THE WESTWOOD GROUP, INC.
190 Veterans of Foreign Wars Parkway
Revere, Massachusetts 02151
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 7, 1997
------------------
To the Stockholders of
The Westwood Group, Inc.
Notice Is Hereby Given that the Annual Meeting of the Stockholders of The
Westwood Group, Inc. (the "Company") will be held at the Clubhouse Dining Room,
Wonderland Greyhound Park, 190 Veterans of Foreign Wars Parkway, Revere,
Massachusetts, on October 7, 1997 at 10:00 a.m., local time (the "Annual
Meeting"), for the following purposes, all of which are more completely set
forth in the accompanying proxy statement:
1. To elect one (1) Director by vote of holders of Common Stock and
Class B Common Stock, voting together, such Director to serve for a two (2)
year term.
2. To elect one (1) Director by vote of holders of Common Stock,
voting as a separate class, such Director to serve for a three (3) year
term.
3. To transact any other business that may properly come before the
Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on August 29, 1997
as the record date for determination of stockholders entitled to vote at the
Annual Meeting. The stock transfer books of the Company will not be closed.
Whether or not you intend to be present at the Annual Meeting, please fill
out, date and sign the enclosed proxy and return it promptly in the enclosed
envelope.
By Order of the Board of Directors
RICHARD P. DALTON
President
Approximate date of mailing to Stockholders:
September 10, 1997
IMPORTANT
You are earnestly requested to fill out, date, sign and mail promptly the
enclosed proxy so that your shares may be voted in accordance with your wishes
and in order that the presence of a quorum may be assured. a postage-paid
envelope is provided for mailing in the United States. You are entitled to
revoke your proxy at any time before it is exercised by written notice to the
Secretary of the Company, by submission of another proxy bearing a later date or
by voting in person at the meeting.
<PAGE>
THE WESTWOOD GROUP, INC.
190 Veterans of Foreign Wars Parkway
Revere, Massachusetts 02151
---------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 7, 1997
Approximate date of mailing to Stockholders:
September 10, 1997
------------------
This Proxy Statement is furnished to the stockholders of The Westwood
Group, Inc. (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at the Clubhouse Dining Room,
Wonderland Greyhound Park, 190 Veterans of Foreign Wars Parkway, Revere,
Massachusetts on October 7, 1997 at 10:00 a.m., local time, and at all
adjournments thereof, for the purposes set forth in the attached Notice of
Annual Meeting. Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before it is exercised, by written notice to
the Secretary of the Company, by submission of another proxy bearing a later
date or by voting in person at the Annual Meeting. Such revocation will not
affect any votes taken prior thereto. The mere presence at the Annual Meeting of
the person appointing a proxy does not revoke the appointment.
The holders of a majority in interest of all Common Stock and Class B
Common Stock issued, outstanding and entitled to vote are required to be present
in person or represented by proxy at the Annual Meeting in order to constitute a
quorum for the transaction of business. Abstentions and "non-votes" are counted
as present in determining whether the quorum requirement is satisfied.
Abstentions and "non-votes" have the same effect as votes against proposals
presented to stockholders other than election of directors.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on August 29, 1997
are entitled to vote at the Annual Meeting. As of August 29, 1997, the Company
had outstanding and entitled to vote 343,210 shares of Common Stock, par value
$.01 per share ("Common Stock"), and 912,015 shares of Class B Common Stock, par
value $.01 per share ("Class B Common Stock"). Each outstanding share of Common
Stock entitles the record holder to one vote and each outstanding share of Class
B Common Stock entitles the record holder to ten votes.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation (the "Certificate") provides
that the Board of Directors shall be divided into three classes, as nearly equal
in number as possible. The Certificate further provides that, at each annual
meeting of stockholders, one class of directors shall be elected to serve a term
of office to expire at the third succeeding annual meeting of stockholders. Due
to the expiration of the terms of one of the current directors of the Company,
at the Annual Meeting, one (1) director is to be elected in the class serving
until the second succeeding annual meeting following his election and until his
successor is elected and qualified and one (1) director is to be elected in the
class serving until the third succeeding annual meeting following his election
and until his successor is elected and qualified.
