---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q/A



(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2002



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number 1-4923



---



WESTMINSTER CAPITAL,
INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 95-2157201                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



9665
Wilshire Boulevard, Suite M-10, Beverly Hills, CA 90212

(Address of principal executive office including zip code)



310 278-1930

(Registrants Telephone Number, Including Area Code)





(Former name, former address
and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  x    NO ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  YES ̈NO  x



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable
date.    5,058,429



---



---

PART IFINANCIAL INFORMATION



The Form 10-Q of Westminster Capital, Inc. and Subsidiaries for the quarter
and nine months ended September 30, 2002 is being amended for: (a) a correction to the language used in the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and (b) to remove the Section 302 certifications from the Exhibits,
namely Exhibits 99-3 and 99-4, and instead include them as part of the Form 10-Q directly below the signature page, and (c) to update Part I, Item 1 Financial StatementsNotes 5, 11 and 12 and Item 2Managements Discussion and
Analysis of Financial Condition and Results of Operations under Liquidity and Capital Resources and Part II, Item 1Legal Proceedings for events subsequent to November 14, 2002 to the date of this filing.



Changes (a) and (b) are being made at the request of the Securities and
Exchange Commission to comply with the exact requirements of Rule 13a-14 of the Sarbanes-Oxley Act.



Changes described in (c) are being made to update the Form 10-Q for events that have taken place since the original filing on November 14, 2002.



These changes have no impact to net income or earnings per share.



2



---

|ITEM 1. |  | FINANCIAL STATEMENTS
|------- |  | --------------------



WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF

SEPTEMBER 30, 2002 AND DECEMBER 31,
2001

(UNAUDITED)



|                                                                                                                                                                          |  | September 30,2002 |             |   | December 31,2001 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ---------------- | -
|ASSETS                                                                                                                                                                    |  |                   |             |   |                  |  
|Cash and cash equivalents                                                                                                                                                 |  | $                 | 6,575,000   |   |                  | $
|Securities available-for-sale, at fair value, includes restricted securities of
$4,278,000 and $0 at September 30, 2002 and December 31, 2002, respectively               |  |                   | 9,646,000   |   |                  |  
|Accounts receivable net of reserve of $343,000 and $324,000 at September 30, 2002 and
December 31, 2002, respectively                                                     |  |                   | 3,899,000   |   |                  |  
|Loans receivable, net                                                                                                                                                     |  |                   | 4,100,000   |   |                  |  
|Investment in limited partnerships that invest in securities                                                                                                              |  |                   | 582,000     |   |                  |  
|Other investments                                                                                                                                                         |  |                   | 0           |   |                  |  
|Accrued interest receivable                                                                                                                                               |  |                   | 72,000      |   |                  |  
|Inventories                                                                                                                                                               |  |                   | 1,312,000   |   |                  |  
|Property and equipment, net                                                                                                                                               |  |                   | 4,460,000   |   |                  |  
|Real estate acquired through foreclosure                                                                                                                                  |  |                   | 3,677,000   |   |                  |  
|Goodwill, net                                                                                                                                                             |  |                   | 5,529,000   |   |                  |  
|Other assets                                                                                                                                                              |  |                   | 661,000     |   |                  |  
|                                                                                                                                                                          |  |                   |             |   |                  |  
|Total Assets                                                                                                                                                              |  | $                 | 40,513,000  |   |                  | $
|                                                                                                                                                                          |  |                   |             |   |                  |  
|                                                                                                                                                                         
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                      |  |                   |             |   |                  |  
|Liabilities:                                                                                                                                                              |  |                   |             |   |                  |  
|Accounts payable                                                                                                                                                          |  |                   | 3,271,000   |   |                  |  
|Accrued expenses                                                                                                                                                          |  |                   | 1,475,000   |   |                  |  
|Due to sellers                                                                                                                                                            |  |                   | 0           |   |                  |  
|Other borrowings                                                                                                                                                          |  |                   | 6,149,000   |   |                  |  
|Income taxes                                                                                                                                                              |  |                   | 770,000     |   |                  |  
|Minority interests                                                                                                                                                        |  |                   | 811,000     |   |                  |  
|                                                                                                                                                                          |  |                   |             |   |                  |  
|Total Liabilities                                                                                                                                                         |  |                   | 12,476,000  |   |                  |  
|                                                                                                                                                                          |  |                   |             |   |                  |  
|                                                                                                                                                                         
|Commitments and Contingencies                                                                                                                                             |  |                   |             |   |                  |  
|                                                                                                                                                                         
|Shareholders Equity:                                                                                                                                                     |  |                   |             |   |                  |  
|Common stock, $1 par value: 30,000,000 shares authorized, 5,059,000 and 8,125,000
shares issued and outstanding at September 30, 2002 and December 31, 2001, respectively |  |                   | 5,059,000   |   |                  |  
|Capital in excess of par value                                                                                                                                            |  |                   | 50,704,000  |   |                  |  
|Accumulated deficit                                                                                                                                                       |  |                   | (27,725,000 | ) |                  |  
|Accumulated other comprehensive loss                                                                                                                                      |  |                   | (1,000      | ) |                  |  
|                                                                                                                                                                          |  |                   |             |   |                  |  
|Total Shareholders Equity                                                                                                                                                |  |                   | 28,037,000  |   |                  |  
|                                                                                                                                                                          |  |                   |             |   |                  |  
|Total Liabilities and Shareholders Equity                                                                                                                                |  | $                 | 40,513,000  |   |                  | $
|                                                                                                                                                                          |  |                   |             |   |                  |  



See
accompanying notes to consolidated financial statements.



3



---

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)



|                                                                                       |  | Nine months ended September 30, 2002 |            |   | Nine months ended September 30, 2001 |   |            | Three months ended September 30, 2002 |  |   | Three months ended September 30, 2001 |  
|-------------------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------------------------------ | - | ---------- | ------------------------------------- |  | - | ------------------------------------- | -
|Revenues:                                                                              |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Sales to packaging customers                                                           |  | $                                    | 12,670,000 |   |                                      | $ | 12,231,000 |                                       |  | $ | 4,442,000                             |  
|Equipment rental and sales                                                             |  |                                      | 4,699,000  |   |                                      |   | 6,224,000  |                                       |  |   | 1,407,000                             |  
|Group purchasing revenues                                                              |  |                                      | 438,000    |   |                                      |   | 766,000    |                                       |  |   | 157,000                               |  
|Finance and secured lending revenues, net                                              |  |                                      | (100,000   | ) |                                      |   | 1,236,000  |                                       |  |   | (117,000                              | )
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Total revenues                                                                         |  |                                      | 17,707,000 |   |                                      |   | 20,457,000 |                                       |  |   | 5,889,000                             |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Costs and expenses:                                                                    |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Cost of salespackaging                                                                |  |                                      | 8,135,000  |   |                                      |   | 7,756,000  |                                       |  |   | 2,711,000                             |  
|Cost of salesequipment rental and sales                                               |  |                                      | 3,252,000  |   |                                      |   | 4,002,000  |                                       |  |   | 1,085,000                             |  
|Selling, general and administrative                                                    |  |                                      | 8,938,000  |   |                                      |   | 7,824,000  |                                       |  |   | 2,516,000                             |  
|Depreciation and amortization                                                          |  |                                      | 273,000    |   |                                      |   | 3,726,000  |                                       |  |   | 110,000                               |  
|Interest expense                                                                       |  |                                      | 111,000    |   |                                      |   | 241,000    |                                       |  |   | 41,000                                |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Total expenses                                                                         |  |                                      | 20,709,000 |   |                                      |   | 23,549,000 |                                       |  |   | 6,463,000                             |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Loss from continuing operations before income taxes and minority
interests             |  |                                      | (3,002,000 | ) |                                      |   | (3,092,000 | )                                     |  |   | (574,000                              | )
|Income tax benefit (provision)                                                         |  |                                      | 1,344,000  |   |                                      |   | (424,000   | )                                     |  |   | 298,000                               |  
|Minority interests                                                                     |  |                                      | 15,000     |   |                                      |   | 96,000     |                                       |  |   | 14,000                                |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Loss from continuing operations before cumulative effect of accounting
change          |  |                                      | (1,643,000 | ) |                                      |   | (3,420,000 | )                                     |  |   | (262,000                              | )
|Discontinued operations                                                                |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Income from operations                                                                 |  |                                      | 197,000    |   |                                      |   | 28,000     |                                       |  |   | 88,000                                |  
|Income tax benefit (provision)                                                         |  |                                      | 287,000    |   |                                      |   | (12,000    | )                                     |  |   | 333,000                               |  
|Cumulative effect of accounting change, net of income taxes                            |  |                                      | 0          |   |                                      |   | 317,000    |                                       |  |   | 0                                     |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Net (loss) income                                                                      |  | $                                    | (1,159,000 | ) |                                      | $ | (3,087,000 | )                                     |  | $ | 159,000                               |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Net (Loss) Income Per Common Share:                                                    |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Basic and Diluted:                                                                     |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|(Loss) Income from continuing operations before cumulative effect of accounting
change |  | $                                    | (0.26      | ) |                                      | $ | (0.42      | )                                     |  | $ | (0.05                                 | )
|Income from discontinued operations                                                    |  |                                      | .08        |   |                                      |   |           |                                       |  |   | .08                                   |  
|Cumulative effect of accounting change                                                 |  |                                      |           |   |                                      |   | .04        |                                       |  |   |                                      |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Net (loss) income                                                                      |  | $                                    | (0.18      | ) |                                      | $ | (0.38      | )                                     |  | $ | 0.03                                  |  
|                                                                                       |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Weighted Average Shares Outstanding                                                    |  |                                      |            |   |                                      |   |            |                                       |  |   |                                       |  
|Basic                                                                                  |  |                                      | 6,420,000  |   |                                      |   | 8,125,000  |                                       |  |   | 5,059,000                             |  
|Diluted                                                                                |  |                                      | 6,420,000  |   |                                      |   | 8,125,000  |                                       |  |   | 5,059,000                             |  



See
accompanying notes to consolidated financial statements.



