Notice of 1998
Annual Meeting
and
Proxy Statement
CONTENTS
Notice of the 1998 Annual Meeting of Share Owners..............................4
Proxy Statement................................................................5
Record Date and Voting Securities..............................................5
Revocability of Proxies........................................................6
Principal Stockholders and Security Ownership of Management....................6
Proposal 1: Election of Directors............................................8
Proposal 2: Increase in Authorized Capital Stock............................11
Proposal 3: Change in Name of Company.......................................12
Proposal 4: Ratification of Selection of Auditors...........................12
Compliance with Section 16(a) of the Securities Exchange Act..................12
Rights of Dissenting Shareholder..............................................13
Stockholder Proposals.........................................................13
Annual Reports................................................................13
General Information...........................................................13
Every Stockholder's Vote Is Important
Please Complete, Sign, Date and Return Your Proxy Form.
Thank You.
April 30, 1998
Dear Share Owner,
You are invited to attend the Annual Meeting of Stockholders to be held on
Thursday, July 9, 1998, at the Hilton Hawaiian Village, in Honolulu, Hawaii.
The Annual Meeting will begin with a report on Company operations, followed by
discussion and voting on the matters set forth in the accompanying Notice of
Annual Meeting and Proxy Statement and on other business matters properly
brought before the meeting.
Whether or not you plan to attend, you can be sure your shares are represented
at the meeting by promptly completing, signing, dating and returning your proxy
form in the enclosed envelope.
Cordially,
/s/ Gerhart W. Walch
Gerhart W. Walch
Chairman of the Board
WALL STREET FINANCIAL CORPORATION
1088 Bishop Street, Suite 202
Honolulu, Hawaii 96813
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 9, 1998
TO THE STOCKHOLDERS OF WALL STREET FINANCIAL CORPORATION:
The Annual Meeting of the Stockholders of Wall Street Financial Corporation
(the "Company"), will be held at the Hilton Hawaiian Village, 2005 Kalia Road,
Honolulu, Hawaii on July 9, 1998, at 10:00 a.m. local time, for the following
purposes:
1. To elect six (6) directors to serve until the 1999 Annual Meeting of
Stockholders or until their successors shall have been duly elected and
qualified.
2. To increase the authorized capital stock of the Company to One Hundred
Million (100,000,000) common shares, $.01 par value.
3. To change the name of the Company to WSF Corporation . To further
retain the name Wall Street Financial Corporation as an assumed business name
(dba) of the renamed WSF Corporation.
4. To ratify the selection of Mark C. Hulse, Chartered Accountant, member
firm of Summit International Associates (New York), as the Company's independent
accountant for the fiscal year ending December 31, 1998.
5. To transact such other business as may come before the meeting or any
adjournment or adjournments thereof.
Share owners of record at the close of business on April 17, 1998, will be
entitled to vote at the meeting and any adjournments.
By Order of the Board of Directors of Wall Street Financial Corporation
/s/ Richard G. MacMillan
Richard G. MacMillan, Esq., Secretary
Honolulu, Hawaii
Dated: April 15, 1998<PAGE>
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if he or she has returned a proxy.
WALL STREET FINANCIAL CORPORATION
1088 Bishop Street, Suite 202
Honolulu, Hawaii 96813
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDER
____________
To Be Held July 9, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by Wall Street Financial Corporation on behalf of the Board of Directors
for the 1998 Annual Meeting of Share owners to be held July 9, 1998, and at any
adjournment(s) thereof. The Annual Meeting of Stockholders ("Meeting") will be
held the Hilton Hawaiian Village, 2005 Kalia Road, Honolulu, Hawaii on July 9,
1998, at 10:00 a.m. local time. Distribution of this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the Proxy form is scheduled to
begin on or about June 9, 1998.
