<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2000

|_|   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 the Registrant as Specified in its Charter)

            Delaware                                    95-2157201
 (State or Other Jurisdiction of
  Incorporation or Organization)            (I.R.S. Employer Identification No.)

9665 Wilshire Boulevard, M-10, Beverly Hills, California             90212
         (Address of Principal Executive Offices)                  (Zip Code)

       Registrant's Telephone Number, Including Area Code: (310) 278-1930

           Securities registered pursuant to Section 12(b) of the Act:

  (Title of Each Class)              (Name of Each Exchange on which Registered)
  Common Stock,                      American Stock Exchange;
  $1.00 Par Value Per Share          Pacific Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, based upon the closing sale price on the American Stock Exchange of
its common stock on February 28, 2001 was approximately $5,850,000. For purposes
of the foregoing calculation, certain persons that have filed reports on
Schedule 13D with the Securities and Exchange Commission with respect to the
beneficial ownership of more than 5% of the Registrant's outstanding voting
stock and directors and executive officers of the Registrant have been excluded
from the group of stockholders deemed to be nonaffiliates of the Registrant.

The number of shares of common stock, $1.00 par value per share, of the
Registrant outstanding as of February 28, 2001 was 8,124,607.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant's Proxy Statement relating to the
Registrant's Annual Meeting of Shareholders scheduled to be held on May 22, 2001
are incorporated by reference in Part III of this Form 10-K.


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                            WESTMINSTER CAPITAL, INC.
                           ANNUAL REPORT ON FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 2000

                                    CONTENTS

PART I

           ITEM 1.  BUSINESS                                                   3

           ITEM 2.  PROPERTIES                                                 9

           ITEM 3.  LEGAL PROCEEDINGS                                         10

           ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                    HOLDERS                                                   11

PART II

           ITEM 5.  MARKET FOR THE CORPORATION'S COMMON EQUITY AND
                    RELATED STOCKHOLDER MATTERS                               12

           ITEM 6.  SELECTED FINANCIAL DATA                                   13

           ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS             14

           ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
                    MARKET RISK                                               26

           ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               27

           ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                    ON ACCOUNTING AND FINANCIAL DISCLOSURE                    61

PART III

           ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
                    CORPORATION                                               61

           ITEM 11. EXECUTIVE COMPENSATION                                    61

           ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                    AND MANAGEMENT                                            61

           ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS            61

PART IV

           ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                    REPORTS ON FORM 8-K                                       62

Index of Exhibits                                                             65


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                                     PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS.

      Throughout this Annual Report, Westminster Capital, Inc. (the
"Corporation" or "Westminster") makes forward-looking statements regarding
various aspects of its business and affairs, including statements in Item 1 -
"Business" regarding business strategy; statements in Item 3 -"Legal
Proceedings" regarding the merits of claims and defenses in litigation; and
statements in Item 7 -"Management's Discussion and Analysis of Financial
Condition and Results of Operations" about 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. For example, 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. All 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. The Corporation undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof.

ITEM 1. BUSINESS

INTRODUCTION

      We are a diversified holding company operating in four business segments:
(i) point-of-purchase display and packaging, (ii) audio-visual equipment rental
and sales, (iii) group purchasing services and (iv) finance and secured lending.
Our strategy is to acquire a majority or one hundred percent interests in
operating businesses, which we believe have growth potential through internal
growth or through further acquisition.

      Westminster is a Delaware corporation formed in 1959. Our executive
offices are located at 9665 Wilshire Boulevard, Suite M-10, Beverly Hills,
California 90212 and our telephone number is (310) 278-1930.

BUSINESS SEGMENTS

Point-of-Purchase Display and Packaging

One Source

      Our point-of-purchase display and packaging business operates through One
Source Industries, L.L.C. ("One Source"). One Source serves consumer
manufacturers seeking display and packaging solutions that meet requirements of
mass merchandisers and specialty retailers. One Source designs, packs and ships
clamshell packaging for products ranging from sunglasses to ink jet cartridges.
One Source also designs, fabricates, assembles and fulfills point-of-purchase
displays for products ranging from computer software to toys. One Source offers
attractive and


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cost effective solutions to complex packaging and promotional needs, combining
interrelated disciplines of artistic and structural design, display construction
and final production, to provide clamshell packaging and point-of-purchase
displays that offer high impact visual presentation but are easy to assemble,
durable and stable.