4



---

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                          |  | Nine months ended September 30, 2002 |             |   | Nine months ended September 30,
2001 |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------ | ----------- | - | ------------------------------------ | -
|Cash Flows from Operating Activities:                                                     |  |                                      |             |   |                                      |  
|Net loss                                                                                  |  | $                                    | (1,159,000  | ) |                                      | $
|Cumulative effect of accounting change                                                    |  |                                      | 0           |   |                                      |  
|Adjustments to reconcile net loss to net cash (used in) provided by operating
activities: |  |                                      |             |   |                                      |  
|Provisions for loan losses (recoveries) and doubtful receivables, net                     |  |                                      | (137,000    | ) |                                      |  
|Loss from investment write-downs                                                          |  |                                      | 150,000     |   |                                      |  
|Depreciation, amortization, and accretion, net                                            |  |                                      | 1,284,000   |   |                                      |  
|Loss on sales of securities available-for-sale                                            |  |                                      | 47,000      |   |                                      |  
|Decrease (increase) in value of derivative instruments                                    |  |                                      | 64,000      |   |                                      |  
|Disposal of rental equipment                                                              |  |                                      | 203,000     |   |                                      |  
|Net change in deferred income taxes                                                       |  |                                      | (1,019,000  | ) |                                      |  
|Unrealized losses on limited partnerships that invest in securities                       |  |                                      | 225,000     |   |                                      |  
|Gain from equity investment                                                               |  |                                      | 0           |   |                                      |  
|Change in assets and liabilities:                                                         |  |                                      |             |   |                                      |  
|Increase in accounts receivable                                                           |  |                                      | (227,000    | ) |                                      |  
|Decrease in accrued interest receivable                                                   |  |                                      | 59,000      |   |                                      |  
|Net change in current income taxes                                                        |  |                                      | (81,000     | ) |                                      |  
|Increase (decrease) in other assets                                                       |  |                                      | (123,000    | ) |                                      |  
|Increase in inventories                                                                   |  |                                      | (1,174,000  | ) |                                      |  
|Increase (decrease) in accounts payable                                                   |  |                                      | 1,604,000   |   |                                      |  
|Decrease in accrued expenses                                                              |  |                                      | (418,000    | ) |                                      |  
|Net change in minority interests                                                          |  |                                      | (23,000     | ) |                                      |  
|                                                                                          |  |                                      |             |   |                                      |  
|Net cash (used in) provided by operating activities                                       |  |                                      | (725,000    | ) |                                      |  
|                                                                                          |  |                                      |             |   |                                      |  
|                                                                                         
|Cash Flows from Investing Activities:                                                     |  |                                      |             |   |                                      |  
|Purchase of securities                                                                    |  |                                      | (70,881,000 | ) |                                      |  
|Proceeds from sales of maturities of securities                                           |  |                                      | 67,726,000  |   |                                      |  
|Purchases of property and equipment                                                       |  |                                      | (1,404,000  | ) |                                      |  
|Loan originations                                                                         |  |                                      | (4,275,000  | ) |                                      |  
|Proceeds from sale of limited partnership interest                                        |  |                                      | 1,239,000   |   |                                      |  
|Principal collected on loan receivables                                                   |  |                                      | 964,000     |   |                                      |  
|Proceeds from sale of real estate acquired on foreclosure                                 |  |                                      | 577,000     |   |                                      |  
|Net cash (used in) provided by investing activities                                       |  |                                      | (6,054,000  | ) |                                      |  
|                                                                                          |  |                                      |             |   |                                      |  
|                                                                                         
|Cash Flows from Financing Activities:                                                     |  |                                      |             |   |                                      |  
|Repurchase of common stock                                                                |  |                                      | (8,585,000  | ) |                                      |  
|Seller financing repayments                                                               |  |                                      | (510,000    | ) |                                      |  
|Installment and bank debt proceeds                                                        |  |                                      | 4,873,000   |   |                                      |  
|Repayment of installment debt and capital lease obligations                               |  |                                      | (1,371,000  | ) |                                      |  
|                                                                                          |  |                                      |             |   |                                      |  
|Net cash used in financing activities                                                     |  |                                      | (5,593,000  | ) |                                      |  
|                                                                                          |  |                                      |             |   |                                      |  
|Net change in cash and cash equivalents                                                   |  |                                      | (12,372,000 | ) |                                      |  
|Cash and cash equivalents, beginning of period                                            |  |                                      | 18,947,000  |   |                                      |  
|                                                                                          |  |                                      |             |   |                                      |  
|Cash and cash equivalents, end of period                                                  |  | $                                    | 6,575,000   |   |                                      | $
|                                                                                          |  |                                      |             |   |                                      |  



See
accompanying notes to consolidated financial statements.



5



---

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)



|                                                                                 |  | Nine months ended September 30, 2002 |            |   | Nine months ended September 30, 2001 |  
|-------------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------------------------------ | -
|Net loss                                                                         |  | $                                    | (1,159,000 | ) |                                      | $
|                                                                                 |  |                                      |            |   |                                      |  
|Other comprehensive income (loss), net of tax:                                   |  |                                      |            |   |                                      |  
|                                                                                
|Unrealized gains (losses) on securities:                                         |  |                                      |            |   |                                      |  
|Unrealized holding (losses) arising during period, net                           |  |                                      | (10,000    | ) |                                      |  
|Less: reclassification adjustment for losses (gains) included in net (loss),
net |  |                                      | 20,000     |   |                                      |  
|                                                                                 |  |                                      |            |   |                                      |  
|Other comprehensive income (loss)                                                |  |                                      | 10,000     |   |                                      |  
|                                                                                 |  |                                      |            |   |                                      |  
|Comprehensive loss                                                               |  | $                                    | (1,149,000 | ) |                                      | $
|                                                                                 |  |                                      |            |   |                                      |  



See
accompanying notes to consolidated financial statements.



6



---

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002



1.    BASIS OF PRESENTATION



In the opinion of Westminster Capital, Inc. and consolidated entities (the Corporation), the accompanying unaudited consolidated financial
statements, prepared from the Corporations books and records, contain all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of the Corporations financial condition as of September 30, 2002 and
December 31, 2001, and the results of operations, cash flows and comprehensive income for the three and nine-month periods ended September 30, 2002 and 2001.



The consolidated financial statements include the accounts of Westminster Capital, Inc. and its subsidiaries, including a 100% interest in Westland
Associates, Inc. (Westland), an 80% interest in One Source Industries, LLC (One Source), a 70% interest in Physician Advantage, LLC (Physician Advantage) and a 74% interest in Logic Technology Group, Inc., dba
Matrix Visual Solutions (Matrix) from February 3, 2002 and a 68% interest in Matrix from acquisition on November 11, 1999 to February 2, 2002.



In April 2002, the Corporation repurchased 2,966,178 shares of its common stock, $1 par value for an aggregate consideration of $8,585,298 under two
separate transactions  (see Note 11).



Physician Advantage
ceased operations in October 2002. At September 30, 2002, Physician Advantage was considered a discontinued operation under accounting principles generally accepted in the United States of America. As such, the financial statements as of and for the
period ended September 30, 2002 reflect the operations as a discontinued operation. The 2001 statements of consolidated income, cash flows, and related notes to the consolidated financial statements have been restated to conform to the discontinued
operations presentation(see Note 8).



The accompanying
unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary to present the financial position, results of operations,
statements of cash flows and statements of comprehensive income in conformity with accounting principles generally accepted in the United States of America. The material set forth below under the heading Managements Discussion and
Analysis of Financial Condition and Results of Operations is written with the presumption that the users of the interim financial statements have read or have access to the most recent report on Form 10-K for the year ended December 31, 2001,
which contains the latest audited consolidated financial statements and notes thereto, together with Managements Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2001 and for the year then ended.



7



---



2.    SECURITIES AVAILABLE-FOR-SALE



Securities available-for-sale are carried at estimated fair value. The amortized cost and estimated fair value of securities available for sale at September 30, 2002 and December 31, 2001 are as follows (dollars in thousands):



|                                      |  | Amortized Cost |       | Gross Unrealized Gains |   | Gross Unrealized Losses |  |   | Estimated Fair Value
|------------------------------------- |  | -------------- | ----- | ---------------------- | - | ----------------------- |  | - | --------------------
|September 30, 2002:                   |  |                |       |                        |   |                         |  |   |                     
|U.S. Treasury and Agency Securities   |  |                |       |                        |   |                         |  |   |                     
|Unrestricted balances                 |  | $              | 3,129 |                        | $ | 22                      |  | $ |                    
|Restricted balances                   |  |                | 4,275 |                        |   | 3                       |  |   |                     
|Corporate Bonds and Equity Securities |  |                | 2,244 |                        |   | 3                       |  |   | (30                 
|                                      |  |                |       |                        |   |                         |  |   |                     
|Total                                 |  | $              | 9,648 |                        | $ | 28                      |  | $ | (30                 
|                                      |  |                |       |                        |   |                         |  |   |                     
|December 31, 2001:                    |  |                |       |                        |   |                         |  |   |                     
|U.S. Treasury and Agency              |  |                |       |                        |   |                         |  |   |                     
|Securities                            |  | $              | 6,055 |                        | $ | 8                       |  | $ |                    
|Equity Securities                     |  |                | 550   |                        |   |                        |  |   | (27                 
|                                      |  |                |       |                        |   |                         |  |   |                     
|Total                                 |  | $              | 6,605 |                        | $ | 8                       |  | $ | (27                 
|                                      |  |                |       |                        |   |                         |  |   |                     



Maturities of U.S.
Treasury and Agency Securities were as follows at September 30, 2002 (dollars in thousands):



|                                     |  | Amortized Cost |       | Fair Value
|------------------------------------ |  | -------------- | ----- | ----------
|Due within one year                  |  | $              | 7,404 |           
|Due after one year throughfive years |  |                |      |           
|                                     |  |                |       |           
|                                     |  | $              | 7,404 |           
|                                     |  |                |       |           



At September 30, 2002,
certain U.S. Treasury investments with a fair market value of $4,278,000 were held at a financial institution in Canada as security for a margin loan owed by the Corporation  (see Note 5).



