<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
Wendt-Bristol Health Services Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
The Wendt-Bristol Health Services Corporation (the "Company"), a Delaware
corporation, will be held on Friday, August 20, 1999, at 9:00 a.m., at 921
Jasonway Avenue, Columbus, Ohio for the following purposes:
(1) To elect eight (8) 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;
(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 July 12, 1999, 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
July 19, 1999
----------
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 1998 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 August 20, 1999
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
1999 to be held on Friday, August 20, 1999, at 9:00 a.m., at 921 Jasonway
Avenue, Columbus, Ohio 43214, 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, 1998 is being mailed on or about July 19, 1999 to all
stockholders of record on July 12, 1999.
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 June 30, 1999, there were
outstanding 6,041,829 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
PROPOSAL 1 OF 1
ELECTION OF DIRECTORS
At the meeting, eight (8) directors are to be elected to hold office
until the 2000 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:
<TABLE>
Name Age Current Positions with Company
---- --- ------------------------------
<S> <C> <C>
Marvin D. Kantor 70 Chairman of the Board, Director
Sheldon A. Gold 56 President, Treasurer, Chief Executive Officer,
Director, member of Audit Committee
Reed A. Martin 45 Executive Vice President, Chief Operating
Officer and Director
Gerald M. Penn 62 Vice President of Medical Affairs, Director
Harold T. Kantor 66 Vice Chairman of the Board, Director
Paul H. Levine 59 Director, member of Audit Committee
Clemente Del Ponte 48 Director
David E. Fernie 51 Director, member of Audit Committee
</TABLE>
The Board of Directors met one time in 1998, at which all members were present;
the Audit Committee did not conduct a separate meeting in 1998.
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 Mr. Levine Mr. Del
Ponte and Mr. Fernie) 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>
Name Age Current Positions with Company
---- --- ------------------------------
<S> <C> <C>
Marvin D. Kantor 70 Chairman of the Board, Director
Sheldon A. Gold 56 President, Treasurer, Chief Executive Officer
Director, member of Audit Committee
Reed A. Martin 45 Executive Vice President, Chief Operating
Officer and Director
Charles R. Cicerchi 39 Vice President of Finance, Principal Financial
and Accounting Officer
Gerald M. Penn 62 Vice President of Medical Affairs, Director
Harold T. Kantor 66 Vice Chairman of the Board, Director
Paul H. Levine 59 Director, member of Audit Committee
Clemente Del Ponte 48 Director
David E. Fernie 51 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 is a Director of
all of the Company's subsidiaries. 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.
3
<PAGE> 6
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 for the period 1990 to 1994. Since May, 1996 he has been the
Principal Financial and Accounting Officer of the Company.
Dr. Gerald M. Penn, M.D., Ph.D., was elected as a director on February
8, 1995 and became the Vice President of Medical Affairs of the Company
on January 1, 1998. He serves on the stock option committee and also
served on the audit committee through December 31, 1997. 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 and is Secretary/Treasurer of that organization.
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. and
Bio-Catalytic Enterprises, Inc.
Clemente Del Ponte was elected as a director on June 18, 1997. For a
period in excess of 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.
David E. Fernie was elected as a director of the Company on July 30,
1998 and is a member of the Audit Committee. He has been Professor of
Education at Ohio State University since 1984. Prior to that, he was
Assistant Professor at the University of Houston. He received his Ed.D
from the University of Massachusetts at Amherst, and his Bachelors
degree in political theory from Harvard College.
4
<PAGE> 7
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, 1998 and with respect to each of
whom such compensation exceeded $100,000. The Chairman of the Board,
Marvin D. Kantor, determines executive officer compensation including
his own.
<TABLE>
SUMMARY COMPENSATION TABLE
--------------------------
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
UNDERLYING
NAME AND OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY SARS (#) COMP.($)**
------------------ ---- ------ -------- ----------
<S> <C> <C> <C> <C>
Sheldon A. Gold, 1998 $ 175,384 25,000/0 $ 60,176
President and Chief 1997 160,000 * 15,532
Executive Officer 1996 150,000 50,000/0 --
Marvin D. Kantor, 1998 152,885 * 65,028
Chairman of the 1997 140,000 * 65,028
Board 1996 130,000 * 75,866
Reed A. Martin 1998 104,519 25,000/0 4,644
Executive Vice
President and Chief
Operating Officer
</TABLE>
----------
* Not applicable
**Includes life insurance premiums paid by the Company for each of
named persons (see Form 10-K Note 10). For the fiscal year ended
December 31, 1998, the amounts paid by the Company for the benefit of
each of the named person is:
<TABLE>
LIFE MEDICAL
NAME INSURANCE REIMBURSEMENT (A) TOTAL
---- --------- ----------------- -----
<S> <C> <C> <C>
Sheldon A. Gold $ 31,064 $ 29,112 $ 60,176
Marvin D. Kantor 65,028 -- 65,028
Reed A. Martin 4,644 -- 4,644
</TABLE>
(A) Payments made by the Company that, other than for delinquency, would have
been paid by the Company's medical plans.