Matters to come before the Meeting are: (1) the election of six (6)
directors to the Board of Directors to serve until the 1999 Annual Meeting of
Shareholders and thereafter until their successors are elected and are
qualified; (2) To increase the authorized capital stock of the Company to One
Hundred Million (100,000,000) common shares, $.01 par value; (3) To change the
name of the Company to WSF Corporation and to further retain the name Wall
Street Financial Corporation as an assumed business name ( dba ) of the
newly named WSF Corporation; (4) to ratify the appointment of Mark C. Hulse,
Chartered Accountant, member firm of Summit International Associates (New York)
as the Company's independent accountant for the fiscal year ending December 31,
1998, as are more fully described herein; and (5) such other business as may
come before the meeting or any adjournment or adjournments thereof.
RECORD DATE AND VOTING SECURITIES
The securities of the Company entitled to vote at the Meeting consist of
shares of the Company's common stock, $.01 par value. Only stockholders of
record at the close of business on April 17, 1998, the record date for the
Meeting, will be entitled to notice of and to vote at the Meeting. On the
record date, the Company had outstanding 15,940,039 shares of common stock which
were owned by approximately 800 stockholders of record. See Principal
Stockholders and Security Ownership of Management for information concerning
beneficial ownership of the Company s common stock.
Assuming a quorum is present, the six (6) nominees receiving the greatest
number of votes cast by the holders of the common stock will be elected as
directors. There will be no cumulative voting in the election of directors.
Assuming a quorum is present, the affirmative vote of the holders of a majority
of the shares of common stock present in person or represented by proxy is
required for approval of Proposal 2.
Abstentions are treated as present and entitled to vote at the Meeting.
Therefore, abstentions will be counted in determining whether a quorum is
present and will have theeffect of a vote against a matter. A broker non-vote
on a matter (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
and as to which the broker or nominee does not have discretionary power to vote
on a particular matter) is considered not entitled to vote on that matter and,
thus, will not be counted in determining whether a quorum is present or whether
a matter requiring approval of a majority of the shares present and entitled to
vote has been approved.
All Proxies received pursuant to this solicitation will be voted at the
Meeting and at any adjournments thereof as indicated in the Proxy. If no
instructions are given, the persons named in the Proxy solicited by the Board of
Directors of the Company intend to vote for the nominees for election as
director of the Company listed below and for Proposal 2.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding shares of the
Company's common stock owned beneficially as of December 31, 1998, by (i) each
director of the Company, (ii) all officers and directors as a group and
(iii) each person known by the Company to beneficially own 5% or more of the
outstanding shares of the Company's Common Stock:
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership(1) Class Ownership
Gerhart W. Walch (2)(3) 4,385,729 27.60%
4057 Black Point Road
Honolulu, HI 96816
Gordon E. Rapozo (2) 339,258 2.1%
187 Nawiliwili Street
Honolulu, HI 96825
Stock Bonus Plan 500,000 3.1%
Richard G. MacMillan, Esq., Trustee
Gail Kitaji, Ph.D., Trustee
Gail Kitaji, Ph. D. (2) 203,000 1.3%
1325 Wilder Avenue, 21 Makai
Honolulu, HI 96822
Richard MacMillan, Esq. (2) 271,750 1.7%
7016 Kamilo Street
Honolulu, HI 96820
Antoine Y. Gedeon (2) 163,247 1.0%
1016 Laukupu Way
Honolulu, HI 96825
Michael Singh (2) 150,000 .9%
South Street
Belize City, Belize, C.A.
Roy Adinaya (2) 180,000 1.1%
2903 Laola Pl
Honolulu, HI 96813
All Officers and Directors 6,192,984 39.0%
as a Group (8 persons)
Total Shares Issued and 15,880,039 100.0%
Outstanding
(1) As of December 31, 1997, there were 15,880,039 shares of the Company's
common stock issued and outstanding and entitled to vote at the meeting. On
such date, there were no outstanding options to purchase common shares.
(2) These individuals are the directors and/or officers of the Company.