3.    LOANS RECEIVABLE



The Corporations loans receivable outstanding at September 30, 2002 and
December 31, 2001 were comprised of the following (dollars in thousands):



|                                                           |  | September 30, 2002 |       | December 31, 2001
|---------------------------------------------------------- |  | ------------------ | ----- | -----------------
|Loans, net of loan fees,secured by trustdeeds or mortgages |  | $                  | 4,100 |                  
|Loans secured by othercollateral                           |  |                    |       |                  
|                                                           |  |                    |       |                  
|Total                                                      |  | $                  | 4,100 |                  
|                                                           |  |                    |       |                  



8



---



On July 17, 2002, the
Corporation purchased for $1,350,000 ($2,004,000 Canadian) a 31% interest in a promissory note in the principal amount of $6,500,000 Canadian secured by a first mortgage on approximately 256 acres of land zoned for industrial development located in
Alberta, Canada (Secured Loan) from Paragon Capital Corporation Limited (Paragon), an Alberta, Canada loan broker, in connection with the acquisition of the Secured Loan from the original lender. The Secured Loan accrues
interest at 12% per annum, with accrued interest and principal due at payoff. The Secured Loan was in default at the time of loan purchase and foreclosure proceedings have commenced.



On September 27, 2002, the Corporation purchased for $2,925,000 ($4,500,000 Canadian) a 36% interest in a promissory note
with an outstanding balance of $12,500,000 Canadian secured by first mortgages on 188 condominium units located in Calgary, Alberta, Canada, an assignment of rents, sales proceeds from the condominiums, and a personal guarantee from a shareholder of
the borrower. The Corporation purchased the interest in the loan from Paragon in connection with the purchase of the loan from the original lender and restructuring of terms of the loan with the borrower by Paragon. The loan accrues interest at 14%
per annum, compounded monthly with interest payable monthly and principal due on April 1, 2003, with one six-month renewal option upon payment of a 2.5% renewal fee and provided the loan has not been in default.



The Corporation deposited $4,275,000 in U.S. dollars into an account at a
Canadian financial institution, which have been invested in U.S Treasuries, and has used these funds and the U.S. Treasuries to secure a margin loan in Canadian dollars to fund the loans described above(see Note 5).



9



---

4.    GOODWILL



The Corporations investments in operating businesses include purchased goodwill recorded as follows (dollars in
thousands):



|                        |  | Purchasedgoodwill |        | Accumulatedamortizationat 1/1/02 |   |        | Amortizationfor nine monthsended 9/30/02 |  |   | Otheradjustments |   |  | Netunamortizedcost at 9/30/02 
|----------------------- |  | ----------------- | ------ | -------------------------------- | - | ------ | ---------------------------------------- |  | - | ---------------- | - |  | ------------------------------
|September 30, 2002:     |  |                   |        |                                  |   |        |                                          |  |   |                  |   |  |                               
|One Source Industries   |  | $                 | 6,335  |                                  | $ | (806   | )                                        |  | $ |                 |   |  | $                             
|                        |  |                   |        |                                  |   |        |                                          |  |   |                  |   |  |                               
|Total                   |  | $                 | 6,335  |                                  | $ | (806   | )                                        |  | $ |                 |   |  | $                             
|                        |  |                   |        |                                  |   |        |                                          |  |   |                  |   |  |                               
|                       
|                        |  | Purchasedgoodwill |        | Accumulatedamortizationat 1/1/01 |   |        | Amortizationfor 12 monthsended 12/31/01  |  |   | Otheradjustments |   |  | NetUnamortizedcost at 12/31/01
|December 31, 2001:      |  |                   |        |                                  |   |        |                                          |  |   |                  |   |  |                               
|One Source Industries   |  | $                 | 6,335  |                                  | $ | (509   | )                                        |  | $ | (297             | ) |  | $                             
|Matrix Visual Solutions |  |                   | 3,411  |                                  |   | (189   | )                                        |  |   | (3,222           | ) |  |                               
|Westland Associates     |  |                   | 888    |                                  |   | (277   | )                                        |  |   | (611             | ) |  |                               
|Touch Controls          |  |                   | 456    |                                  |   | (92    | )                                        |  |   | (34              | ) |  |                               
|                        |  |                   |        |                                  |   |        |                                          |  |   |                  |   |  |                               
|Total                   |  | $                 | 11,090 |                                  | $ | (1,067 | )                                        |  | $ | (4,164           | ) |  | $                             
|                        |  |                   |        |                                  |   |        |                                          |  |   |                  |   |  |                               



Effective January 1,
2002, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 141 and SFAS No. 142 relating to the treatment of purchased goodwill and other intangibles. In accordance with SFAS No. 142, accounting for
goodwill has been changed from an amortization approach to an impairment-only approach. Accordingly, amortization of goodwill, including goodwill recorded in past business combinations, has ceased effective January 1, 2002.



The Corporation has completed the transitional fair value based impairment
test and determined that as of January 1, 2002, none of the recorded goodwill was impaired. SFAS No. 142 requires that intangible assets that do not meet the criteria for recognition apart from goodwill be reclassified and that intangibles with
indefinite lives cease to be amortized in favor of periodic impairment testing. The Corporation determined that as of January 1, 2002, no change was necessary to the classification and useful lives of identifiable intangible assets.



Had the Corporation adopted SFAS No. 142 in the three and nine-month period
ended September 30, 2001, reported net loss would have been decreased to the pro forma amounts indicated below (dollars in thousands, except per share date):



|                                                                              |  | Three monthsendedSeptember 30,2001 |        |   | Nine monthsendedSeptember 30,2001 |  
|----------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | --------------------------------- | -
|Loss from continuing operations before cumulative effect of accounting
change |  |                                    |        |   |                                   |  
|As Reported                                                                   |  | $                                  | (3,690 | ) |                                   | $
|Pro Forma                                                                     |  |                                    | (3,603 | ) |                                   |  
|Net loss                                                                      |  |                                    |        |   |                                   |  
|As Reported                                                                   |  |                                    | (3,680 | ) |                                   |  
|Pro Forma                                                                     |  |                                    | (3,593 | ) |                                   |  
|Net loss per share, basic and fully diluted                                   |  |                                    |        |   |                                   |  
|As Reported                                                                   |  |                                    | (0.45  | ) |                                   |  
|Pro Forma                                                                     |  |                                    | (0.44  | ) |                                   |  



10



---

5.    OTHER BORROWINGS



Other borrowings consisted of the following at September 30, 2002 and
December 30, 2001 (dollars in thousands):



|                                                |  | September 30,2002 |       | December 31,2001
|----------------------------------------------- |  | ----------------- | ----- | ----------------
|Bank lines of credit                            |  | $                 | 1,434 |                 
|Margin bank loan                                |  |                   | 4,109 |                 
|Notes Payable and capitalized lease obligations |  |                   | 606   |                 
|                                                |  |                   |       |                 
|                                                |  | $                 | 6,149 |                 
|                                                |  |                   |       |                 



At September 30, 2002,
other borrowings included bank credit facilities comprised of a line of credit provided to Matrix and a line of credit provided to One Source. A revolving line of credit for working capital purposes previously provided to Matrix of $500,000 with
accrued interest at the prime rate plus 1% matured in July 2002. There was no amount outstanding on this line of credit when it matured.



The line of credit for equipment purchases provided to Matrix in the nominal amount of $2,200,000 was established in April 2000, has a maturity date of
April 2005, required monthly payments of interest only through March 2001, and thereafter amortizes in 48 equal monthly payments of principal plus accrued interest computed at the prime rate (4.75% per annum at September 30, 2002). At September 30,
2002, the outstanding principal balance on the equipment line of credit was $1,304,000.



The assets of Matrix serve as collateral for the outstanding line of credit. Under the credit facility, Matrix is required to meet two covenants, one of which was not in compliance at September 30, 2002. Matrix is seeking a
waiver for this non-compliance for the quarter ended September 30, 2002. If the bank does not grant a waiver for the non-compliance the loan could be declared in default, which may, among other possible consequences, result in the commencement of
foreclosure proceedings against assets of Matrix and in an increase in the interest rate on the loan from prime to the default rate of prime plus 5% per annum.



The line of credit provided to One Source in the nominal amount of $1,000,000 had an outstanding balance of $130,000 at September 30, 2002. The maximum
amount outstanding on this line was $180,000 during the year to date period ended September 30, 2002. This credit facility has since been renewed for a credit limit of $500,000.



