-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BVRJ6XZ0I0I8y9log3JTH3S/pejM3r7LtWm0STaVBfqn2x+oBfJAW0Njkugsx9m4 Eoe1ItijVegn3ModW/gseA== 0000912057-00-020104.txt : 20000428 0000912057-00-020104.hdr.sgml : 20000428 ACCESSION NUMBER: 0000912057-00-020104 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000518 FILED AS OF DATE: 20000427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTMINSTER CAPITAL INC CENTRAL INDEX KEY: 0000034489 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 952157201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-04923 FILM NUMBER: 611090 BUSINESS ADDRESS: STREET 1: 9665 WILSHIRE BOULEVARD M 10 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3102781930 MAIL ADDRESS: STREET 1: 9665 WILSHIRE BOULEVARD M 10 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: FARWEST FINANCIAL CORP DATE OF NAME CHANGE: 19920703 DEF 14A 1 SCHEDULE 14A 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: / / 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 Section 240.14a-11(c) or Section 240.14a-12 Westminster Capital, Inc. - -------------------------------------------------------------------------------- (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: ------------------------------------------------------------------------ WESTMINSTER CAPITAL, INC. 9665 WILSHIRE BOULEVARD SUITE M-10 BEVERLY HILLS, CA 90212 APRIL 19, 2000 ------------------------------------------------------------------------------ PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS MAY 18, 2000 ------------------------------------------------------------------------------ GENERAL INFORMATION This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board of Directors") of Westminster Capital, Inc., a Delaware corporation (the "Company"), of proxies for use at the 2000 Annual Meeting of Stockholders of the Company (the "Annual Meeting") scheduled to be held at The Peninsula Beverly Hills, Magnolia Room, 9882 Little Santa Monica Boulevard, Beverly Hills, California on May 18, 2000 at 9:00 a.m. local time, and at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Shares represented by properly executed proxies received by the Company will be voted at the Annual Meeting in the manner specified therein, or, if no instructions are marked on the enclosed proxy card, FOR each of the nominees for director as identified on the card (as more fully described below under "Election of Directors"). Although management does not know of any other matter to be acted upon at the Annual Meeting, shares represented by valid proxies will be voted by the persons named on the accompanying proxy card in accordance with their respective best judgment with respect to any other matters which may properly come before the meeting. Execution of a proxy will not in any way affect a stockholder's right to attend the Annual Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised by (i) filing with the Secretary of the Company, prior to the commencement of the Annual Meeting, a duly executed instrument dated subsequent to such proxy revoking the same or a duly executed proxy bearing a later date or (ii) attending the Annual Meeting and voting in person. The mailing address of the principal executive offices of the Company is 9665 Wilshire Boulevard, Suite M-10, Beverly Hills, California 90212, and its telephone number is (310) 278-1930. The approximate date on which this Proxy Statement and the enclosed proxy cards are first being sent to stockholders is April 19, 2000. 1 RECORD DATE AND VOTING Only stockholders of record of the Common Stock, par value $1.00 per share, of the Company (the "Common Stock") at the close of business on April 7, 2000 will be entitled to notice of and to vote at the Annual Meeting. As of such date there were 7,834,607 shares of Common Stock outstanding. Holders of the Common Stock have cumulative voting rights with respect to the election of directors. Therefore, each stockholder will be entitled to that number of votes equal to the number of his or her shares multiplied by eight, which is the number of directors to be elected. The stockholder may (i) vote for the election of all of the nominees, in which case an amount equal to the number of shares held by such stockholder will be counted as voting for the election of each nominee, (ii) withhold his or her votes with respect to all nominees, or (iii) cast all of his or her votes for a single nominee or distribute them among the nominees as he or she sees fit. The eight nominees receiving the highest number of votes will be elected. Shares represented by a properly executed proxy card received by the Company will be counted in the manner specified therein or, if no instructions