<PAGE>
The Certificate also provides that, at each annual meeting of
stockholders, the holders of Common Stock, voting as a separate class, are
entitled to elect as directors that number of persons which, when added to the
number of directors previously elected by the holders of Common Stock voting as
a separate class who are to serve after such meeting, would constitute 25% of
the total number of directors to serve after such meeting, provided that at any
such annual meeting the holders of Common Stock are entitled to elect at least
one person as a director but not more than one-half of the members of the Board
of Directors to be elected at such annual meeting. Holders of Common Stock and
holders of Class B Common Stock, voting together as a single class, are entitled
to elect the remaining directors, with each share of Common Stock entitled to
one (1) vote and each share of Class B Common Stock entitled to ten (10) votes.
Directors are elected by a plurality of the votes cast by the holders of Common
stock and Class B Common Stock entitled to vote.
The Board of Directors has adopted a resolution to fix the number of
directors constituting the Board at four effective as of the Annual Meeting in
accordance with the by-laws of the Company and has nominated (i) Richard P.
Dalton to serve as the director elected by the holders of Common Stock, voting
as a separate class, for a term of three (3) years, and (ii) A. Paul Sarkis to
serve as the director elected by the holders of Common Stock and Class B Common
Stock, voting together, for a term of two (2) years. It is the intention of the
persons authorized by the enclosed proxy unless authority to do so is withheld,
to vote to elect Mr. Dalton as director serving until the third succeeding
annual meeting following his election and until his successor is elected and
qualified and to elect Mr. Paul Sarkis as director serving until the second
succeeding annual meeting following his election and until his successor is duly
elected and qualified. All of the nominees are current directors of the Company.
In the unforeseen event that any of the nominees should become unable or
unwilling to serve as a director, the persons authorized by the enclosed proxy
intend to vote for such substitute nominee as the Board of Directors may
designate, or in the absence of such designation, in accordance with the best
judgment of the person or persons acting under the proxy.
The following table sets forth certain information concerning the
nominees for election at the Annual Meeting and the other directors of the
Company continuing in office. Unless otherwise indicated, titles or positions of
an individual in the table refer to the individual's title or position with the
Company.
Director
Name and Age Since Principal Occupation
- ------------ ----- --------------------
Directors Standing For Election
Nominated for a term ending in 2000:
Richard P. Dalton (50) 1987 President and Chief Executive Officer since
1993; Executive Vice President from 1988
to 1992; Chief Operating Officer from
1989 to 1992; Chief Financial officer
from 1988 to 1989; Vice President from
1984 to 1987; Treasurer from 1974 to
1989. Director of Back Bay Restaurant
Group, Inc.
Nominated for a term ending in 1999:
A. Paul Sarkis (29) 1995 Executive Vice President since August, 1995;
Corporate Director of Development from
1993 to 1995; Financial Analyst from
1991 to 1993.
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<PAGE>
Director
Name and Age Since Principal Occupation
- ------------ ----- --------------------
Directors Continuing in Office
Serving a term ending in 1998:
Paul J. DiMare (55) 1982 President of Paul J. DiMare Management
Corp. (agricultural management and
marketing) and DiMare Homestead, Inc.
(agricultural processing and
packaging) for more than the past
five years. Director of First
National Bank, Homestead, Florida.
Charles F. Sarkis (57) 1978 Chairman of the Board since 1978; Chief
Executive Officer from 1978 to 1992;
President from 1984 to 1992. Chairman
of the Board, President and Chief
Executive Officer of Back Bay
Restaurant Group, Inc. (a restaurant
holding company), formerly a
wholly-owned subsidiary of the
Company, for more than five years.
Chief Executive Officer of Sarkis
Management Corporation (restaurant
management).
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company held three meetings by unanimous
written consent during the fiscal year ended December 31, 1996.
The Board of Directors has two standing committees, the Audit Committee
and the Compensation Committee. The board does not have a nominating committee.
During 1996, the Audit Committee was comprised of Jon M. Baker and Paul J.
DiMare and the Compensation Committee was comprised of Jon M. Baker and Paul J.