      One Source's business is affected by seasonal demand. Clamshell packaging
serves manufacturers whose products are sold year-round but experience sales
increases during the Christmas holiday season. Point-of-purchase displays are
customarily used by consumer product manufacturers for promotional sales that
are tied to special events, co-marketing with entertainment releases or holiday
periods, particularly the Christmas season. Sales of displays are, therefore,
seasonal in nature with the greatest sales activity falling in the third quarter
of the calendar year. One Source does approximately 63% of its current business
with three customers. A loss of any one of these customers would negatively
impact future revenues and profitability. Management of One Source is focused on
diversifying both its customer base and the consumer product lines it packages
so as to reduce seasonality and dependence on a few customers.

      One Source sells its principal products in a highly competitive market and
one that is comprised of many participants. Although no single company is
dominant, One Source does face significant competition in each of the consumer
product segments it serves. One Source's competitors include large vertically
integrated companies as well as numerous smaller companies. In the clamshell
business, One Source is aware of a substantial clamshell competitor based in
Southern California. The market in which One Source competes has historically
been sensitive to price fluctuations brought about by shifts in industry
capacity and other cyclical industry conditions. Other competitive factors
include design, quality and service, with varying emphasis depending on product
line.

      One Source was founded in 1985 as One Source Industries, Inc., converted
to the current business entity in 1998 and became an 80% owned subsidiary of the
Corporation in January 1999. One Source is headquartered in Irvine, California,
has a sales office in Bentonville Arkansas and has production and fulfillment
facilities in Memphis, Tennessee.

Equipment Rental and Sales

Matrix Visual Solutions

      Logic Technology Group, Inc., dba Matrix Visual Solutions ("Matrix") rents
and sells a wide range of audio-visual equipment and provides related
presentation services. Matrix offers high-quality, state-of-the-art audio and
visual equipment and technical support to provide presentation services for
entertainment, corporate and educational events, trade show exhibitions and
hotel and hospitality venues. Matrix' principal business is renting equipment
which contributed approximately 73% of Matrix' revenue for the year ended
December 31, 2000. Approximately 60% of Matrix' rental revenue came from
sub-rental of equipment to other rental and presentation companies. The balance
of Matrix' rental revenues came from rental and technical support to end-users
for staged events, trade show exhibitions and corporate events. In addition,
Matrix sells both new and used audio-visual equipment and for the year ended
December 31, 2000, sales represented 27% of revenues. Matrix does not maintain
an inventory of new equipment for sale and only sells new equipment when a
customer indicates that it wishes to purchase rather than rent. Matrix sells
used equipment as a method of disposing of rental equipment it no longer needs.
Gross margins on the rental of equipment are typically substantially greater
than gross margins on the sale of equipment.


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      The audio-visual rental and presentation services business is seasonal in
nature, fluctuating with the annual calendar of trade shows, corporate meetings
and similar events. These events are generally held in the periods from February
through June and August through mid-November. Matrix rents to a diversified
customer base and does not depend on any single customer for more than 10% of
its revenues. In the opinion of management of Matrix, the industry continues to
grow, reflecting an increasing trend among businesses toward outsourcing of
meetings, events, training and communications.

      Matrix has not been able to obtain reliable data with respect to the size
of the audio-visual rental market or the number and size of its competitors.
Competitive factors in the end-user market include breadth and quality of
equipment, quality of technical support, price and geographic reach. Matrix is
aware of a number of competitors that have greater inventory, more technical
support and broader geographic reach than it has. However, in the experience of
management of Matrix, the business appears to be highly fragmented with no one
participant or small number of participants dominant in the end-user market.
Competition is generally greater among firms that specialize in sub-rental of
equipment within a regional market and that competition is generally based on
price. As a result, increased competition has caused downward pressure on
sub-rental margins. Management of Matrix believes that it competes effectively
in the geographic markets it serves in the sub-rental market.