The margin loan of $4,109,000 ($6,518,000 Canadian) was established to fund interests in two real estate mortgage loans
purchased in Canada(see Note 3). This loan facility accrues interest at the Bank of Canada prime rate minus 1⁄2% (4% per annum at September 30, 2002), and is secured by U.S. Treasury investments of $4,278,000 held at the same institution.
The amount outstanding under this margin facility includes accrued interest of $9,000 through September 30, 2002.



11



---

6.    INCOME TAXES



For the nine months ended September 30, 2002, the tax benefit includes a
$333,000 benefit related to the carryback of a net operating loss incurred by Matrix in 2001. This benefit arose upon enactment of the Job Creation and Worker Assistance Act of 2002 on March 9, 2002.



On April 12, 2002, the Corporation received a report from the Internal Revenue
Service (IRS) proposing an increase in tax for the 1998 tax year of $2,872,075 plus interest. The Corporation believes it has paid the proper amount of tax and has therefore filed an appeal of this finding with the IRS. However, there
can be no assurances as to the ultimate outcome of such appeal, which could result in future tax payments relating to prior periods of approximately $4 million, inclusive of estimated interest that would apply. Management believes that they have
sufficient reserves established to cover any tax and related interest that may result from final resolution of the proposed changes.



7.    SUPPLEMENTAL CASH FLOW INFORMATION



|                                                                                     |  | Nine monthsendedSeptember 30,2002 |         |   | Nine monthsendedSeptember 30,2001 |  
|------------------------------------------------------------------------------------ |  | --------------------------------- | ------- | - | --------------------------------- | -
|Supplemental schedule of cash flow information:                                      |  |                                   |         |   |                                   |  
|Interest paid                                                                        |  | $                                 | 111,000 |   |                                   | $
|                                                                                     |  |                                   |         |   |                                   |  
|Income taxes (received) paid                                                         |  | $                                 | (5,000  | ) |                                   | $
|                                                                                     |  |                                   |         |   |                                   |  
|Supplemental schedule of non-cash investing and financing activities:                |  |                                   |         |   |                                   |  
|Issuance of Note Receivables on the sale of real estate acquired through
foreclosure |  | $                                 | 675,000 |   |                                   | $
|                                                                                     |  |                                   |         |   |                                   |  
|Real estate acquired through foreclosure                                             |  | $                                 |        |   |                                   | $
|                                                                                     |  |                                   |         |   |                                   |  
|Unrealized gains (losses) on securities available-for-sale                           |  | $                                 | 17,000  |   |                                   | $
|                                                                                     |  |                                   |         |   |                                   |  



12



---

8.    DISCONTINUED OPERATIONS



On June 14, 2002, Physician Advantage received notice from Broadlane, a
subsidiary of Tenet Healthcare, Inc., of its election not to renew the contract scheduled to expire on September 29, 2002, pursuant to which Physician Advantage provided customer management services for Tenets program for medical and surgical
supply sales to physicians. Revenues generated under the contract represented substantially all of Physician Advantages revenues. Physician Advantage believes the terms of the contract provide for continuing payment to it of fees derived from
purchases made by physicians in the program prior to the September 2002 expiration of the contract. Tenet has advised Physician Advantage that it disputes this interpretation of the contract.



Accordingly, the operations of Physician Advantage have ceased and the results
of the operations for this business are reported as a discontinued operation for all periods presented. The 2001 statements of consolidated income, cash flows, and related notes to consolidated financial statements have been restated to conform to
the discontinued operations presentation.



The discontinued
operations earned net income for the nine months and three months ended September 30, 2002 of $484,000 and $421,000, respectively, net of income taxes and minority interests. This net income from the discontinued operation includes tax benefits
related to the unamortized goodwill for tax purposes at the date of business discontinuation of approximately $370,000 for both the three and nine months ended September 31, 2002.



13



---

9. SEGMENT INFORMATION



Revenues, gross profit and other financial data for continuing operations of the Corporations industry
segments for the three and nine months ended September 30, 2002 and 2001 are set forth below. Substantially all revenues are earned in the United States of America (dollars in thousands).



|                                               |  | Point-of-purchase display and packaging |        | Equipment rentals and sales |   |        | Group purchasing services |  |   | Finance and secured lending (3) |   |  | Reportable segment totals |       
|---------------------------------------------- |  | --------------------------------------- | ------ | --------------------------- | - | ------ | ------------------------- |  | - | ------------------------------- | - |  | ------------------------- | ------
|Nine months ended September 30                 |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|2002                                           |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Revenues                                       |  | $                                       | 12,670 |                             | $ | 4,699  |                           |  | $ | 438                             |   |  | $                         | (100  
|Gross profit                                   |  |                                         | 4,535  |                             |   | 1,447  |                           |  |   | 438                             |   |  |                           | (100  
|Selling, general and administrative (4)        |  |                                         | 4,221  |                             |   | 1,958  |                           |  |   | 672                             |   |  |                           | 2,087 
|Depreciation, amortization, accretion, net (1) |  |                                         | 184    |                             |   | 55     |                           |  |   | 27                              |   |  |                           | 7     
|Interest expense                               |  |                                         | 30     |                             |   | 68     |                           |  |   | 4                               |   |  |                           | 9     
|Income (loss) before income taxes (2)          |  |                                         | 100    |                             |   | (634   | )                         |  |   | (265                            | ) |  |                           | (2,203
|Capital expenditures                           |  |                                         | 1,141  |                             |   | 263    |                           |  |   |                                |   |  |                           |      
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Total assets                                   |  | $                                       | 11,475 |                             | $ | 3,586  |                           |  | $ | 518                             |   |  | $                         | 24,730
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|2001                                           |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Revenues                                       |  | $                                       | 12,231 |                             | $ | 6,224  |                           |  | $ | 766                             |   |  | $                         | 1,236 
|Gross profit                                   |  |                                         | 4,475  |                             |   | 2,222  |                           |  |   | 766                             |   |  |                           | 1,236 
|Selling, general and administrative            |  |                                         | 2,641  |                             |   | 2,909  |                           |  |   | 730                             |   |  |                           | 1,544 
|Depreciation, amortization, accretion, net (1) |  |                                         | 335    |                             |   | 3,270  |                           |  |   | 81                              |   |  |                           | 40    
|Interest expense                               |  |                                         | 41     |                             |   | 190    |                           |  |   | 10                              |   |  |                           | 0     
|Income (loss) before income taxes (2)          |  |                                         | 1,458  |                             |   | (4,147 | )                         |  |   | (55                             | ) |  |                           | (348  
|Capital expenditures                           |  |                                         | 251    |                             |   | 545    |                           |  |   |                                |   |  |                           | 2     
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Total assets                                   |  | $                                       | 10,196 |                             | $ | 5,252  |                           |  | $ | 1,158                           |   |  | $                         | 31,383
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Three months ended September 30                |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|2002                                           |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Revenues                                       |  | $                                       | 4,442  |                             | $ | 1,407  |                           |  | $ | 157                             |   |  | $                         | (117  
|Gross profit                                   |  |                                         | 1,731  |                             |   | 322    |                           |  |   | 157                             |   |  |                           | (117  
|Selling, general and administrative            |  |                                         | 1,352  |                             |   | 571    |                           |  |   | 208                             |   |  |                           | 385   
|Depreciation, amortization, accretion, net (1) |  |                                         | 81     |                             |   | 18     |                           |  |   | 9                               |   |  |                           | 2     
|Interest expense                               |  |                                         | 12     |                             |   | 19     |                           |  |   | 1                               |   |  |                           | 9     
|Income (loss) before income taxes (2)          |  |                                         | 286    |                             |   | (286   | )                         |  |   | (61                             | ) |  |                           | (513  
|Capital expenditures                           |  |                                         | 237    |                             |   | 5      |                           |  |   |                                |   |  |                           |      
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Total assets                                   |  | $                                       | 11,475 |                             | $ | 3,586  |                           |  | $ | 518                             |   |  | $                         | 24,730
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|2001                                           |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Revenues                                       |  | $                                       | 5,004  |                             | $ | 1,506  |                           |  | $ | 279                             |   |  | $                         | 123   
|Gross profit                                   |  |                                         | 1,682  |                             |   | 270    |                           |  |   | 279                             |   |  |                           | 123   
|Selling, general and administrative            |  |                                         | 996    |                             |   | 1,234  |                           |  |   | 240                             |   |  |                           | 500   
|Depreciation, amortization, accretion, net (1) |  |                                         | 115    |                             |   | 3,125  |                           |  |   | 27                              |   |  |                           | 9     
|Interest expense                               |  |                                         | 14     |                             |   | 53     |                           |  |   | 2                               |   |  |                           | 0     
|Income (loss) before income taxes (2)          |  |                                         | 557    |                             |   | (4,142 | )                         |  |   | 10                              |   |  |                           | (386  
|Capital expenditures                           |  |                                         | 36     |                             |   | (54    | )                         |  |   |                                |   |  |                           |      
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       
|Total assets                                   |  | $                                       | 10,196 |                             | $ | 5,252  |                           |  | $ | 1,158                           |   |  | $                         | 31,383
|                                               |  |                                         |        |                             |   |        |                           |  |   |                                 |   |  |                           |       

---

|(1) |  | Excludes depreciation and amortization charges to cost of sales.
|--- |  | ----------------------------------------------------------------

|(2) |  | Income (loss) before taxes represents income before taxes and minority interests.
|--- |  | ---------------------------------------------------------------------------------

|(3) |  | Finance and secured lending includes corporate activities.
|--- |  | ----------------------------------------------------------

|(4) |  | Includes in the Finance and secured lending segment tender offer expenses of $628,000 for the nine months ended September 30, 2002see Managements
Discussion and Analysis of Financial Conditions and Results of Operation.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



---



10.    NET INCOME PER COMMON SHARE



Net income per common share is computed in accordance with SFAS No. 128, Earnings Per Share, and is calculated on the basis of the weighted average number of common shares outstanding during each period plus the additional
dilutive effect of common stock equivalents. The dilutive effect of outstanding stock options is calculated using the treasury stock method. Under the treasury stock method, there were no common stock equivalents for any of the periods presented,
due to the exercise price of the options being above the average fair market value of the common stock for all periods.