DiMare. Paul DiMare is a non-employee director and Jon M. Baker was a
non-employee director until his resignation as a director in December, 1996.
The Audit Committee reviews with the Company's independent accountants
the scope of the audit for the year, the results of the audit when completed and
the fees for the services performed. The Audit Committee also recommends
independent accountants to the Board of Directors and reviews with management
various matters relating to internal accounting controls. During the year ended
December 31, 1996, the Audit Committee held no separate meetings.
The Compensation Committee determines and approves compensation and
bonuses to be paid to executive officers of the Company. The Compensation
Committee also administers any stock option, grant or bonus plans of the
Company. During the year ended December 31, 1996, the Compensation Committee
held no separate meetings.
A. Paul Sarkis, currently an Executive Vice President of the Company and
a nominee for director of the Company, is the son of Charles F. Sarkis, the
Chairman of the Board of Directors. All of the directors and executive officers
are citizens of the United States. There are no arrangements or understandings
between any of the directors or executive officers of the Company and any other
person pursuant to which such director or executive officer was or will be
selected as a director or officer of the Company. Each of the executive officers
of the Company holds office at the pleasure of the Board of Directors.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
(a) Common Stock. The following table sets forth certain information as
of August 29, 1997 with respect to the beneficial ownership of the Company's
Common Stock by each director and each nominee for election as a director, by
each named executive officer, by all directors and officers of the Company as a
group, and by persons known by the Company to own beneficially more than 5% of
the outstanding Common Stock. Unless otherwise noted, such stockholders have
full voting and/or investment power with respect to the shares listed as
beneficially owned by them.
Shares of Percent of
Common Stock Class
Beneficial Owner Beneficially Owned (1) Beneficially Owned
- ---------------- ---------------------- ------------------
Management:
Richard P. Dalton 12,350 3.6%
Paul J. DiMare 143,300(2) 37.4%
A. Paul Sarkis 16,109(3) 4.5%
Charles F. Sarkis 879,616(4) 72.3%
All Directors and Officers
as a Group (6 persons) 1,051,375(5) 82.2%
Other Holders:
DiMare Homestead, Inc. 92,500(6) 27.0%
Jon M. Baker 36,415(7) 10.3%
Michael S. Fawcett 25,600(8) 7.0%
Joseph J. O'Donnell 47,380(9) 12.9%
Pauline F. Evans 26,122(10) 7.6%
Estate of Samuel R. Harris, Jr. 19,850(11) 5.8%
- --------------------
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of or to direct the disposition of, a security). For purposes of
this table, a person is deemed to have "beneficial ownership" of any
security that such person has the right to acquire within 60 days,
including by conversion of such stockholder's shares of Class B Common
Stock into shares of Common Stock or by exercise of options. For purposes
of this table, any shares of Common Stock not outstanding which are subject
to such a right, options or conversion privileges, are deemed to be
outstanding for the purpose of computing the percentage of outstanding
shares beneficially owned by such person or group, but are not deemed to be
outstanding for the purposes of computing such percentage owned by any
other person or group.
(2) Includes 92,500 shares held of record by DiMare Homestead, Inc. a Florida
corporation controlled by Mr. DiMare. Also includes presently exercisable
options to purchase 40,000 shares. Mr. DiMare's address is c/o DiMare
Homestead, Inc., P.O. Drawer BB, Homestead, Florida 33030.
(3) Issuable upon conversion of the shares of Class B Common Stock beneficially
owned by Mr. Sarkis. Mr. Sarkis' address is c/o the Company, 190 V.F.W.
Parkway, Revere, Massachusetts 02151.
(4) Consists of 804,616 shares issuable upon conversion of the shares of Class
B Common Stock beneficially owned by Mr. Sarkis as well as presently
exercisable options to purchase 75,000 shares. Does not include 6,750
shares of Common Stock or 2,900 shares of Class B Common Stock held by Mr.
Sarkis' wife; Mr.
4
<PAGE>
Sarkis disclaims beneficial ownership of such shares. See footnote (2) to
the table below showing beneficial ownership of Class B Common Stock. Mr.
Sarkis' address is c/o Back Bay Restaurant Group, Inc., 284 Newbury Street,
Boston, Massachusetts 02115.