are marked on the enclosed proxy, FOR each of the director nominees in an amount equal to the number of shares held by the person(s) executing the proxy. If a holder indicates his or her intention to vote for the election of only certain nominees and fails to indicate the number of votes for each such nominee, such holder's total votes (less any specifically allocated by such holder) will be allocated as equally as possible (without fractional shares) among the nominees named by such holder and for whom no votes have been specifically allocated by the holder and any votes which cannot be allocated evenly will remain unvoted. Similarly, if a holder chooses to vote for the election of only certain nominees and indicates a total number of votes in excess of the number of shares held by such holder multiplied by eight, the total number of votes entitled to be cast by the holder will be divided as equally as possible (without fractional votes) among the nominees indicated by the holder and any votes which cannot be allocated evenly will remain unvoted. In the event any nominee named on the proxy card is not available (an event which is not anticipated), proxy holders will vote for a substitute nominee in their discretion. If any person other than those named on the proxy card is nominated as a candidate by persons other than the Board of Directors, the proxies may be voted in favor of any one or more of the nominees named on the proxy card to the exclusion of others and in such order of preference as the proxy holders may determine in their discretion, except that no proxy will be voted for a nominee as to whom an intention to withhold authority to vote is indicated. Stockholders are entitled to one vote per share of Common Stock held by them with respect to all matters other than the election of directors, and generally the affirmative vote of a majority of the shares of Common Stock present at the meeting or represented by proxy is required to take any action on such matters. Abstentions are not counted as votes cast either for or against a particular matter, but on matters requiring a majority vote of either the number of shares represented at the meeting or the number of shares outstanding, an abstention has the effect of a negative vote. Shares abstaining are normally counted for purposes of determining the presence of a quorum, and abstentions are not permitted with respect to the election of directors. Therefore, abstentions will not affect the determination of a quorum for the Annual Meeting. 2 SOLICITATION The cost of preparing, assembling and mailing this Proxy Statement and the proxy card will be paid by the Company. Following the mailing of this Proxy Statement, directors and officers of the Company may solicit proxies by mail, telephone, telegraph or personal interview. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians nominally holding shares of Common Stock of record will be requested to forward the proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their reasonable charges and expenses in connection therewith. ELECTION OF DIRECTORS The Board of Directors of the Company is currently comprised of eight directors who are elected annually. The Board of Directors has nominated the eight persons listed below as candidates for election by the stockholders. All of the candidates are currently directors of the Company. The term of each person elected as a director will continue until the 2001 Annual Meeting of Stockholders or until his or her successor is elected. William Belzberg Keenan Behrle Hyman Belzberg Samuel Belzberg Bruno DiSpirito Barbara C. George Monty Hall Lester Ziffren Mr. William Belzberg, age 67, has served as Chairman of the Board of Directors of the Company since 1977. Mr. Belzberg has served as Chief Executive Officer of the Company since September 1990 and was also President and Chief Executive Officer of the Company in 1987 and 1988. Mr. Behrle, age 57, became Executive Vice President and Chief Financial Officer of the Company on February 10, 1997. From November 1993 to February 1997, Mr. Behrle was engaged in real estate development activities for his own account. From 1991 to November 1993, Mr. Behrle was President and Chief Executive Officer of Metropolitan Development, Inc., a real estate development company located in Los Angeles, California. Mr. Behrle has been a director of the Company since 1985. Mr. Hyman Belzberg, age 75, has been a director of the Company since 1995. He has been the President of Bel-Alta Holdings Ltd., which is a real estate and mortgage investment company, since 1994. He operated a large retail furniture business in Calgary, Alberta, Canada from 1945 to 1994. Mr. Belzberg is also on the Board of the Canadian Athletic Foundation and is the President of Gaslight Square Ltd. and 623201 Alberta Ltd., both of which are real estate and investment companies. Mr. Samuel Belzberg, age 71, has been a director of the Company since 1995. He is the Chairman of the Board of Balfour Holdings Inc., a real estate and land development company in eight cities in the United States and Canada. Mr. Belzberg is a Director of CE Franklin Ltd., an oilfield supply company in Western Canada. 