(3) Mr. Walch is the CEO and director of the Company. All shares indicated are
owned by the Gerhart Walch and Nancy Atmospera-Walch Revocable Living Trust.
iii. each person known by the Company to beneficially own 5 percent or more of
the outstanding shares of the Company's common stock.
Name Number of Shares Owned Percent
Nissim Tse 1,026,683 6.5%
30 Queens Rd.
Central Hong Kong
William Y. Yano 958,150 6.0%
1750 Kalakaua Ave #3301
Honolulu, Hawaii
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
A board of six (6) directors is to be elected at the Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company s nominees named below. In the event that any nominee of the
Company is unable or declines to serve as a director at the time of the Meeting,
the proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that any nominee
will be unable or will decline to serve as a director. The term of office of
each person elected as a director will continue until the next Annual Meeting of
Stockholders or until a successor has been elected and qualified.
The nominees, and certain information about them, are set forth below:
Name Age Director Since Shareholder meeting of
Gerhart W. Walch 49 1987
Antoine Y. Gedeon 51 1995
Roy Adinaya 55 1996
Gordon E. Rapozo 62 1987 (w/o 1994)
Michael Singh 32 1995
Richard G. Hinkle 52 1997
Gerhart W. Walch: 49, Mr. Walch has been the Chairman of the Board, President
and Chief Executive Officer of WSF and all its subsidiaries from 10/94 -present;
Mr. Walch is a Co-Founder of WSF and has served as a director or as an officer
since its inception in 1987.
He is the Chairman of the Board and President of Compradore Limited, WSF's
affiliated land holding company. Mr. Walch served as Chief Financial Officer,
Chief Executive Officer and/or Managing Director or Director in private or
public companies since 1974.
Antoine Y. Gedeon: 51, Mr. Gedeon is Senior Vice President and a member of the
Board of Directors of WSF since November 1995-Present. He is the President of
Mayan Resorts Limited and the Chief Operating Officer of the Belize Operations.
He has held managerial and top management positions in the hospitality industry
with Hilton and Regent Hotels since 1969. He is the founder/president of the
Vanuatu Hotel & Restaurant Association, and of an air-tour and ground
transportation operation in Honolulu, Hawaii.
Roy S. Adaniya, M.D.: 56, Dr. Adaniya is a member of the Board of Directors of
WSF since December 1996, Chairman of the Compensation Committee since 4/97 and
member of the Executive Committee since 7/97. He is the Director of Pulmonary
Services at the Straub Clinic and Hospitals in Honolulu, Hawaii. He serves as a
Clinical Associate Professor of Medicine at the John A. Burns School of
Medicine, University of Hawaii. His interests include development of health
delivery systems and wellness planning.
Gordon E. Rapozo: 62, Mr. Rapozo is a member of the Board of Directors and
Chairman of the Audit Committee of WSF 4/96 -Present. He is a co-founder of WSF
and has been the Treasurer, Chief Financial Officer of WSF between 1987 -2/94.
Mr. Rapozo is a Public Accountant in private practice. He previously served as
Senior Loan Officer and Treasurer of GECC Financial / GE Capital Hawaii, a
General Electric Company.
Michael Singh: 33, Mr. Singh is a member of the Board of Directors of WSF. He
is the President and Chief Operating Officer of Belize Transportation Agencies
Limited ("BTAL") and its subsidiary Mayan Freight Lines, Inc. since December
1995-Present. Between 1989-1995, Mr. Singh has held numerous positions with
Tropical Shipping Company, Ltd., and was the Country Manager, Belize. He is
past Chairman of the Board of the Air Traffic Licensing Authority of Belize.
Richard G. Hinkle, 52, Mr. Hinkle is a Director-nominee of WSF. He was
cofounder of Team Rental Group, Inc. , a publicly-traded corporation traded on
NYSE which in 1997 changed it's name to Budget Group Inc. He is a director of
Advanced Power Technologies provider of OEM products, and is co-founder and
Director of Consolidated Golf Companies. From 1969-1983 he held various
management positions with Hertz Corp.