(5) Includes presently exercisable options to purchase 190,000 shares and
836,834 shares issuable upon conversion of shares of Class B Common Stock,
held by all directors and officers as a group.
(6) See Footnote (2).
(7) Includes 7,665 shares held of record by International Planning Group 401(K)
Profit Sharing Plan over which Mr. Baker has voting and investment power,
and presently exercisable options to purchase 25,000 shares. Mr. Baker's
address is c/o The Baker Companies, 62 Walnut Street, Wellesley,
Massachusetts 02181.
(8) Includes presently exercisable options to purchase 25,000 shares. Mr.
Fawcett's address is c/o Dorman & Fawcett, P.O. Box 214, Hamilton,
Massachusetts 01936.
(9) Includes presently exercisable options to purchase 25,000 shares. Mr.
O'Donnell's address is c/o Boston Concessions Group, Inc., 111 6th Street,
Cambridge, Massachusetts 02141.
(10) Ms. Evans' address if 3600 Galt Ocean Drive, Fort Lauderdale, Florida
33308.
(11) Address is c/o Patricia F. Harris, 11 Royal Road, Brookline, Massachusetts
02146.
(b) Class B Common Stock. The following table sets forth certain
information as of August 29, 1997, with respect to the beneficial ownership of
the Company's Class B Common Stock by each director who owns Class B Common
Stock, by each named executive officer, by all directors and officers of the
Company as a group, and by persons known by the Company to own beneficially more
than 5% of the outstanding Class B Common Stock. unless otherwise noted, such
stockholders have full voting and/or investment power with respect to the shares
listed as beneficially owned by them.
Shares of Class B Percent of
Common Stock Class
Beneficial Owner Beneficially Owned (1) Beneficially Owned
- ---------------- ---------------------- ------------------
Charles F. Sarkis................ 804,616(2) 88.2%
A. Paul Sarkis................... 16,109 1.8%
All Directors and Officers
as a Group (6 persons).......... 820,725(2) 90.0%
- --------------------
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of a security). For purposes of
this table, a person is deemed to have "beneficial ownership" of any
security that such person has the right to acquire within 60 days.
(2) Includes shares held by Sarkis Management Corporation which is wholly owned
by Mr. Sarkis. Does not include 93,754 shares held by Mr. Sarkis' six adult
children (including A. Paul Sarkis); Mr. Sarkis disclaims beneficial
ownership of such shares.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the cash and remuneration paid or accrued for
the three years ended December 31, 1996 in respect of services rendered to the
Company and its subsidiaries for the three years ended December 31, 1996 by the
Company and its subsidiaries to the Company's Chief Executive Officer and to
each of the Company's other executive officers whose annual compensation
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation (1) Long-Term Compensation Payouts
----------------------------------------------------------------------------------
Name and Other Restricted
Principal Incentive Annual Stock Options/ LTIP All Other
Position Year Salary Bonus Compensation Awarded SARs Payouts Payouts
- --------- ---- ------ ----- ------------ ------- ---- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles F. Sarkis.............. 1996 200,000 -- -- -- -- -- --
Chairman of the Board 1995 200,000 -- -- -- -- -- --
Chairman of the Board, 1994 200,000 -- -- -- -- -- --
President and Chief Executive
Officer
Richard P. Dalton.............. 1996 180,000 -- -- -- -- -- --
President and Chief Executive 1995 180,000 -- -- -- 25,000 -- --
Officer
Executive Vice President and 1994 180,000 -- -- -- -- -- --
Chief Operating Officer
</TABLE>
- --------------------
(1) Cash compensation is paid periodically and, from time to time, may be
advanced. Bonus amounts are presented in the year for which they were
earned regardless of when paid.