      Matrix began operations in 1997. Westminster acquired a 68% interest in
Matrix in November 1999. Matrix is based in Santa Ana, California with branch
locations in Dallas, Las Vegas, San Francisco and San Diego. Each facility
houses a wide variety of audio-visual equipment including digital projectors,
screens, plasma displays, microphones, speakers and related presentation
equipment.

Group Purchasing Services

      We have two businesses that offer group purchasing services. Westland
Associates, Inc. ("Westland") provides group purchasing of goods and services
for new car dealers. Physician Advantage, L.L.C. ("Physician Advantage")
provides group purchasing of medical, surgical, pharmaceutical and office
equipment and supplies to health care providers including physicians, surgical
centers and other alternate care facilities.

Westland

      Westland offers group purchasing benefits to car dealerships that enroll
as members with Westland. Westland serves its dealer-members by introducing them
to pre-approved vendors offering a wide spectrum of products and services needed
to operate an auto dealership at the lowest possible prices. Dealers place
orders directly with the vendors or by contacting Westland personnel who then
forward orders to the appropriate vendors. Vendors ship products directly to the
dealers and bill Westland. Westland consolidates multiple vendor invoices for a
dealer into a single invoice and submits it to the dealer. Dealers make payments
to Westland and Westland pays the vendors.

      Westland's revenues are derived from product margins, markups on service
contracts and membership fees. Margins and markups vary by product and are
typically higher for Westland brands. Membership fees consist of an enrollment
fee and monthly fees.


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<PAGE>

      Current dealer-members are located primarily in the western U.S. In March
2001, in an effort to grow its business, Westland entered into a strategic
relationship with Autobytel, Inc., a company that provides new car dealers with
sales leads, to offer membership in Westland's group purchasing program to the
2000 dealers throughout the U.S. currently served by Autobytel, in exchange for
a share of the gross profits generated from sales to those dealers.

      Westland offers products and services from over 70 vendors. These vendors
include major national companies, as well as regional suppliers. Westland
selects its vendors based upon product suitability, quality, dealer support and
satisfaction and price. Westland continuously surveys its members to determine
satisfaction with existing vendors and to assess the need for new products or
services to meet the changing demands of dealer-members.

      To Westland's knowledge, there is no other group purchasing organization
that competes in the regions where Westland concentrates its marketing efforts
or on a national level. State associations of dealers do provide group
purchasing strength for certain items, particularly business forms. There are
also large dealership groups under common ownership that consolidate portions of
their purchasing. In Westland's experience, none of these competitors provide a
significant level of competition. The most significant challenge to the growth
of Westland's business is marketing the program to new geographic regions cost
effectively, given the small gross margins Westland earns from the sale of
products. Strategic marketing relationships, such as the newly established
relationship with Autobytel, permit Westland to overcome this limitation.

      Westland was established in 1954 by a group of new car dealers in Southern
California. Westminster acquired 100% of the common stock of Westland in 1997.
The company is headquartered in Anaheim, California.

Physician Advantage

      Physician Advantage offers group-purchasing services to physicians and
alternate care facilities for medical, surgical and pharmaceutical supplies they
use in their practices. Hospitals have purchased supplies through group
purchasing organizations for many years, but similar opportunities have not been
available to physicians or alternate care facilities. Through strategic
relationships with group purchasing organizations serving hospitals, Physician
Advantage has arranged for group purchasing pricing for physicians and alternate
care facilities. Physician Advantage maintains no inventory but has arranged for
distribution and billing through distributors currently supplying physicians and
alternate care facilities. Physician Advantage markets its program to physicians
and alternate care facilities, administers registration in the program and
tracks transactions between its members and the distributors. Physician
Advantage does not charge a fee to participate in the program. It derives its
revenue by sharing with the group purchasing organizations in rebates paid by
the distributors based on the purchase volume of members. "Physicians'
Advantage" is a registered service mark.