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:
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
<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 25,000/0 8.2%/0 1.3125 10/15/03 $ 32,813
Reed A. Martin 25,000/0 8.2%/0 1.3125 10/15/03 32,813
</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 75,000/0 $ 65,625
Reed A. Martin 0 0 35,000/0 13,125
- --------------
</TABLE>
All options held by Mr. Gold and Mr. Martin were exercisable at December
31,1998. 50,000 options held by Mr. Gold and 10,000 options held by Mr. Martin
were "in-the-money". American Stock Exchange reported quotations for the Common
Stock of the Company on December 31, 1998, are: high, $1.3125; low, $1.125; and
close, $1.3125; such prices on March 1, 1999 are: high, $1.00; low, $.9375; and
close, $1.00. The exercise price of the "in-the-money" options of Mr. Gold and
Mr Martin 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, 1998, concerning split-dollar insurance
policies on the lives of the named persons in the Summary Compensation
Table (1):
<TABLE>
INITIAL FACE INSURANCE PREMIUMS
AMOUNT OF ADVANCED IN EXCESS OF
NAME OF INSURED (2) POLICY ISSUED CASH VALUE (5)
------------------- ------ ------ --------------
<S> <C> <C> <C>
Marvin D. Kantor $1,500,000 (3) 06/08/92 $ 411,000
Sheldon A. Gold 375,000 (4) 09/11/86 73,000
Reed A. Martin 375,000 (3) 06/08/92 16,000
</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 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, 1998.
(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. The Plan also
provides for a grant of additional stock options to each Director who
received an option for 10,000 shares of Common Stock ("the Initial
Option"), 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 the Second Amendment of the Stock
Option Plan, on each fifth anniversary of receiving the initial 10,000
stock option, such Non-Employee director will receive an option for
10,000 shares instead of 1,000 shares. Each of the stock options set
forth in the chart below are exercisable commencing on the date of
grant and ending on the fifth anniversary of such date. None of the
options set forth in the chart below have been exercised. All of the
options are subject to anti-dilution provisions. The following table
illustrates the options issued as discussed above.
<TABLE>
DATE OF SHARES SUBJECT OPTION
NON-EMPLOYEE DIRECTOR GRANT TO OPTION PRICE
- --------------------- ----- --------- -----
<S> <C> <C> <C>
Paul H. Levine 07/11/94 1,000 $0.6875
Paul H. Levine 07/11/95 1,000 0.4375
Paul H. Levine 07/11/96 1,000 0.875
Paul H. Levine 07/11/97 1,000 1.1875
Paul H. Levine 07/30/98 10,000 1.375
Gerald M. Penn 02/01/95 10,000 0.375
Gerald M. Penn 02/01/96 1,000 0.375
Gerald M. Penn 02/01/97 1,000 1.435
Gerald M. Penn 02/01/98 1,000 1.25
Clemente Del Ponte 10/16/98 10,000 1.3125
</TABLE>
8
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below presents as of June 30, 1999, 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>
AMOUNT AND NATURE AND PERCENT
TITLE OF CLASS NAME BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- -------------- ---- ------------------------ ------------
<S> <C> <C> <C>
Common Stock Marvin D. Kantor 895,820 14.23%
Two Nationwide Plaza
Suite 760
Columbus, Ohio 43215
Common Stock Harold T. Kantor 297,475 (3) 4.73%
Common Stock Sheldon A. Gold 117,625 (4) 1.87%
Common Stock Reed A. Martin 40,024 (5) -
Common Stock Charles R. Cicerchi 30,675 (6) -
Common Stock Paul H. Levine 14,500 (7) -
Common Stock Dr. Gerald M. Penn 21,000 (8) -
Common Stock Clemente Del Ponte 668,200 (9) 10.62%
Dollard House
Wellington Quay
Dublin 2 Ireland
Common Stock David E. Fernie 200 -
Common Stock All Directors and 2,085,519 (10) 33.14%
Executive Officers
As a Group
(9 persons)
Common Stock Gerald F. Schroer 413,800 (11) 6.57%
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 (10)
below). Except otherwise indicated, shares owned by the
individuals named represent less than 1% of the outstanding
shares of Common Stock of the Company.
----------
(Footnotes continued on following page)
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 1998 was $796,561; 1997 was
$799,718; 1996 was $809,435;. During April 1999, the Company revised,
effective January 1, 1999, all obligations due from MHK into a single
promissory note ($790,600 at December 31, 1998) providing for monthly
payments effective of $9,180, including interest at 7% per annum.
Through February 28, 1999, interest of $7,000 had been received,
leaving a principal balance of $790,600 an accrued interest of $2,200.