Committees and Meetings
The Board of Directors held seven meetings during the last fiscal year.
The number of meetings attended by each of the following directors is as
follows: Gerhart W. Walch 7 ; Gordon Rapozo 7; Antoine Y. Gedeon 7; Michael
Singh 3; and Roy Adaniya 7.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the last three calendar years to the
Company's Chief Executive Officer and to the Company's most highly compensated
executive officers other than the CEO, whose annual salary and bonus exceeded
$100,000:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-term
Other Compensation
Annual Awards of All Other
Salary Bonus Compen- Stock Options Compen-
sation sation
Name and Year ($) ($) ($) ($) ($) ($)
Principal Position
<S> <C> <C> <C> <C> <C> <C> <C>
Gerhart W. Walch 1997 -0- -0- -0- $15,625(2) -0- -0-
CEO/President 1996 -0- -0- -0- -0- -0- -0-
1995 -0- -0- -0- $12,500(1) -0- -0-
<FN>
<F1>
(1) In 1994, the Company awarded Mr. Walch 50,000 shares of common stock for
services rendered. On the day of the grant, the closing market price was .25.
Therefore, for purposes of the Summary Compensation Table the dollar value of
such restricted stock awarded was $12,500.
<F2>
(2) In 1996, the Company awarded Mr. Walch 50,000 shares of common stock for
services rendered as a member of the Board of Directors. On the day of the
grant, the closing market price was $.3125. Therefore, for purposes of the
Summary Compensation Table the dollar value of such restricted stock award was
$15,625. The shares were issued in 1997.
</FN>
</TABLE>
Stock Options Granted in Last Two Fiscal Years
During the years ended December 31, 1996 and 1997, no stock options were
granted to the person named in the Summary Compensation Table above. No
options, stock appreciation rights or long-terms incentive plan awards were
issued or granted to other members of the Company's management during the fiscal
years ending December 31, 1996 or 1997.
Aggregate Option Exercises and Number/Value of Unexercised Options
As of December 31, 1997, the Company's management owned no options or
stock appreciation rights. Accordingly, no tables relating to such items have
been included in this Proxy Statement.
Compensation of Directors and Executive Officers
The Company s non-employee directors are compensated $500 per Board meeting
attended in addition to 50,000 shares of common stock of the Registrant
annually. The Company s non-employee officers receive consulting fees and
50,000 shares of the common stock of registrant. The shares will be issued
immediately in Director's or officer's name, but will be held by the Secretary
of the Corporation until vested in full. The rate of vesting of these shares
will occur at the rate of 8% per month, on the last day of each month, beginning
January 1 of each year with the residual shares being vested at December 31 of
that year unless an acceleration of vesting occurs. The Company will reimburse
for reasonable and approved expenses.
Employment Agreements
Effective January 1, 1997, an engagement agreement was entered into with
Gerhart W. Walch which provides for a base salary of $9,000 per month and a
performance based incentive bonus compensation package, consisting of cash and
stock bonuses, relating to the implementation of the three year business plan,
subject to the recommendation of the Compensation Committee of the Board of
Directors.
Effective January 1, 1997, an engagement agreement was entered into with
Antoine Y. Gedeon which provides for a base salary of $7,000 per month and a
performance based incentive bonus compensation package, consisting of cash and
stock bonuses, relating to the implementation of the three year business plan,
subject to the recommendation of the Compensation Committee of the Board of
Directors.
Effective January 1, 1997, an engagement agreement was entered into with
Gail Kitaji which provides for a base compensation of $5,500 per month as an
independent contractor and a performance based incentive bonus compensation
package, consisting of cash and stock bonuses, relating to the implementation of
the three year business plan, subject to the recommendation of the Compensation
Committee of the Board of Directors.