Compensation Pursuant to Plans
Compensation Plan. The Company has adopted a compensation plan for the
fiscal years 1995, 1996 and 1997. The compensation plan is designed to provide
an environment and opportunity for key executives to be rewarded for individual
achievement as well as for attaining overall corporate goals. The compensation
plan includes provisions for a base salary, annual incentive and long term
incentives. Base salary is determined annually and is based upon the level and
amount of responsibility in the context of comparable companies. Additional
annual incentives are to be distributed to key executives from a bonus pool. A
performance bonus equal to 10% of income before tax will be allocated to the key
executives at the discretion of the Compensation Committee and Board of
Directors. Additionally, a discretionary bonus of up to 5% of income before
taxes will be available to reward an employee's individual performance. Finally,
long term incentives will consist of stock options granted to key executives at
the discretion of the Compensation Committee and Board of Directors.
In addition, a special transaction bonus is available in the event that
the Chairman initiates and/or negotiates an extraordinary transaction to enhance
shareholder value, including a merger, sale, acquisition or joint venture. The
transaction bonus is equal to 2% of the value of any such transaction.
6
<PAGE>
As of December 31, 1996, no bonus has been paid or accrued based upon the
operating results of the Company.
Remuneration of Directors. The Company pays to each non-employee director
$2,000 per Board meeting attended with an additional fee of $1,000 for each
Committee meeting attended.
Stock Option Agreements. During 1995, the Company awarded to Directors
and Former Directors of the Company, non-qualified stock options to purchase
241,334 shares of the Company's common stock at an exercise price of $3 per
share. These options terminate 10 years from the date of grant. No options were
granted during the fiscal year ended December 31, 1996.
Stock Option Exercises and Aggregated Option Values at Fiscal Year End.
The following table summarizes, as of December 31, 1996, information with
respect to (non-plan) stock options then held at August 29, 1997. There are no
unexercised in-the-money options at August 29, 1997, and no options were
exercised during the fiscal year ended December 31, 1996.
Number of Securities
Underlying Unexercised
Options at FY-End
---------------------------------
Name Exercisable Unexercisable
- ---- ----------- -------------
Charles F. Sarkis................... 75,000 0
Richard P. Dalton................... 25,000 0
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee (the "Committee"), which determines executive officer
compensation annually. The Committee is composed of an independent director who
is not an employee by the Company.
In its deliberations, the Committee considers (i) the levels of
responsibility associated with each executive's position, (ii) the past
performance of the individual executive, (iii) the extent to which any
individual, department or Company-wide goals have been met, (iv) the overall
competitive environment and the level of compensation necessary to attract and
retain talented and motivated individuals in key positions, and (v) the
recommendations of appropriate officers of the Company.
The Company's compensation program utilizes a combination of base
salaries, annual bonuses and stock option awards.
In determining the base salaries paid to the Company's executive
officers, the Committee considers, in particular, their levels of
responsibility, salary increases awarded in the past, and the executive's
experience and potential.
The Committee views cash bonuses as a vehicle for rewarding executives
for achieving individual and corporate performance objectives.
The Company's stock option program is intended to reward the
participating executives for their efforts in building shareholder value and
improving corporate performance over the long term. The stock option program
7
<PAGE>
also promotes the retention of talented executives. In determining the number of
options granted to executive officers, the Committee takes into consideration
options granted to such executives in previous years and the potential value
which may be realized upon exercised of the options as a result of appreciation
of the Company's stock during the option term.
Due to the Company's performance during the fiscal year ended December
31, 1996, there was no change in base salaries paid, nor bonus or stock option
award grants made, to the Company's chief executive officer or other executive
officers.
The foregoing report has been approved by the sole member of the
Committee.
COMPENSATION COMMITTEE
Paul J. DiMare
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 1996, Messrs. Richard P. Dalton and
A. Paul Sarkis served as executive officers of the Company and as members of the
Board of Directors of the Company which performs the functions of a compensation
committee. Mr. Charles F. Sarkis served as an executive officer of Back Bay
Restaurant Group, Inc. ("BBRG") and as Chairman of the Board of the Company.
STOCK PERFORMANCE GRAPH
A stock price performance graph has been omitted as the Company's Common
Stock is not listed on a national securities exchange or traded on NASDAQ and
thus there is no regularly reported price for such Common Stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) The Company made loans of $28,000, $52,000 and $32,400 to Richard P.