3 Mr. Bruno DiSpirito, age 35, has been a director of the Company since August 10, 1999. He has been Vice President and Chief Financial Officer of Gibralt Capital Corporation since March 1994. Dr. George, age 64, has been a director of the Company since 1979. She has been a Professor of Business Law in the Department of Finance, Real Estate Law in the College of Business Administration, California State University, Long Beach since 1961 and currently holds the position of Associate Dean of Academic Affairs. She has also served as the department chairperson. She is a former President of American Business Law Association. Dr. George is Chairperson of the Board of Directors of the California State University Forty-Niner Shops, Inc., which operates the bookstore and food service operations for the University. Mr. Hall, age 78, has been a director of the Company since 1979. He has been a television producer, performer and philanthropist for more than the past twenty-five years. Mr. Ziffren, age 75, has been a director of the Company since 1979. For more than the past five years, he has been a retired partner/advisory counsel of the law firm of Gibson, Dunn & Crutcher, Los Angeles, California. Mssrs. Hyman Belzberg, Samuel Belzberg and William Belzberg are brothers. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED ABOVE. COMMITTEES OF THE BOARD OF DIRECTORS The Company has a standing Audit Committee. During 1999, the Audit Committee was comprised of Dr. George and Mr. Ziffren. The Audit Committee makes recommendations concerning the engagement of the Company's independent auditors, consults with the independent auditors concerning the audit plan and reviews the comments and recommendations resulting from the independent auditors' report and management letter. There were five meetings of the Audit Committee held during 1999. Members attended all meetings of the Audit Committee held. At the regular meeting of the Board of Directors scheduled to follow the 2000 Annual Meeting of Stockholders, the Board will consider the appointment of members to the Audit Committee to serve until such time as their successors are elected and qualified. The Board of Directors established a Compensation Committee in May 1997. The Compensation Committee is comprised of Dr. George and Mr. Hall. This committee met once in 1999. The Compensation Committee sets the annual salaries of all elected officers of the Company, and administers the stock option and other compensation plans of the Company. Their executive compensation report is included below. The Board of Directors does not have a standing nominating committee. 4 DIRECTOR COMPENSATION During 1999, directors of the Company were paid $500 per month for serving on the Board and $500 per month for each committee of the Board on which they served, as well as, $500 for each meeting of the Board of Directors or committee which they attended. During 1995, four Directors of the Company, Mr. Behrle, Dr. George, and Messrs. Hall and Ziffren, each were granted options to purchase up to 10,000 shares of the Company's common stock under the Company's Non-Statutory Stock Option Plan at $1.8125 per share, which was equal to the market price on the date of grant as specified in that plan. The options are exercisable in four equal annual installments commencing with the first anniversary of the grant date. All the Directors exercised their options prior to their expiration date in April 2000. MEETINGS OF THE BOARD OF DIRECTORS During 1999 there were five meetings of the Board of Directors of the Company. All directors participated in at least 75% of the meetings. SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE Directors, officers and beneficial owners of more than 10% of the outstanding shares of the Common Stock of the Company are required by rules of the Securities and Exchange Commission to file certain reports with the Commission and the Pacific Stock Exchange (upon which the Company's Common Stock is listed) relating to certain changes in their beneficial ownership of shares and their aggregate holdings at the end of the calendar year. Following his election as a director in August 1999, Mr. Bruno DiSpirito inadvertently failed to file in timely manner a Form 3, Initial Statement of Beneficial Ownership of Securities. Mr. DiSpirito has subsequently filed a Form 3. The Company is not aware that any other officer, director or beneficial owner of more than 10% of the Common Stock failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934 during 1999. EXECUTIVE OFFICER COMPENSATION The table set forth below reflects the annual compensation, long-term compensation and other compensation paid during each of the Company's three most recent fiscal years to the chief executive officer and other executive officers of the Company. 5 SUMMARY COMPENSATION TABLE
