Lugano, Switzerland.
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, 1996 and with respect each of whom
such compensation exceeded $100,000.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
UNDERLYING
NAME AND OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY SARS (#) COMP.($)**
- ------------------ ---- ------ -------- ----------
<S> <C> <C> <C> <C>
Sheldon A. Gold 1996 $ 150,000 50,000/0 $ -
President and Chief 1995 140,000 * -
Executive Officer 1994 140,000 * -
Marvin D. Kantor 1996 130,000 * 75,866
Chairman of the 1995 127,404 * 65,028
Board 1994 127,404 * 59,609
</TABLE>
- ----------------
* 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, 1996, the amounts paid by the Company for each of the
named is:
<TABLE>
<CAPTION>
LIFE
NAME INSURANCE
- ---- ---------
<S> <C>
Marvin D. Kantor $ 75,866
</TABLE>
5
<PAGE> 8
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
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
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> <C> <C> <C> <C>
Sheldon A. Gold 50,000/0 38.5%/0 .875 5/23/01 $ 43,750
</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>
Sheldon A. Gold 0 0 50,000/0 $ 75,000/0
</TABLE>
- ---------------
All options held by Mr. Sheldon A. Gold were exercisable at December 31,1996.
All were "in-the-money". American Stock Exchange reported quotations for the
Common Stock of the Company on December 31, 1996, are: high, $1.50; low, $1.50;
and close, $1.50; such prices on April 30, 1997 are: high, $1.1875; low,
$1.1875; and close, $1.1875. The exercise price of each of the options of Mr.
Sheldon A. Gold is $.875 and the options expire on May 23, 2001.
6
<PAGE> 9
SPLIT-DOLLAR INSURANCE POLICIES. The following table sets forth
information as of December 31, 1996, 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>
Marvin D. Kantor $1,500,000 (3) 06/08/92 $ 414,000
Sheldon A. Gold 375,000 (4) 09/11/86 62,000
</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.
The Company has represented its intention and obligation to maintain
the policies. The individuals have pledged a portion of their common
stock ownership in the Company as collateral for the payment of future
premiums on the split dollar policies.
- --------------
(1) See footnote to the Summary Compensation Table for
information respecting Company premium payments for the
fiscal year ended December 31, 1996.
(2) The beneficiaries of all policies are the spouses of the
insured.
(3) The policy is an increasing death benefit policy (through use
of dividends) and has 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.
7
<PAGE> 10
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 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. Mr.
Levine was granted options on May 13, 1992, to purchase up to an aggregate of
5,000 shares of the Common Stock of the Company 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, Mr. 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; 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; he 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; he 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 and he received on July 11, 1996, options to purchase
an aggregate of 1,000 shares of common stock of the Company at a price of $.875
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 and
he received on February 1, 1997, options to purchase an aggregate of 1,000
shares of common stock of the Company at a price of $1.4375, 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 have been exercised.
8
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below presents as of April 30, 1997, 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 866,120 13.55%
Two Nationwide Plaza
Suite 760
Columbus, Ohio 43215
Common Stock Harold T. Kantor 247,475 (3) 3.87%
Common Stock Sheldon A. Gold 106,375 (4) 1.66%
Common Stock Reed A. Martin 40,351 (5) -
Common Stock Paul H. Levine 10,500 (6) -
Common Stock Dr. Gerald M. Penn 15,000 (7) -
Common Stock All Directors and 1,285,534 (8) 20.14%
Executive Officers
As a Group
(6 persons)
Common Stock McBridge Advisory, Ltd. 655,200 (9) 10.25%
Dollard House
Wellington Quay
Dublin 2 Ireland
Common Stock Gerald F. Schroer 389,800 6.10%
25109 Detroit Road
Westlake, Ohio 44145
</TABLE>
- -------------------
(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.
9
<PAGE> 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MHK Corp., of which Marvin D. Kantor and Harold T. Kantor are the sole
shareholders, has incurred indebtedness to the Company. The largest
amount of such indebtedness outstanding in 1996 was $809,435; 1995 was
$773,638; and 1994 was $121,818. On March 1, 1997, the amount of such
indebtedness, exclusive of interest, outstanding was $794,776.
Interest at 9% totaling $61,823 has been charged, through December 31,
1996. (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 to 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 1996
was $243,412; 1995 was $204,975; and 1994 was $146,454. 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, which is evidenced by a promissory note providing for
minimum annual payments of $25,000. (See Form 10-K Note 11C).
Pursuant to a ten-year lease entered into in 1985, the Company leased
a warehouse facility from the Kantors. Effective May 1, 1995, 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 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 are 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.
-------------------
(3) Includes 25,000 shares which Mr. Kantor may acquire by
exercising options granted to him under the Company's Stock
Option Plan.
(Footnotes continued on following page)
10
<PAGE> 13
--------------
(Footnotes continued from previous page)
(4) Includes 13,750 shares of Common Stock which Mr. Gold may
acquire by exercising Warrants and 50,000 shares of common
stock which Mr. Gold 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 35,000 shares of Common
Stock which he may acquire by exercising options granted to
him under the Company's Stock Option Plan.
(6) Includes 10,000 shares of Common Stock which Mr. Levine may
acquire by exercising options granted under the Company's
Stock Option Plan.
(7) Includes 12,000 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 132,000 shares which may be
acquired by exercise of options granted under the Company's
Stock Option Plan. In the event that Mr. Del Ponte is elected
a Director, the total shares of common stock beneficially
owned by all Directors and Executive Officers would increase
to 1,940,734 or 30.39%.
(9) Mr. Del Ponte is the sole director, officer, and controlling
owner of McBridge Advisory Ltd.
---------------
11
<PAGE> 14
PERFORMANCE GRAPHS
This chart graphs the Company's performance in the form of cumulative total
return to shareholders from December 31, 1991 until December 31, 1996 in
comparison to Standard and Poor's 500 and Standard and Poor's 500 Healthcare
Composite index.
TOTAL SHAREHOLDER RETURNS
-------------------------
(DIVIDENDS REINVESTED)
<TABLE>
<CAPTION>
INDEXED RETURNS
BASE YEARS ENDING
PERIOD
COMPANY/INDEX DEC91 DEC92 DEC93 DEC94 DEC95 DEC96
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WENDT-BRISTOL HEALTH SVC C 100 66.67 50.00 29.13 37.47 100.00
S&P 500 INDEX 100 107.62 118.48 120.03 165.13 203.05
HEALTH CARE-500 100 83.71 76.67 86.73 136.90 165.31
</TABLE>
12
<PAGE> 15
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, 1998. 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 16, 1997
13
<PAGE> 16
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 1996 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 18, 1997
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, Gerald M. Penn, and Clemente Del Ponte
(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.