Dalton, a director and executive officer of the Company, in 1986, 1987 and 1988
respectively, in connection with certain purchases by Mr. Dalton of shares of
the Company's Common Stock. Personal loans in the amounts of $107,905, $55,104
and $10,000 were also made to Mr. Dalton during 1989, 1990 and 1991,
respectively. During 1990, Mr. Dalton repaid $25,000 in principal amount of
these loans. The Company also made personal loans to Mr. Sarkis in the amounts
of $201,086 and $209,237 during 1989 and 1990, respectively. In January, 1995,
Mr. Sarkis repaid $80,000 to the Company. These loans are payable on demand and
bear interest at prime plus 1.5% per annum. As of September 8, 1997, all of
these loans ($590,732 in the aggregate) plus accrued interest remain
outstanding.
(b) On December 31, 1990 Revere Realty Group, Inc. ("Revere Realty"), a
company owned by Mr. Dalton, purchased six acres of land located in Revere,
Massachusetts, from the Company for $1,856,000 consisting of $278,400 in cash
and a note receivable of $1,577,600. The note accrued interest at the rate of
10% per annum and was due in quarterly installments of approximately $46,000
commencing March 31, 1991 with the entire unpaid balance of principal and
interest to be paid in full on December 31, 1995. The note was secured by a
mortgage on the property sold, an assignment of the proceeds of an expected
lease on the property and Mr. Dalton's personal guaranty. Revere Realty made one
scheduled payment under the note.
8
<PAGE>
In December 1994, the Company sold 9 acres of land located in Revere,
Massachusetts and Revere Realty sold the six acres of land located in Revere,
Massachusetts (described above) to a third party for $3,705,000. The proceeds
allocated to Revere Realty were used by Revere Realty to satisfy the
indebtedness of the Company.
(c) Mr. Sarkis is the majority shareholder of the Company. The Company
owns more than 10% of the common stock of Back Bay Restaurant Group, Inc.
("BBRG"). The following is a summary of certain arrangements between the Company
and BBRG and/or their respective affiliates. Certain of these arrangements were
made while BBRG was a wholly-owned subsidiary of the Company and accordingly,
were established by related parties and were not subject to arms length
negotiations.
BBRG had a lease agreement for one of its restaurant facilities with a
trust, the beneficiary of which is a wholly-owned subsidiary of the Company. The
annual rent under this lease was equal to the higher of $200,000 base rent or
7.5% of annual gross sales up to a maximum of $3,200,000 per year, so that in no
event shall the annual rent under this lease exceed $240,000. The lease
commenced on October 1, 1991 and ends September 30, 2001. BBRG is also liable
for a portion of real estate taxes, insurance and building operating expenses
as defined in the lease. The lease agreement was terminated in November, 1996,
pursuant to the foreclosure of a mortgage, and as a result of such foreclosure,
the occupancy of the restaurant facility is tenant at sufferance. BBRG is in
the process of negotiating a new lease with the new landlord.
Prior to 1994, the Company and BBRG were parties to agreements pursuant
to which BBRG operated the concession business and received certain other
revenues in connection with the operation of Wonderland Greyhound Park and
Foxboro Park, two parimutuel race tracks owned by the Company. In May 1994, BBRG
transferred its concession and related operations to the Company in return for
$770,000 term note to which $200,000 owed by the Company to BBRG was added, to
bring the total principal amount of the note to $970,000. In March 1996, this
note was amended to provide that principal and interest payments under the note
would not begin until April 1, 1998.
(d) In November 1992 the Company engaged a firm to assist management in
the planning and execution of financial and operational reorganization of the
Company. One of the principals of such firm is Mr. Fawcett. As compensation for
its services, for the year ended December 31, 1994, the Company paid such firm
an aggregate fee of approximately $437,500. Such firm will also be granted
options to acquire an amount of shares of the Company's common stock which, upon
exercise, will constitute 6% of the Company's capital stock on a fully diluted
basis, with an exercise price of $3 per share and a term of fifteen years.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities. to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors, and greater than ten percent
stockholders are required by regulation of the SEC to furnish the Company with
copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during the year ended
December 31, 1996, all filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with.