Long-Term Annual Compensation Compensation ------------------------------------ ------------- Number of Shares (1) Underlying Other Name and Principal Position Year Salary Bonus Options Compensation - --------------------------- ---- ------ ----- ------- ------------ William Belzberg, 1999 $250,000 $ -0- -0- $ 46,000 Chairman of the Board and 1998 225,000 50,000 -0- 44,500 Chief Executive Officer 1997 200,000 -0- -0- 45,500 Keenan Behrle, 1999 $220,000 $ 50,000 50,000(4) $ 17,000 Executive Vice President 1998 210,000 25,000 -0- 11,500 and 1997 178,876(2) -0- 100,000(5) 3,000 Chief Financial Officer Rui Guimarais, 1999 $138,000 $ 65,000 -0- $ -0- Vice President - Finance 1998 86,788(3) -0- 20,000(6) -0- 1997 -0- -0- -0- -0-
(1) Other compensation received by Mr. Belzberg consisted of fees earned as a director and premiums paid with respect to a universal life insurance policy for Mr. Belzberg. Other compensation received by Mr. Behrle consisted of fees earned as a director. (2) Mr. Behrle's employment commenced in February 1997. His salary in 1997 on an annualized basis was $200,000. (3) Mr. Guimarais's employment commenced in May 1998. His salary in 1998 on an annualized basis was $131,000, inclusive of a $6,000 annual automobile allowance. (4) Pursuant to an option granted in 1999 at a price of $3.25 per share (see "1997 Stock Incentive Plan" below). (5) Pursuant to an option granted in 1997 at a price of $2.37 per share (see "1997 Stock Incentive Plan" below). (6) Pursuant to an option granted in 1998 at a price of $3.00 per share (see "1997 Stock Incentive Plan" below). STOCK OPTION GRANTS Stock options were granted during the fiscal year ended December 31, 1999 to the executive officers named in the Summary Compensation Table above as follows: 6 OPTION GRANTS IN 1999
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF NO.OF SHARES % OF TOTAL SHARES STOCK PRICE APPRECIATION UNDERLYING UNDERLYING OPTIONS FOR OPTION TERM(2) OPTIONS GRANTED TO EMPLOYEES EXERCISE EXPIRATION --------------------------- NAME GRANTED(1) IN FISCAL YEAR PRICE DATE 5% 10% - ------------------------------------------------------------------------------------------------------------- Keenan Behrle 50,000 100% $3.25 8/10/04 $44,896 $99,208
(1) The option was granted under the Company's 1997 Stock Incentive Plan and has a per share exercise price that is equal to the market value of the common stock on the date of the grant. The option becomes exercisable in 25% increments on August 10, 2000, 2001, 2002 and 2003. (2) Assumes the value of the shares issuable upon exercise of the option increases at the stated percentages annually from the date of grant to the date of expiration. STOCK OPTION EXERCISES AND HOLDINGS The following table provides information concerning options exercised by the executive officers named in the Summary Compensation Table above during the fiscal year ended December 31, 1999 and unexercised options held by such executives as of December 31, 1999. AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND FY-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED SHARES SHARES OF UNDERLYING IN-THE-MONEY ACQUIRED OPTIONS AT 12/31/99 OPTIONS AT 12/31/99 ON VALUE ----------------------------------------------------------------- NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- -------- -------- ----------- ------------- ----------- ------------- William Belzberg - $ - 250,000 $ - $ 158,750 $ - Keenan Behrle - - 50,000 110,000 18,325 15,300 Rui Guimarais - - 5,000 15,000 - -