11.    REPURCHASE OF COMMON STOCK



On April 16, 2002, the Corporation repurchased 1,372,748 shares of its common stock, $1 par value, from Gibralt Capital Corporation, an entity controlled
by Samuel Belzberg, and 100,000 shares from MDB Capital, an entity controlled by Samuel Belzbergs adult son, for a price of $2.80 per share or $4,123,694.



On April 18, 2002, the Corporation offered to purchase for cash any and all outstanding shares of its common stock, $1 par
value, for $2.80 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the offer to purchase. This tender offer resulted in the repurchase of 1,593,430 shares for an aggregate
consideration of $4,461,604 during May and June 2002.



The
Corporation has 5,058,429 shares of common stock outstanding after the various stock repurchases described above, of which approximately 3,970,644 or 78.5% currently are owned by William Belzberg, chairman of the board of directors and chief
executive officer of the Corporation; Hyman Belzberg, a director of the Corporation; and Keenan Behrle, a director and executive vice president of the Corporation. William Belzberg, Hyman Belzberg and Keenan Behrle did not tender any of their shares
pursuant to the offer.



On April 22, 2002, the Corporation was
notified of a complaint filed against it and each member of the Corporations board of directors in the Delaware Court of Chancery for New Castle County, by a shareholder of the Corporation. The lawsuit was filed in response to the
Corporations tender offer to purchase any and all outstanding shares of its common stock at a price of $2.80 per share. The plaintiff brought this action individually and as a purported class action on behalf of all shareholders of the
Corporation. The complaint, as subsequently amended, alleges that the Corporation and the members of the Corporations board of directors have breached their fiduciary duties to the Corporations shareholders. Specifically the complaint
alleges: (a) Westminster shareholders were being denied the opportunity to make a fully informed judgment on a major corporate transaction in which they had to select among their options to hold or tender their stock; (b) the tender offer was
structured in such a way that it was coercive; and (c) the tender offer benefited the fiduciaries at the expense of Westminsters public shareholders.



The complaint sought, among other things, preliminary and permanent injunctive relief prohibiting the Corporation from proceeding and implementing the
tender offer and, if the tender offer was completed, an order rescinding the tender offer and awarding damages to the purported class. On May 8, 2002, the Delaware Court of Chancery denied the motion for expedited proceedings filed by the plaintiff
and



15



---



refused to schedule a hearing
on the plaintiffs motion for a preliminary injunction, which sought to enjoin the Companys tender offer. The litigation is still pending.



The Corporation and the other defendants have reached a proposed settlement with the litigants in this matter, which has been submitted to the court for
approval. A hearing on the proposed settlement has been set for March 7, 2003  (see Note 12).



12.    SUBSEQUENT EVENTS



On October 30, 2002, the Corporation renewed its lease for the corporate offices under a new five- year lease beginning November 1, 2002 and expiring October 31, 2007 at prevailing market rates. Other
terms and provisions of the lease are similar to the expired lease.



On October 31, 2002, the real estate acquired through foreclosure on September 6, 2001 with a carrying value of $3,667,000 was sold for $4,500,000, before closing costs of $252,000. The purchase price consisted of $500,000 in cash
and a promissory note in the principal amount of $4,000,000, which is secured by a first trust deed on the property. The promissory note accrues interest at 71⁄2% per annum, payable monthly, with principal payable $300,000 on or before January 1,
2003, $200,000 on or before April 1, 2003 and the balance on or before September 30, 2004. Of the payment due on January 1, 2003, $200,000 has been received to date and $100,000 is overdue. The Corporation will record a gain from this transaction of
approximately $581,000 after closing costs during the fourth quarter ending December 31, 2002.



On January 7, 2003, a Stipulation of Settlement was filed with the Delaware Court of Chancery setting forth terms of a proposed settlement regarding the lawsuit filed in connection with the tender
offer by Westminster to purchase any and all of its common stock at $2.80 per share.



The Offer was made upon the terms and conditions set forth in the Offer to Purchase dated April 18, 2002 and related Letter of Transmittal. The purpose of the Offer was to provide the holders of Westminsters common
stock with liquidity for their shares at a price that the board of directors, based on the unanimous recommendation of a special committee consisting of independent members of the board of directors, had determined to be fair to Westminsters
shareholders, other than William Belzberg, Hyman Belzberg, Keenan Behrle and certain other shareholders who advised Westminster that they did not intend to tender their shares pursuant to the Offer.



On April 19, 2002, Barry Blank, on behalf of himself and other similarly
situated shareholders, filed a complaint in the Delaware Court of Chancery against Westminster and its directors in connection with the Offer, alleging, among other things, that the Offer was unfair. Although the plaintiff requested that the Offer
be enjoined pending the outcome of the lawsuit, the Court denied the plaintiffs request to schedule a preliminary injunction hearing and the Offer was closed without resolving the lawsuit. The parties to the lawsuit have engaged in settlement
discussions over the past several months. As a result of these discussions, the parties have reached a proposed settlement whereby all class members will receive $3.00 per share of Westminster common stock (less a pro rata share of attorneys
fees) (the SETTLEMENT).



If the Delaware Court of
Chancery enters an Order of Final Judgment approving the Settlement, the Settlement will be consummated as follows: (i) Westminster will pay each shareholder that tendered common stock in the Offer an additional $0.20 per share (less a pro rata



16



---

share of attorneys fees); (ii) Westminster will purchase the common stock owned by Barry Blank,
which is represented to be approximately 349,300 shares, for $3.00 per share (less a pro rata share of attorneys fees); and (iii) William Belzberg, Hyman Belzberg, Greggory Belzberg and Keenan Behrle (CONTINUING SHAREHOLDERS) will
contribute their shares of common stock to a new company which will then own in excess of 90% of Westminsters outstanding common stock and the new company will then merge with and into Westminster, and each of the shareholders of Westminster
will be entitled to receive $3.00 per share for their shares of common stock (less a pro rata share of attorneys fees) and the shareholders of the new company (i.e. the Continuing Shareholders) will receive shares of stock of Westminster. Upon
completion of the foregoing merger, Westminster will be privately held by the Continuing Shareholders. If any of Westminsters shareholders entitled to receive cash for their shares in the merger object to the price, they may exercise appraisal
rights as provided under the Delaware General Corporation Law.



17



---



|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|------- |  | -------------------------------------------------------------------------------------



This
report contains forward-looking statements regarding various aspects of Westminsters business and affairs, including statements about the adequacy of collateral for loans in default and the future cash needs of the Corporation. The words
expect, estimate, believe and similar expressions and variations are intended to identify forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. The actual
results could differ materially from those discussed in the forward-looking statements. Statements about future earnings and revenues and the adequacy of cash resources for future needs are uncertain because of the unpredictability of future events
affecting such statements. Statements about the adequacy of real estate collateral involve predictions as to what a buyer will be willing to pay for the property in the future, which cannot be known with certainty. Readers are cautioned not to put
undue reliance on such forward-looking statements. Westminster undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Managements discussion and analysis of financial
condition and results of operations discusses the Corporations consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual amounts could
differ from those estimated under different assumptions or conditions. Managements beliefs regarding significant accounting policies have not changed significantly from those disclosed in Item 7 of the Corporations Annual Report on Form
10-K for the year ended December 31, 2001.



RESULTS OF
OPERATIONS



For the Three Months Ended September 30,
2002 and 2001



Revenues



Our revenues decreased by $1,023,000 or 15% from $6,912,000
for the quarter ended September 30, 2001 to $5,889,000 for the quarter ended September 30, 2002. Revenues were lower in all business segments.



Revenues reported under Sales to packaging customers in the Consolidated Statements of Operations, reflecting the operations
of One Source, decreased 11% during the quarter ended September 30, 2002, compared to the third quarter of the prior year. This decrease is due to decreases in sales of temporary packaging displays and other point-of-purchase packaging products
resulting from both a slowdown in its customers product shipments and loss of orders from its customers related to lower retail demand. These declines were partially offset by new business generated largely as a result of business expansion
initiatives that occurred in early 2002 with the hiring of certain employees and the purchase of certain assets from a permanent point-of-purchase display and fulfillment business.



18



---



Revenues
reported under Equipment rental and sales in the Consolidated Statements of Operations, representing the operations of Matrix, decreased 7% during the quarter ended September 30, 2002, compared to the third quarter of the prior year,
reflecting a proportionate decline in equipment rentals and product sales, due in large measure to increased competition and the general economic slowdown in business including conventions, trade shows and other events.



Group purchasing revenues reflect the operations
of Westland. Prior year results have been restated to reflect Physician Advantage as a discontinued operation. Revenues of Westland represented by gross sales less cost of sales, reported on a net basis, declined by 44% due to the loss of
Westlands largest vendor in September 2001.



Finance and secured lending revenues for 2002 experienced a net decline of $240,000 compared to the third quarter of 2001 due mainly to a decline in interest on securities available-for-sale due to lower average invested funds and
lower interest rates, a decline in interest on loans because the principal amount on loans outstanding was less and an increase in recorded losses from derivative instruments because of declines in market prices of securities for which the
Corporation holds warrants to purchase.