9
<PAGE>
EXPENSES OF SOLICITATION
All costs connected with the solicitation of proxies will be borne by the
Company. Brokers and other persons holding stock for the benefit of others will
be reimbursed for their expenses in forwarding proxies and accompanying material
to the beneficial owners of such stock and obtaining their proxies. Solicitation
may be made by mail, telephone, telegraph, or otherwise, and some of the
directors, officers, and regular employees of the Company may assist in the
solicitation without additional compensation.
FUTURE STOCKHOLDER PROPOSALS
The Company presently expects to hold its 1998 Annual Meeting of
Stockholders (the "1998 Annual Meeting") on or about October 7, 1998. If a
stockholder wishes to present a proposal to be voted on at the 1998 Annual
Meeting, the stockholder must, at the time the proposal is submitted, be a
record or beneficial owner of a security entitled to vote at the 1998 Annual
Meeting. Further, for the proposal to be considered at the Annual Meeting, the
stockholder must continue to own the security through the date of the 1998
Annual Meeting. The proposal, in order to be included in the management proxy
statement and form of proxy, must be received at the Company's executive offices
no later than May 15, 1998.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting, but if other matters do properly come before the Annual Meeting,
it is intended that the persons named in the proxy will vote according to their
best judgment.
Stockholders are requested to fill out, date, sign, and return the
enclosed proxy in the enclosed envelope, to which no postage need be affixed if
mailed in the United States. If you attend the Annual Meeting, you may revoke
your proxy at that time and vote in person if you so desire; otherwise, your
proxy will be voted for you. Your proxy may also be revoked by written notice to
the Secretary of the Company or by submission of a later dated proxy.
10-K REPORT
The Company will provide each beneficial owner of its securities with a
copy of its Annual Report on Form 10-K, including the financial statements and
schedules thereto, required to be filed with the Securities and Exchange
Commission for the Company's most recent fiscal year without charge upon receipt
of a written request from such person. Such requests should be directed to The
Westwood Group, Inc., 190 VFW Parkway, Revere, Massachusetts 02151, Attention:
Corporate Secretary.
10
<PAGE>
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
RICHARD P. DALTON
President
Revere, Massachusetts
September 10, 1997
11
<PAGE>
THE WESTWOOD GROUP, INC.
190 Veterans of Foreign Wars Parkway
Revere, Massachusetts 02151
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON OCTOBER 7, 1997
The undersigned hereby appoints as Proxies, Richard P. Dalton and Richard G.
Egan, Jr., each with the power to appoint his substitute and hereby authorizes
them to represent and to vote, as designated on the reverse side, all shares of
capital stock of The Westwood Group, Inc. (the "Company") held of record by the
undersigned on August 29, 1997 at the Annual Meeting of Stockholders to be held
on October 7, 1997 and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------- -------------------------------------
- -------------------------------------- -------------------------------------
- -------------------------------------- -------------------------------------
[REVCM - THE WESTWOOD GROUP, INC.] [FILE NAME: REVCM1.ELX]
[VERSION - 1] [9/9/97]
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
THE WESTWOOD GROUP, INC.
- --------------------------------------------------------------------------------
Mark box at right if an address change or comment has bee noted on
the reverse side of this card. [ ]
RECORD DATE SHARES:
---------------------
Please be sure to sign and date this Proxy. | Date |
- --------------------------------------------------------------------------------
| |
| |
| |
- --------------------------------------------------------------------------------
Stockholder sign here Co-owner sign here
DETACH CARD
1. Election of Directors:
A. Paul Sarkis by vote of Common Stock and For All With- For All
Class B Common Stock Nominees held Except
Richard P. Dalton by vote of Common Stock [ ] [ ] [ ]
If you wish to withhold authority to vote for all nominees, mark the
"Withheld" box; if you wish to withhold authority with respect to certain
nominees, mark the "For All Except" box and strike a line through the
particular name(s).
For Against Abstain
2. In their discretion the proxies are authorized
to vote upon any other business as may properly [ ] [ ] [ ]
come before the meeting.
DETACH CARD
[REVCM - THE WESTWOOD GROUP, INC.] [FILE NAME: REVCM1.ELX]
[VERSION - 1] [9/9/97]