INDEMNITY AGREEMENTS In 1987, the stockholders approved indemnity agreements, which have been entered into with officers and directors of the Company. The indemnity agreements provide, subject to the satisfaction of certain requirements, for the Company to indemnify an officer or director who is a party to an indemnity agreement against expenses (as defined therein), judgments, fines and penalties incurred by such officer or director in connection with a threatened or pending proceeding in which the officer or director may have been involved by reason of the fact that he or she was an officer or director of the Company, by reason of any action taken by him or her or any inaction on his or her part while acting as an officer or 7 director or by reason of serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. EXECUTIVE COMPENSATION REPORT Prior to the establishment of a Compensation Committee in May 1997, the policies applicable to determining the compensation of executive officers of the Company were determined by the full Board of Directors, except that Mssrs. William Belzberg and Keenan Behrle, both of whom are executive officers and directors, did not participate in the determination of policies affecting their respective compensation. The following report on executive compensation has been provided by the Compensation Committee. During fiscal year ended December 31, 1999, the Company paid Mr. Belzberg a salary at an annual rate of $250,000, effective July 1, 1998, and a salary at an annual rate of $200,000 prior to July 1, 1998, the same salary paid to him in 1997. Mr. Belzberg's salary for 1999 was established by the Compensation Committee and was based on the time and effort he devoted to the Company. No specific performance criteria were relied upon in setting his salary. During fiscal year ended December 31, 1999, the Company paid Mr. Behrle a salary at an annual rate of $220,000, effective July 1, 1998, and a salary at an annual rate of $200,000 prior to July 1, 1998, the same annual salary paid to him since commencement of his employment in February 1997. Mr. Behrle's salary for 1998 was established by the Compensation Committee and was based on the time and effort he devoted to the Company. Additionally, the Compensation Committee rewarded Mr. Behrle with a bonus of $50,000 in recognition for the Company's increasingly positive results. The compensation of Mr. Behrle as listed in the Summary Compensation Table for the fiscal year ended December 31, 1997, was established at the commencement of Mr. Behrle's employment with the Company by Mr. William Belzberg, Chairman and Chief Executive Officer of the Company, after review of such compensation with the Board of Directors (prior to formation of the Compensation Committee), based upon the duties and responsibilities to be performed by Mr. Behrle and compensation paid to persons holding similar positions in comparable companies. The compensation of Mr. Guimarais as listed in the Summary Compensation Table for the fiscal year ended December 31, 1999, was established by Mr. William Belzberg, Chairman and Chief Executive Officer of the Company, after review of such compensation with the Compensation Committee, and was based upon the duties and responsibilities to be performed by Mr. Guimarais and compensation paid to persons holding similar positions in comparable companies. Monty Hall and Barbara C. George Members of the Compensation Committee of the Board of Directors THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE IN ANY FILING BY THE COMPANY UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THE REPORT BY REFERENCE. 8 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS The Performance Graph set forth below compares total stockholder return on the Company's Common Stock with total stockholder return on the Dow Jones Equity Market Index and a peer group index for the period from January 1, 1995 through December 31, 1999. The peer group index is comprised of companies with diversified operations, which management considers being comparable to the Company's business operations. These companies are listed below. The Dow Jones Real Estate Investment Sector index has been discontinued as a comparable index as of January 1, 1999, because the companies included in the Dow Jones Real Estate Investment Sector are not directly comparable to the Company during the five year period presented in the graph. Total stockholder return is determined by adding the increase in the share price during the applicable period to the cumulative amount of dividends paid during that period, assuming dividend reinvestment. The resulting sum is then divided by the closing share price at December 31, 1994 to reflect the total return as a percentage of that beginning value. For years in which the price of the stock decreased from the beginning of the year to the end of the year, the decrease is reflected in the calculation as a negative number. [GRAPHIC] - -------------------------------------------------------------------------------- Total Return Analysis