Gross Profit



Our gross profit decreased by $261,000 or
11% from $2,354,000 for the quarter ended September 30, 2001 to $2,093,000 for the quarter ended September 30, 2002.



Gross profit generated by One Source was $1,731,000 in 2002, compared to $1,682,000 in 2001. Gross profit as a percentage of revenues
increased from 33.6% for the quarter ended September 30, 2001 to 38.9% for the current quarter ended September 30, 2002. This increase in margin is mainly due to improved margins on display packaging products.



Gross profit generated by Matrix was $322,000 in 2002,
compared to $270,000 in 2001. Gross profit as a percentage of revenues increased to 22.8% for the third quarter ended September 30, 2002, from 17.9% for the third quarter of 2001. This improvement in margin was due mainly to lower indirect operating
expenses charged to cost of sales. Indirect operating expenses charged to cost of sales was $410,000 in 2002 compared to $585,000 in 2001, and includes losses from damaged or missing rental equipment of $30,000 in 2002 compared to $157,000 in 2001.
Depreciation charged to cost of sales was $288,000 in 2002, compared to $311,000 in 2001.



Group purchasing revenues and finance and secured lending revenues are net revenues earned from group purchasing services and finance and secured lending activities, respectively, and as such,
represent the gross profits earned by these business segments.



Selling, General and Administrative Expenses



Selling, general and administrative expenses decreased by $454,000 from $2,970,000 for the quarter ended September 30, 2001 to $2,516,000 for the quarter ended September 30, 2002.



Selling, general and administrative expenses for One Source
were $1,352,000 for the quarter ended September 30, 2002, compared to $996,000 for the quarter ended September 30, 2001. The increase in expense is largely attributable to the increased overhead associated with the acquisition of



19



---

certain assets and the hiring of certain employees of a permanent point-of-purchase display and
fulfillment business in January 2002, as well as increased payroll costs attributable to additions to senior management of One Source.



Selling, general and administrative expenses for Matrix were $571,000 for the quarter ended September 30, 2002, compared to $1,234,000 for
the quarter ended September 30, 2001. Reductions in overhead made in response to a lower level of business activity, particularly payroll, advertising and promotions and a decline of $242,000 in bad debt expense in 2002 compared to 2001, were
significant factors contributing to this decline.



Selling, general and administrative expenses for the group-purchasing segment were $208,000 for the quarter ended September 30, 2002, compared to $240,000 for the quarter ended September 30, 2001. This reduction in expense is due to
lower payroll and marketing costs during the current quarter attributable to various cost cutting initiatives.



Selling, general and administrative expenses for the finance and secured lending segment were $385,000 for the quarter ended September 30,
2002, compared to $500,000 for the quarter ended September 30, 2001. Lower professional fees in the current quarter, and loan recovery expenses incurred in the prior year comparable quarter, account for most of this reduction in expense.



Depreciation and Amortization



Depreciation and amortization decreased from $3,276,000 for
the quarter ended September 30, 2001 to $110,000 for the quarter ended September 30, 2002. Beginning January 1, 2002, under SFAS No. 142, accounting for goodwill has changed from an amortization approach to an impairment-only approach. For the
quarter ended September 30, 2001, depreciation and amortization consisted of amortization of goodwill of $150,000, an impairment write-down for Matrix of $3,094,000 and depreciation of $32,000.



Income Tax



An income tax benefit of $298,000 was recorded for the three
months ended September 30, 2002. This benefit represents a combined federal and state effective tax rate of 51.9%. The benefit is higher than the expected statutory rate due to permanent differences between book income and taxable income.



In 2001, an income tax benefit of $35,000 was
recorded, representing a 1% effective tax rate. In 2001, the effective rate of benefit is lower than the statutory tax rate due to permanent tax differences between book income and taxable income resulting from non-deductible goodwill write-downs
and other non-deductible costs.



20



---



Minority Interests



The minority interests share in the
net loss for the quarter ended September 30, 2002 of $14,000 consists of a share of the net loss attributable to the minority shareholder of Matrix of $48,000, offset by the share of net income attributable to the minority shareholder of One Source
of $34,000.



In the quarter ended September 30,
2001, the minority interests share in the net losses was $236,000, comprised of the share of net losses attributable to the minority shareholder of Matrix of $311,000, partially offset by the minority interest share in the net income of One
Source of $75,000.



Discontinued Operations



On June 14, 2002, Physician Advantage received notice from
Broadlane, a subsidiary of Tenet Healthcare, Inc., of its election not to renew the contract scheduled to expire on September 29, 2002. Accordingly, the operations of Physician Advantage have ceased and the results of the operations for this
business are reported as a discontinued operation for all periods presented. The 2001 statements of consolidated income, cash flows, and related notes to consolidated financial statements have been restated to conform to the discontinued operations
presentation.



The discontinued operations earned
net income for the three months ended September 30, 2002 of $421,000. This includes net income from operations of $51,000, net of an income tax charge on operations of $37,000, and an income tax benefit related to a permanent difference in the tax
basis of the business of $370,000.



Net (Loss) Income



During the quarter ended September 30,
2002, we realized net income of $159,000 compared to a net loss of $3,680,000 for the quarter ended September 30, 2001. Basic earnings (loss) per share were $0.03 in 2002 versus $(0.45) in 2001. Basic (loss) per share from continuing operations
before the cumulative effect of accounting change were $(0.05) in 2002 versus $(0.45) in 2001.



For the Nine Months Ended September 30, 2002 and 2001



Revenues



Our revenues decreased by $2,750,000 or 13.4% from $20,457,000 for the nine months ended September 30, 2001 to $17,707,000 for the nine
months ended September 30, 2002. Revenues decreased due to declines of $1,525,000 from equipment rental and sales, $1,336,000 from finance and secured lending, and $328,000 from group-purchasing activities, offset by increased revenues of $439,000
from sales to packaging customers.



Revenues of
One Source, reported under Sales to packaging customers in the Consolidated Statements of Income, were $12,670,000 during the nine months ended September 30, 2002, compared to $12,231,000 during the nine months ended September 30, 2001,
reflecting a net increase of 3.6%. This increase was due to $5,677,000 in new business produced largely as a result of business expansion initiatives that occurred in early 2002 with the hiring of certain employees and



21



---

the purchase of certain assets from a permanent point-of-purchase display and fulfillment business. This
increase offset decreases in sales of temporary packaging displays and other point-of-purchase packaging products historically sold by One Source. The decrease in sales in the historic product lines resulted from both a slowdown in its
customers product shipments and loss of orders from its customers related to lower retail demand.



Revenues of Matrix, reported under Equipment rental and sales in the Consolidated Statements of Income, were $4,699,000 during
the nine months ended September 30, 2002, compared to $6,224,000 during the nine months ended September 30, 2001. Revenues decreased by $1,525,000 or 24.5% due to the general economic slowdown, more competitive pricing, and the cancellation of
tradeshows, conventions and conferences that occurred beginning in the third quarter of 2001.



Group purchasing revenues reflects the operations of Westland. Prior year results have been restated to reflect Physician Advantage as a discontinued operation. Revenues of Westland
represented by gross sales less cost of sales, reported on a net basis, declined by 43% due to the loss of Westlands largest vendor in September 2001.



Finance and secured lending revenues for 2002 experienced a net decline of $1,336,000, compared to 2001, due mainly to a decline in
interest on securities available-for-sale due to lower average invested funds and lower interest rates, a decline in interest on loans because the principal amount of loans outstanding was less, an increase in unrealized losses on limited
partnerships that invest in securities because of stock market declines and an increase in recorded losses from securities available for sale due to a permanent impairment write-down on an equity investment.



Gross Profit



Our gross profit decreased by $2,379,000 or 27% from
$8,699,000 for the nine months ended September 30, 2001 to $6,320,000 for the nine months ended September 30, 2002.



Gross profit generated by One Source was $4,535,000 in 2002, compared to $4,475,000 in 2001. Gross profit as a percentage of revenues
decreased from 36.6% for the nine months of 2001 to 35.8% for the current nine months ended September 30, 2002. This decline was mainly due to transitional costs incurred in connection with the acquisition of certain assets and hiring of certain
employees of a permanent point-of-purchase display and fulfillment business, which costs lowered the margin on the initial projects from that business. Gross profit was also lower on the sale of clamshells due to the lower volume of revenues
available to absorb fixed overhead costs included in cost of sales.



Gross profit generated by Matrix was $1,447,000 in 2002, compared to $2,222,000 in 2001. Gross profit as a percentage of revenues decreased to 30.8% for the first nine months of 2002, from 35.7% for the nine months ended
September 30, 2001. This decline was mainly due to the lower volume of revenues available to absorb fixed overhead costs included in cost of sales, most notably depreciation. Depreciation charged to cost of sales was $843,000 in 2002, compared to
$917,000 in 2001.



Group purchasing revenues and
finance and secured lending revenues are net revenues earned from group purchasing services and finance and secured lending activities, respectively, and as such, represent the gross profits earned by these business segments.



22



---



Selling,
General and Administrative Expenses



Selling, general and administrative expenses increased by $1,114,000 from $7,824,000, for the nine months ended September 30, 2001, to $8,938,000 for the nine months ended September 30, 2002.



Selling, general and administrative expenses for One Source
were $4,221,000 for the nine months ended September 30, 2002, compared to $2,641,000 for the nine months ended September 30, 2001. The increase in expense is largely attributable to the increased overhead associated with the acquisition of certain
assets and the hiring of certain employees of a permanent point-of-purchase display and fulfillment business in January 2002, as well as increased payroll costs attributable to additions to senior management of One Source.