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<PAGE>

      Physician Advantage administers one group purchasing program with a
hospital chain that owns a group purchasing organization. The program is offered
to physicians associated with the hospital chain. In this program, participating
physicians place orders through distributors selected by the hospital chain.
Physician Advantage provides customer relations management and shares with the
hospital chain in rebates from the distributors. During 2000, Physician
Advantage established a second group purchasing program available to physicians
and alternate care facilities not associated with the hospital chain. To
accomplish this, Physician Advantage established relationships with a second
group purchasing organization and additional distributors and identified the new
program as "PhyBuy." Participants in this program can place orders online using
the Company's website, "PhyBuy.com," by fax directed to Physician Advantage, or
by phone directly with a customer service representative at Physician Advantage.
Revenues to PhyBuy result from rebates and other transaction fees paid by the
distributors, which total approximately 5% of sales revenue to PhyBuy members.

      The sale of medical, surgical and pharmaceutical products to healthcare
professionals is intensely competitive and rapidly evolving. Physician Advantage
competes with other intermediaries with business models similar to the
company's, including Internet based selling organizations and traditional
distributors, including the distributors that the company depends on for
distribution to its customers. Since most of the medical, surgical and
pharmaceutical products purchased by healthcare professionals are
well-identified brands, competition is generally based upon service and price.
Management of Physician Advantage believes that it is one of the few companies
currently offering discounted pricing based upon the group-purchasing model as a
principal competitive advantage. However, because Physician Advantage operates
on a gross margin that is a small percentage of sales volume, the company cannot
support an in-field sales force and, therefore, relies on telemarketing and its
website to promote and administer its program. By contrast, most distributors
with which it competes have sales forces that regularly visit physician offices
and alternate care facilities and offer greater service.

      During the year ended December 31, 2000, we recorded a permanent
impairment write-down of the goodwill related to this business. See Notes 1 and
2 of Notes to Consolidated Financial Statements.

      The business was established in September 1996 by Access Managed Care,
Inc. That company was acquired by Physician Advantage as a wholly owned
subsidiary in November 1997. The Corporation provided financing to Physician
Advantage commencing in November 1997 and converted a portion of that debt to a
70% equity ownership interest in May 1999.

Finance and Secured Lending

      Our financing activities include secured loans and equity investments. We
generally make loans that mature in twenty-four months or less. Collateral for
loans may include real and personal property. We also invest in
securities-available-for-sale and limited partnerships that invest in
securities.

Loans

      The Corporation originates and, from time to time, purchases loans that
are generally secured by real estate, personal property or other collateral. In
connection with each loan proposal, we consider the value and quality of the
real estate or other collateral available to


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secure the loan compared to the loan amount requested, the borrower's source of
repayment, the proposed interest rate and repayment terms and the
credit-worthiness of the borrower. We generally hold originated or purchased
loans in our portfolio until maturity or earlier payoff.

      At December 31, 2000, outstanding loans consisted of loans secured by
trust deeds or mortgages in the principal amount of $5,223,500. The amount owed
at December 31, 2000 is comprised of two loans, one in the principal amount of
$4,218,500, which is currently in default and one in the original principal
amount of $1,050,000, which is being repaid pursuant to a recent settlement
agreement (see Item 3 - Legal Proceedings for a description of the current
status of these loans).

Cash and securities available-for-sale

      We hold significant investments in cash and securities available-for-sale.
These securities consist principally of U.S. Government and Agency securities,
but also include investments in commercial paper, publicly traded common and
preferred stocks, warrants, and convertible debentures. Assets identified as
"cash and cash equivalents" consist principally of short-term top-tier
investment grade commercial paper. We do not actively engage in investing in
equity securities, but we may from time to time make investments when
opportunities arise that are consistent with our business objectives. Certain of
the equity securities owned by us were received as additional consideration for
loans made by the Corporation.