12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99 - ------------------------------------------------------------------------------- Westminster Capital $ 100.00 $ 194.73 $ 168.42 $ 210.52 $ 231.57 $ 273.67 - ------------------------------------------------------------------------------- Peer Group $ 100.00 $ 127.16 $ 142.96 $ 256.38 $ 181.27 $ 168.16 - ------------------------------------------------------------------------------- Dow Jones Equity Index $ 100.00 $ 136.39 $ 167.04 $ 219.32 $ 246.00 $ 280.60 - -------------------------------------------------------------------------------
9 THE TOTAL STOCKHOLDER RETURNS AS DEPICTED ON THE GRAPH ARE NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. MANY OF THE COMPANIES INCLUDED IN THE DOW JONES EQUITY INDEX HAVE SUBSTANTIALLY GREATER REVENUES AND SUBSTANTIALLY GREATER MARKET CAPITALIZATION THAN THE COMPANY. THE PEER GROUP INDEX CONSISTS OF THE FOLLOWING SIX COMPANIES: SIRCO INTERNATIONAL CORP. (SIRC), WALTER INDUSTRIES, INC. (WLT), PUBCO (PUBO), CRAIG CORPORATION (CRG), TRIARC COMPANIES, INC. (TRY) AND NBI, INC. (NBII). SIRC IS REPRESENTED IN THE PEER GROUP INDEX UNTIL NOVEMBER 16, 1999. EFFECTIVE ON THAT DATE, SIRC CHANGED ITS NAME AND LINE OF BUSINESS AND IS NO LONGER CONSIDERED REPRESENTATIVE OF THE PEER GROUP. THE PERFORMANCE GRAPH AND RELATED DISCLOSURE SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE IN ANY FILING BY THE COMPANY UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THE GRAPH AND SUCH DISCLOSURE BY REFERENCE. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of March 31, 2000 the number of shares of the Company's Common Stock known to the Company to be owned beneficially by each person who owned more than 5% of the outstanding shares, by each director and executive officer and by all directors and executive officers, as a group. Except as indicated in the notes to the table, each person named has sole voting and investment power with respect to the shares indicated.
Shares of Common Name and Address of Stock Beneficially Beneficial Owner Owned (1) (2) Percent of Class - ---------------------- --------------------- ---------------- William Belzberg (3) 2,176,570 26.92% 9665 Wilshire Blvd. Suite M-10 Beverly Hills, CA 90212 Hyman Belzberg (4) 1,703,974 21.75% #1420 Aquitaine Towers 540 - 5 Avenue S.W. Calgary, Alberta Canada T2P 0M2 Samuel Belzberg (5) 1,472,748 18.80% 1177 West Hastings St. Suite 2000 Vancouver, B.C. Canada V6E 2K3 Keenan Behrle (6),(7) 150,000 1.90% Barbara C. George, Ph.D. (7) 10,000 * Monty Hall (7) 10,000 *
10 Lester Ziffren (7) 13,000 * Bruno DiSpirito - - Rui Guimarais (8) 10,000 * All Directors and Officers as a Group (8 persons) 5,546,292 67.58%
- ---------- * Amount represents less than one percent of the Company's Common Stock. (1) Information with respect to beneficial ownership is based upon the Company's stock records and data supplied to the Company by the holders. (2) Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission, and includes generally voting power and/or investment power with respect to securities. Shares of Common Stock subject to options currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to joint ownership with spouses and community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. (3) Includes 250,000 shares exercisable as of March 31, 2000, pursuant to an option to purchase a total of 250,000 shares. The shares are deemed to be outstanding for the purpose of computing the percentage of the outstanding shares beneficially owned by Mr. Belzberg. (4) Based on an amended Schedule 13D filed with the Securities and Exchange Commission, the shares shown in the table as being beneficially owned by Hyman Belzberg are owned of record by Bel-Alta Holdings Ltd., a Canadian corporation, of which Hyman Belzberg is the President, sole director and beneficial owner of a majority of the outstanding shares of capital stock. (5) Based on an amended Schedule 13D filed with the Securities and Exchange Commission, of the shares shown in the table as owned beneficially by Samuel Belzberg, 1,372,748 shares are owned of record by Gibralt Holdings Ltd., a Canadian corporation, of which Samuel Belzberg is the sole director, officer and stockholder, and 100,000 shares are owned by M.D.B. Capital, a Liberian corporation, which has granted to Mr. Belzberg a limited power of attorney with respect to those shares. (6) Includes 60,000 shares exercisable as of March 31, 2000 pursuant to an option to purchase a total of 100,000 shares. The shares are deemed to be outstanding for the purpose of computing the percentage of the outstanding shares beneficially owned by Mr. Behrle. (7) Includes 10,000 shares exercisable as of March 31, 2000, pursuant to an option to purchase a total of 10,000 shares. The shares are deemed to be outstanding for the purpose of computing the percentage of the outstanding shares beneficially owned. (8) Includes 5,000 options exercisable as of March 31, 2000 and 5000 options exercisable within 60 days, pursuant to an option to purchase a total of 20,000 shares. The shares are deemed to be outstanding for the purpose of computing the percentage of the outstanding shares beneficially owned by Mr. Guimarais. 