Selling, general and administrative expenses for Matrix were
$1,958,000 for the nine months ended September 30, 2002, compared to $2,909,000 for the nine months ended September 30, 2001. Reductions in overhead made in response to a lower level of business activity, particularly payroll, advertising and
promotions and a decline of $230,000 in bad debt expense in 2002 compared to 2001, were significant factors contributing to this decline.



Selling, general and administrative expenses for the group-purchasing segment were $672,000 for the nine months ended September 30, 2002,
compared to $730,000 for the nine months ended September 30, 2001. This reduction in expense is due to lower payroll and marketing costs during the current nine months attributable to various cost cutting initiatives.



Selling, general and administrative expenses for the finance
and secured lending segment were $2,087,000 for the nine months ended September 30, 2002, compared to $1,236,000 for the nine months ended September 30, 2001. The increase reflects business and consulting expenses related to the tender offer of
$628,000 and income tax audit costs of $207,000. No costs were incurred for these expense categories in the first nine months of 2001.



Depreciation and Amortization



Depreciation and amortization decreased from $3,726,000 for the nine months ended September 30, 2001 to $273,000 for the nine months ended
September 30, 2002. Beginning January 1, 2002, under SFAS No. 142, accounting for goodwill has changed from an amortization approach to an impairment-only approach. For the nine months ended September 30, 2001, depreciation and amortization included
amortization of goodwill of $451,000 and an impairment write-down for Matrix of $3,094,000 and depreciation of $269,000.



Income Tax



An income tax benefit of $1,344,000 was recorded for 2002. This benefit represents a combined federal and state effective tax rate of
44.8%. In 2002, the effective rate of benefit is higher than the statutory rate primarily due to tax benefits related to the carryback of a net operating loss incurred by Matrix in 2001. This benefit arose upon enactment of the Job Creation and
Worker Assistance Act of 2002 on March 9, 2002. Excluding these prior period benefits, the effective tax benefit rate is 30.6%. This effective tax rate is lower than the statutory rate due to permanent tax differences resulting from non-deductible
tender offer expenses.



23



---



In 2001, an
income tax provision of $424,000 was recorded. In 2001, the effective tax rate was higher than the statutory tax rate due to permanent tax differences as a result of non-deductible costs.



Minority Interests



For the nine months ended September 30, 2002, the minority interests reflect net losses attributable to
minority shareholders of $15,000. This net benefit is comprised of the minority interest share in the net losses of Matrix of $27,000, partially offset by the minority interest share in net income attributable to the shareholders of One Source of
$12,000.



For the nine months ended September 30,
2001, the minority interests reflect net losses attributable to minority shareholders of $96,000. This net benefit is comprised of the minority interest share in the net losses of Matrix of $297,000, partially offset by the minority interest share
in net income attributable to the shareholders of One Source of $201,000.



Discontinued Operations



On June 14, 2002, Physician Advantage received notice from Broadlane, a subsidiary of Tenet Healthcare, Inc., of its election not to renew the contract scheduled to expire on September 29, 2002. Accordingly, the operations of
Physician Advantage have ceased and the results of the operations for this business are reported as a discontinued operation for all periods presented. The 2001 statements of consolidated income, cash flows, and related notes to consolidated
financial statements have been restated to conform to the discontinued operations presentation.



The discontinued operations earned net income for the nine months ended September 30, 2002 of $484,000. This includes net income from operations of $114,000, net of an income tax charge on operations
of $37,000, and an income tax benefit related to the permanent difference in the tax basis of the business of $370,000.



Cumulative Effect of Accounting Change



The adoption of SFAS No. 133 resulted in a $317,000 cumulative effect transition adjustment to net income relating to stock warrants which
under SFAS No. 133 qualify as derivatives. This one-time adjustment to net income as of January 1, 2001, represents the appreciated value of these warrants at December 31, 2000, which appreciation was previously excluded from the measurement of net
income, but was instead included in the measure of comprehensive income. The cumulative effect transition adjustment is shown as a cumulative effect accounting change net of income taxes in the Consolidated Statements of Income.



Net Income



During the nine months ended September 30, 2002, we incurred
a net loss of $1,159,000 compared to net loss of $3,087,000 for the nine months ended September 30, 2001. Basic earnings (loss) per share were $(0.18) and $(0.38) for the nine months ended September 30, 2002 and 2001, respectively. In 2002, basic
earnings (loss) per share were $(0.26) from continuing operations and



24



---

$0.08 from discontinued operations. In 2001, basic earnings per share were $(0.42) from continuing
operations and $0.04 from the cumulative effect of accounting change.



FINANCIAL CONDITION



Loans Receivable and Past Due Loans



Westminster originates and, from time to time, purchases loans that are secured by real estate, personal property or other collateral. Loan originations occur as opportunities arise which management believes to be attractive after
considering the proposed terms including yield, duration, collateral coverage and credit-worthiness of the borrower. As a result, the volume of loans originated may vary from period to period and new loan originations may not occur in every
reporting period.



Westminsters loans
receivable were $4,100,000 at September 30, 2002 and $289,000 at December 31, 2001. Loans secured by real estate of $4,775,000 were advanced during the nine months ended September 30, 2002. During the nine months two outstanding loans totaling
$964,000 were repaid in full.



Borrowings



At September 30, 2002, $6,149,000 was owed
under various debt agreements, of which $4,109,000, including accrued interest of $9,000 represents amounts borrowed under a margin loan and $1,304,000 represents amounts owed by Matrix under a line of credit facility.



The margin loan of $4,100,000 ($6,504,000 Canadian) was
established to fund two real estate mortgage loans made by Westminster to borrowers in Canada(see Note 3). This loan facility accrues interest at 4% per annum and is secured by U.S. Treasury investments of $4,278,000 held at the same
institution. The amount outstanding under this margin facility includes accrued interest of $9,000 through September 30, 2002.



The Matrix credit facility requires Matrix to meet two covenants, one of which was not in compliance at September 30, 2002. Matrix is
seeking a waiver for this non-compliance for the quarter ended September 30, 2002. If the bank does not grant a waiver for the non-compliance the loan could be declared in default, which may, among other possible consequences, result in the
commencement of foreclosure proceedings against assets of Matrix and in an increase in the interest rate on the loan from prime to the default rate of prime plus 5% per annum.



Other borrowings include various capitalized leases and other debt owed by the various subsidiaries of the
Corporation.



LIQUIDITY AND CAPITAL RESOURCES



Westminster held cash and cash equivalents
of $6,575,000, U.S. government and agency securities with a fair value of $7,429,000 and corporate bonds and equity securities of $2,217,000 at September 30, 2002. $4,278,000 of U.S. government and agency securities are being used to secure a margin
loan and are therefore restricted balances. These balances compare to cash and cash equivalents of $18,947,000 and U.S. government and agency securities and equity securities with a



25



---

fair value of $6,586,000 at December 31, 2001. Cash and cash equivalents include investments in commercial
paper (a cash equivalent) in the amount of $4,944,000 at September 30, 2002.



Westminsters uses of cash during the nine months were $8,585,000 for the stock repurchases, $4,275,000 in loan originations and purchases, $3,155,000 for the net purchase of investment securities
(purchases of $70,881,000 net of proceeds from the sale and maturities of $67,726,000). Other significant uses of cash included $1,404,000 in purchases of property and equipment, $1,371,000 in debt repayments and $510,000 in seller financing
payments. Operations consumed $725,000 in cash during the nine months ended September 30, 2002.



Westminsters sources of cash during the nine months included $4,698,000 in borrowings of which $4,275,000 was a margin loan used to fund loan originations noted above, $1,239,000 in proceeds from
the liquidation of limited partnership interests, $964,000 in collections on notes receivable and $577,000 in proceeds from the sale of foreclosed real estate.



On April 12, 2002, Westminster received a report from the Internal Revenue Service (IRS) proposing an increase in tax for the
1998 tax year of $2,872,075. Westminster believes it has paid the proper amount of tax and has therefore filed an appeal of this finding with the IRS. However, there can be no assurances as to the ultimate outcome of such appeal, which could result
in future tax payments relating to prior periods of approximately $4 million, inclusive of estimated interest that would apply. While management believes that they have sufficient reserves established to cover any tax and related interest that may
result from final resolution of the proposed changes, any assessment would have a negative impact on liquidity.



On April 16, 2002, Westminster repurchased 1,372,748 shares of its common stock, $1 par value, from Gibralt Capital Corporation, an entity
controlled by Samuel Belzberg, and 100,000 shares from MDB Capital, an entity controlled by Samuel Belzbergs adult son, for a price of $2.80 per share or $4,123,694 in cash.



On April 18, 2002, Westminster offered to purchase for cash any and all outstanding shares of its common
stock, $1 par value, for $2.80 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the offer to purchase. This tender offer resulted in the repurchase of 1,593,430 shares for an
aggregate consideration of $4,461,604 during May and June 2002.



Westminster has 5,058,429 shares of common stock outstanding after the various stock repurchases described above, of which approximately 3,970,644 or 78.5% currently are owned by William Belzberg, chairman of the board of directors
and chief executive officer of the Corporation; Hyman Belzberg, a director of the Corporation; and Keenan Behrle, a director and executive vice president of the Corporation. William Belzberg, Hyman Belzberg and Keenan Behrle did not tender any of
their shares pursuant to the offer.