The April 1999 revision of the obligations includes a commitment to
achieve a current status by the end of 1999. Also, the Company has
received additional collateral and a commitment from one of the
principals, a Company officer and director, to provide personal
payments of $3,000 per month toward the MHK obligation. Interest at 9%
totaling $20,000, $68,328 and $61,823 has been charged through December
31, 1998, 1997 and 1996 respectively.
A significant portion of this indebtedness arose, effective January 1,
1995 when 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. The
remainder of the debt is attributable to loans made to MHK Corp. for
accrued interest and working capital in 1995 and 1996. Collateral for
indebtedness includes the operating assets of MHK Corp. and additional
commercial real estate property owned by the Kantors in Dayton, Ohio
(see Form 10-K Note 11B).
The President and CEO of the Company, Mr. Sheldon Gold, has incurred
borrowings from the Company. The largest amount of such indebtedness
outstanding in 1998 was $213,000; 1997 was $243,412; and 1996 was
$243,412;. On February 28, 1999, the amount of such indebtedness was
$196,600. 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, in the form of stock in the Company
and a residential mortgage. The loan is evidenced by a promissory note
providing for minimum annual payments of $15,000,as amended (see Form
10-K Note 10C).
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. A subsidiary of W-B is the general partner of
Wendt-Bristol Diagnostics Company L.P.
----------
(Footnotes continued form previous Page)
(3) Includes 75,000 shares which Mr. Kantor may acquire by
exercising options granted to him under the Company's Stock
Option Plan.
(4) Includes 75,000 shares of Common Stock which Mr. Gold may
acquire by exercising options granted to him under the
Company's Stock Option Plan.
(5) Includes 35,000 shares of Common Stock which Mr. Martin may
acquire by exercising options granted to him under the
Company's Stock Option Plan.
(6) Includes 30,000 shares of Common Stock which Mr. Cicerchi may
acquire by exercising options granted under the Company's
Stock Option Plan.
10
<PAGE> 13
(Footnotes continued from previous page)
(7) Includes 14,000 shares of Common Stock which Mr. Levine may
acquire by exercising options granted under the Company's
Stock Option Plan.
(8) Includes 13,000 shares of Common Stock which Dr. Penn may
acquire by exercising options granted under the Company's
Stock Option Plan.
(9) Includes 10,000 shares of Common Stock which Mr. Del Ponte may
acquire by exercising options granted to him under the
Company's Stock Option Plan. The remainder of the shares are
in the record name of McBridge Advisory, Ltd. of which Mr. Del
Ponte is the managing director of said company.
(10) Includes 252,000 shares which may be acquired by exercise of
options granted under the Company's Stock Option Plan.
(11) Pursuant to a July 6, 1998 letter received from Mr. Schroer.
--------------------
11
<PAGE> 14
PERFORMANCE GRAPHS
This chart graphs the Company's performance in the form of cumulative total
return to shareholders from December 31, 1993 until December 31, 1998 in
comparison to Standard and Poor's 500 and Standard and Poor's 500 Healthcare
Composite index.
[PERFORMANCE GRAPH]
<TABLE>
ANNUAL RETURN PERCENTAGE
YEARS ENDING
------------------------------------------
COMPANY/INDEX DEC 94 DEC 95 DEC 96 DEC 97 DEC 98
- ------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Wendt-Bristol Health Svc Corp (41.73) 28.60 166.90 (16.67) 4.96
Health Care - 500 13.12 57.85 20.75 43.72 44.22
S & P 500 Index 1.32 37.58 22.96 33.36 28.58
</TABLE>
<TABLE>
INDEXED RETURNS
YEARS ENDING
----------------------------------------------------
BASE
PERIOD
COMPANY/INDEX DEC 93 DEC 94 DEC 95 DEC 96 DEC 97 DEC 98
- ------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Wendt-Bristol Health
Svc Corp 100 58.27 74.93 200.00 166.67 174.93
Health Care - 500 100 113.12 178.55 215.61 309.86 446.87
S & P 500 Index 100 101.32 139.40 171.40 228.59 293.91
</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, 2000. 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
July 19, 1999
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 1998 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 921 Jasonway Avenue,
Columbus, Ohio 43214 on August 20, 1999 beginning at 9:00 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.
<TABLE>
<S> <C> <C>
The undersigned directs that his proxy be voted as
follows:
1. ELECTION OF DIRECTORS:
[ ] AUTHORITY to vote for all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all the nominees listed
(except as marked to the contrary below) below.
NOMINEES: Marvin D. Kantor, Harold T. Kantor, Sheldon A. Gold, Reed A. Martin, Paul H. Levine, Gerald M. Penn,
Clemente Del Ponte, and David E. Fernie
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the line
provided below.)
----------------------------------------------------------------------------------------------------------------
</TABLE>
(Continued and to be signed on reverse side)
(Continued from other side)
<TABLE>
<S> <C> <C>
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.
</TABLE>
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.