11 THE COMPANY'S RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS Deloitte & Touche LLP served as the Company's independent auditors for the years ended December 31, 1999, 1998 and 1997. Representatives of Deloitte & Touche are expected to be present at the Annual Meeting of Stockholders. They will have the opportunity to make any statement they desire to make, and they are expected to be available to respond to appropriate questions. STOCKHOLDERS' PROPOSALS Any stockholder of the Company wishing to submit a proposal for inclusion in the proxy statement relating to the Company's 2001 Annual Meeting of Stockholders must deliver such proposal to the Company at its principal office on or before December 15, 2000. The Board of Directors will review any proposals from eligible stockholders which it receives by that date and will determine whether any such proposal will be included in the 2001 proxy solicitation materials. An eligible stockholder is one who at the time of submission of the proposal is the record or beneficial owner of at least 1% or $1,000 in market value of securities entitled to be voted at the 2001 Annual Meeting of Stockholders, who has held such securities for at least one year and who shall continue to own such securities through the date on which the meeting is held. ANNUAL REPORT Concurrently with this Proxy Statement the Company is providing to each stockholder a copy of its Annual Report to Stockholders, which consists of its Annual Report on Form 10-K filed with the Securities and Exchange Commission. If for any reason a stockholder does not receive the accompanying Annual Report, the Company will provide any such stockholder a copy (without charge) upon the stockholder's written request. Requests should be directed to: Westminster Capital, Inc., Attn: Shareholders Relations, 9665 Wilshire Boulevard, Suite M-10, Beverly Hills, California 90212. By order of the Board of Directors, Keenan Behrle Corporate Secretary Beverly Hills, California April 19, 2000 PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. If your shares are held in the name of a brokerage firm, bank nominee or other institution, only it can execute the proxy. Accordingly, please contact the person responsible for your account and give instructions regarding the execution of the enclosed consent. 12 DETACH HERE PROXY WESTMINSTER CAPITAL, INC. The undersigned hereby appoints William Belzberg and Keenan Behrle, and either of them acting alone, with full power of substitution and revocation, as proxies of the undersigned to vote all shares of Common Stock of Westminster Capital, Inc. (the "Company") which the undersigned is entitled to vote at the 2000 Annual Meeting of Stockholders of the Company to be held on May 18, 2000, or at any adjournment or postponement thereof, upon the matters referred to on the reverse side of this Proxy, and, in their discretion, upon any other business that may come before the meeting. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED ON THE REVERSE SIDE. IMPORTANT - PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. - ------------ ------------ SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE SIDE - ------------ _ ------------ /X/PLEASE MARK VOTES AS IN THIS EXAMPLE. THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE ELECTION OF ALL OF THE NOMINEES LISTED BELOW. 1. Election of Directors NOMINEES: (01) Keenan Behrle, (02) Hyman Belzberg, (03) Samuel Belzberg, (04) William Belzberg, (05) Bruno DiSpirito, (06) Barbara C. George, (07) Monty Hall and (08) Lester Ziffren FOR WITHHELD ALL FROM ALL NOMINEES / / / / NOMINEES / /_______________________________________ For all nominees except as noted above MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / / If the total number of votes indicated above exceeds the number of votes the undersigned is entitled to cast, the undersigned's votes shall be divided as equally as possible among the nominees indicated by the undersigned. (Please date this Proxy and sign EXACTLY as your name appears on this card. Joint owners should each sign. Attorneys-in-fact, executors, trustees, guardians or corporate officers should give full title. This Proxy shall be valid and may be voted, however, regardless of the form of signature.) Signature:________________ Date:_______ Signature:________________ Date:_______ -----END PRIVACY-ENHANCED MESSAGE-----