On April 19,
2002, an action was filed against Westminster and each member of the Corporations board of directors in the Delaware Court of Chancery for New Castle County, by a shareholder on behalf of all shareholders of the Corporation in response to the
Corporations tender offer to purchase any and all outstanding shares of its common stock at a price of $2.80 per share.



On January 7, 2003, a Stipulation of Settlement was filed with the Delaware Court of Chancery setting forth terms of a proposed settlement
regarding the lawsuit filed in connection with



26



---

the tender offer by Westminster to purchase any and all of its common stock at $2.80 per share. A hearing
on the proposed settlement is scheduled for March 7, 2003. If the Delaware Court of Chancery enters an Order of Final Judgment approving the Settlement, the Settlement is expected to cost Westminster approximately $2,600,000 inclusive of legal
expenses. See Part II, Item 1Legal Proceedings.



Westminster intends to pursue the acquisition of one hundred percent or substantial interests in additional operating businesses. However, no assurances can be given that Westminster will be able to identify attractive opportunities,
or if it does, that it will be able to complete acquisitions on acceptable terms. As Westminster acquires interests in other operating businesses, it intends to liquidate securities available-for-sale as may be necessary to consummate acquisitions.



In the opinion of management, the Corporation
has sufficient cash and liquid assets to fund its growth and operating plans for the foreseeable future.



CONTRACTUAL OBLIGATIONS



There have been no significant increases in the Corporations contractual obligations as of September 30, 2002 from those disclosed in Item 7 of the Corporations 2001 Annual Report on Form
10-K for the year ended December 31, 2001.



MARKET RISK



Westminster is exposed to certain market
risks, which are inherent in the Corporations financial instruments and arise from transactions entered into in the normal course of business. Westminster has not entered into and does not enter into derivative financial instruments for
speculative purposes. A discussion of the Corporations primary market risk disclosure in financial instruments is presented below and should be read in conjunction with the forward-looking statement included herein.



Westminster is subject to interest rate risk on its marketable
securities portfolio and loans receivable. The marketable securities portfolio matures in less than one year. The loan receivable portfolio is comprised of short-term fixed rate loans. The Corporation is subject to equity price risk on its
investments in limited partnerships that invest in securities. At September 30, 2002, these investments represent less than 2% of total assets.



RECENTLY ISSUED ACCOUNTING STANDARDS



STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 143 (SFAS No. 143), Accounting for Asset Retirement Obligations, was
issued by the Financial Accounting Standards Board (FASB) in August 2001. SFAS No. 143 establishes financial accounting and reporting requirements for obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The provisions of SFAS No. 143 apply to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived
asset, except for certain obligations of lessees. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Westminster is currently evaluating the impact that the adoption of this statement will
have on its consolidated financial position or results of operations.



27



---



STATEMENT OF
FINANCIAL ACCOUNTING STANDARDS NO. 145 (SFAS No. 145), Rescission of FASB Statements Numbers 4, 44 and 64, Amendment of FASB No. 13 and Technical Corrections was issued by the FASB in
April            , 2002. SFAS No. 145 rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB
Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers.This Statement amends
FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Westminster has
determined that this statement will have no impact on its consolidated financial position or results of operations.



STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 146 (SFAS No. 146), Accounting for Costs Associated with Exit or Disposal
Activities was issued by the FASB in June 2002. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This statement is effective for exit or disposal activities that are initiated after December
31, 2002, with early application encouraged. Westminster is currently evaluating the impact that the adoption of this statement will have on its consolidated financial position or results of operations.



|ITEM 3. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|------- |  | -----------------------------------------------------------



The
information required by this item is incorporated herein by reference to the section entitled Market Risk in Managements Discussion and Analysis of Financial Condition and Results of Operations (Part 1, Item 2).



|ITEM 4. |  | CONTROLS AND PROCEDURES
|------- |  | -----------------------



Westminster maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the periodic reports filed by Westminster with the Securities and Exchange Commission (the
Commission) is recorded, processed summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to Westminsters management. In
designing and evaluating the disclosure controls and procedures, Westminsters management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



Based on their most recent evaluation, which was completed within 90 days of the filing of this Quarterly
Report on Form 10-Q, Westminsters Chief Executive Officer and Chief Financial Officer believe that the Corporations disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as
amended) are effective. There were not any



28



---

significant changes in internal controls or in other factors that could significantly affect these
internal controls subsequent to the date of their most recent evaluation.



PART IIOTHER INFORMATION



|ITEM 1. |  | LEGAL PROCEEDINGS
|------- |  | -----------------



On
January 7, 2003, a Stipulation of Settlement was filed with the Delaware Court of Chancery setting forth terms of a proposed settlement regarding the lawsuit filed in connection with the tender offer by Westminster to purchase any and all of its
common stock at $2.80 per share (the OFFER).



The Offer was made upon the terms and conditions set forth in the Offer to Purchase dated April 18, 2002 and related Letter of Transmittal. The purpose of the Offer was to provide the holders of Westminsters common stock with
liquidity for their shares at a price that the board of directors, based on the unanimous recommendation of a special committee consisting of independent members of the board of directors, had determined to be fair to Westminsters
shareholders, other than William Belzberg, Hyman Belzberg, Keenan Behrle and certain other shareholders who advised Westminster that they did not intend to tender their shares pursuant to the Offer.



On April 19, 2002, Barry Blank, on behalf of himself and other
similarly situated shareholders, filed a complaint in the Delaware Court of Chancery against Westminster and its directors in connection with the Offer, alleging, among other things, that the Offer was unfair. Although the plaintiff requested that
the Offer be enjoined pending the outcome of the lawsuit, the Court denied the plaintiffs request to schedule a preliminary injunction hearing and the Offer was closed without resolving the lawsuit. The parties to the lawsuit have engaged in
settlement discussions over the past several months. As a result of these discussions, the parties have reached a proposed settlement whereby all class members will receive $3.00 per share of Westminster common stock (less a pro rata share of
attorneys fees) (the SETTLEMENT).



If the Delaware Court of Chancery enters an Order of Final Judgment approving the Settlement, the Settlement will be consummated as follows: (i) Westminster will pay each shareholder that tendered common stock in the Offer an
additional $0.20 per share (less a pro rata share of attorneys fees); (ii) Westminster will purchase the common stock owned by Barry Blank, which is represented to be approximately 349,300 shares, for $3.00 per share (less a pro rata share of
attorneys fees); and (iii) William Belzberg, Hyman Belzberg, Greggory Belzberg and Keenan Behrle (CONTINUING SHAREHOLDERS) will contribute their shares of common stock to a new company which will then own in excess of 90% of
Westminsters outstanding common stock and the new company will then merge with and into Westminster, and each of the shareholders of Westminster will be entitled to receive $3.00 per share for their shares of common stock (less a pro rata
share of attorneys fees) and the shareholders of the new company (i.e. the Continuing Shareholders) will receive shares of stock of Westminster. Upon completion of the foregoing merger, Westminster will be privately held by the Continuing
Shareholders. If any of Westminsters shareholders entitled to receive cash for their shares in the merger object to the price, they may exercise appraisal rights as provided under the Delaware General Corporation Law.



29



---



|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K
|------- |  | --------------------------------



|                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 99-1Certificate of William Belzberg, Chief Executive Officer of Westminster Capital, Inc., pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|                                                                                                                                                              
|Exhibit 99-2Certificate of Rui Guimarais, Chief Financial Officer of Westminster Capital, Inc., pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.   



SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|Dated: February 6, 2003 |  |  |  | WESTMINSTER CAPITAL, INC. (Registrant)
|----------------------- |  |  |  | --------------------------------------
|                       
|                        |  |  |  |                                       
|                        |  |  |  |                                       
|                       
|                        |  |  |  |                                       
|                        |  |  |  |                                       



30



---

CERTIFICATION OF WILLIAM BELZBERG, CHIEF EXECUTIVE OFFICER OF

WESTMINSTER CAPITAL, INC.



This certification is provided pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q/A (the
Form 10-Q/A) for the quarter ended September 30, 2002 of Westminster Capital, Inc. (the Issuer).



I, William Belzberg, the Chief Executive Officer of Issuer, certify:



1.    I have reviewed this quarterly report on Form 10-Q/A for the quarter ended September 30, 2002 of
Westminster Capital, Inc.;



2.    Based on my
knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.    The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



5.    The
registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent
functions):



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



---



| | b) |  | any fraud, whether or not material, that involves management or other employees who have significant role in the registrants internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



6.    The registrants
other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Dated: February 6, 2003



By/s/    William Belzberg

William Belzberg,

Chairman of the Board of

Directors and Chief

Executive Officer

(Principal Executive Officer)



---

CERTIFICATION OF RUI GUIMARAIS, CHIEF FINANCIAL OFFICER OF

WESTMINSTER CAPITAL, INC.



This certification is provided pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q/A (the
Form 10-Q/A) for the quarter ended September 30, 2002 of Westminster Capital, Inc. (the Issuer).



I, Rui Guimarais, the Chief Financial Officer of Issuer, certify:



1.    I have reviewed this quarterly report on Form 10-Q/A for the quarter ended September 30, 2002 of
Westminster Capital, Inc.;



2.    Based on my
knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.    The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:



a)    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;



b)    evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and



c)    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.



5.    The registrants other certifying officers and
I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a)    all significant deficiencies in the
design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal
controls; and



33



---



b)    any fraud, whether or not material, that involves management or other employees who have significant role in the registrants internal controls; and



6.    The registrants other certifying officers and
I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.



Dated: February 6, 2003



By/s/    Rui Guimarais

Rui Guimarais

Chief Financial Officer

(Principal Financial Officer)