PROPOSAL 2: RATIFICATION OF INCREASE IN CAPITAL STOCK
The authorized capital stock of the Company is currently limited to Twenty Five
Million (25,000,000) Common Shares, $.01 par value. In accordance with the
growth anticipated from the Company s long term and strategic plan, including a
proposed listing on the American Stock Exchange or NASDAQ, the Board of
Directors has recommended that additional shares be authorized for use as
needed.
The Company proposes to increase the authorized shares to One Hundred Million
(100,000,000) shares, $.01 par value.
Recommendation of Board of Directors
The Board of Directors recommends a vote FOR the proposal to increase the
authorized shares of the Company to One Hundred Million shares, $.01 par value
PROPOSAL 3: RATIFICATION OF CHANGE OF NAME OF COMPANY
The current name of the Company implies a business that is limited to or
focused on financial services. Although the Company was originally organized as
a financial services company, it has established itself as a Trust and Special
Assets Management Company. Its operations include trust services, plantation
management, forest management and wood processing, and destination resort
development.
Proposed underwriters and consultants of the Company have recommended that
thename be changed to WSF Corporation to reflect a general rather than a
specific purpose.
Since financial services remain a part of the business of the Company, the
name Wall Street Financial Corporation is proposed to be retained as an assumed
business name of WSF, and utilized for WSF financial services operations.
Recommendation of Board of Directors
The Board of Directors recommends a vote FOR the proposal to change the
name of the Company to WSF Corporation, and retain the name Wall Street
Financial Corporation as an assumed business name of WSF Corporation.
PROPOSAL 4: RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors desires to continue to employ the services of Mark
C. Hulse, Chartered Accountant, a member firm of Summit International Associates
(New York) as the Company s independent auditor for the year ending December 31,
1998. The affirmative vote of the holders of a majority of the shares of common
stock represented in person or by proxy at the meeting is required to ratify the
re-election of Mark C. Hulse, Chartered Accountant, member firm of Summit
International Associates (New York) as the Company s independent certified
public accountant.
Recommendation of Board of Directors
The Board of Directors recommends a vote FOR the proposal to ratify the re-
election of Mark C. Hulse, Chartered Accountant, member firm of Summit
InternationalbAssociates (New York) as the Company s independent certified
public accountant for the year ending December 31, 1998.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company s
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership of, and transactions in, the Company's securities with the Securities
and Exchange Commission and The NASDAQ Stock Market. Such directors, executive
officers and ten-percent stockholders are also required to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received by it, and on
written representations from certain reporting persons, the Company believes
that during fiscal 1997, all Section 16(a) filing requirements applicable to its
directors, officers and ten percent stockholders were complied with.
RIGHTS OF DISSENTING SHAREHOLDERS
The matters to be considered and acted upon at the Meeting do not create
any dissenting shareholders rights under Delaware corporation law.
STOCKHOLDER PROPOSALS
The Company anticipates that its 1999 annual meeting of shareholders will
be held June 1, 1999. Therefore, proposals of shareholders intended to be
presented at the 1999 Annual Meeting must be received by the Company by February
1, 1999, to be considered for inclusion in the proxy statement and form of proxy
relating to the 1999 Meeting.
ANNUAL REPORT
The Company s Annual Reports for the years ended December 31, 1997 and
1996, are being mailed to stockholders with this Proxy Statement.
GENERAL
Management of the Company does not know of any matters other than the
foregoing that will be presented for consideration at the meeting. However, if
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote thereon in accordance with their
judgment.
The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services. The Company will reimburse banks, brokerage
firms, and other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy material to their proposals and obtaining their
proxies. A professional proxy solicitor will not be engaged.
Whether or not you expect to be present at the meeting, please sign the
accompanying form of proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Gerhart W. Walch
Gerhart W. Walch
Chief Executive Officer
April 15, 1998
1088 Bishop Street, Suite 202
Honolulu, Hawaii 96813
Telephone: (808) 526-3999
Facsimile: (808) 537-5612
Internet: http://www.wsf.com