Investments in limited partnerships that invest in securities

      We invest in certain limited partnerships that invest in securities. Each
of the partnerships seeks to achieve returns through investments in equity and
debt securities following identified strategies. We invest in limited
partnerships based on their past performance, the past performance of their
general partners, and diversification of identified strategies.

Other investments

      We hold several other investments in privately owned development or early
stage companies. Such individual investments typically do not exceed $250,000,
and represent less than 20% ownership of any such entity.

EMPLOYEES

      As of December 31, 2000, we employed one hundred and thirteen salaried
employees. Three of the Corporation's employees are executive officers of
Westminster.

Employee distribution by industry segment is as follows:

                                                                    Number
      Segment                                                       of employees
      Finance and lending                                                5
      Group purchasing services                                         16
      Point-of-purchasing display and packaging                         23
      Equipment rental and sales                                        69


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ITEM 2. PROPERTIES

      Our executive offices are located at 9665 Wilshire Boulevard, Suite M-10,
Beverly Hills, California 90212, telephone (310) 278-1930. This office
consisting of 2,902 square feet of space is leased for a five-year term ending
in October 2002.

      Point-of-purchasing display and packaging - One Source, our
point-of-purchase display and packaging segment, has its corporate headquarters
at 15215 Alton Parkway, Suite 100, Irvine, California 92618. This office space
consisting of 6,805 square feet is located in a light industrial/office park and
also serves as a sales office and design center. This lease expires in January
2005. A pack-out facility of 52,870 square feet of manufacturing and warehouse
space located in Olive Branch, Mississippi, adjacent to Memphis, Tennessee, is
leased through December 2001. One Source maintains a sales office in
Bentonville, Arkansas.

      Equipment rental and sales - Matrix, our equipment rental and sales
segment, has its corporate office at 2915 S. Daimler Street, Santa Ana,
California 92705. The space, which totals 11,000 square feet, also serves as the
main warehouse. The lease expires in June 2001. The Company also has branch
offices that serve as sales and warehouse facilities in San Francisco, San
Diego, Las Vegas, Nevada and Dallas, Texas. These facilities range in size from
1,625 to 9,818 square feet.

      Group purchasing services - Westland is headquartered in leased office
space of 3,528 square feet in a business park located at 2121 Towne Centre
Place, Suite 110, Anaheim, California 92806, pursuant to a five-year lease
expiring in March 2003. Physician Advantage leases 3,310 square feet of space in
a multi-story office building located at 16633 Ventura Boulevard, Suite 711,
Encino, California 91436, pursuant to a lease expiring in August 2003.

      Finance and secured lending - Our executive offices described above also
serve as the business location for all finance and lending activities.

      We believe our facilities, taken as a whole, are well maintained and are
adequate for our current and foreseeable business needs.


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<PAGE>

ITEM 3. LEGAL PROCEEDINGS

      Westminster Capital, Inc. v. Susan Wagner Trenham. In November 1996,
Westminster made a loan of $1,050,000 to a borrower and took as security for the
loan a mortgage on certain real property, title to which was held by a trust of
which the borrower was trustee. On October 9, 1997, we commenced foreclosure
proceedings on the collateral in the Court of Common Pleas, County of Berkeley,
South Carolina, in the above captioned action, seeking to sell the collateral
and apply the proceeds of sale to pay the principal and unpaid interest on the
loan. In January, 1998, in an action captioned "Joseph Read, et. al. v. Susan
Trenham, et. al.," certain beneficiaries of the trust that holds title to the
collateral filed certain motions and actions seeking to prevent the foreclosure,
alleging that Westminster acted improperly in lending money to the borrower and
accepting as security real property owned by the trust. Westminster agreed to
allow the beneficiaries to intervene in the foreclosure action in exchange for
the beneficiaries' agreement to dismiss the separate case filed by them and to
submit to the jurisdiction of the court hearing the foreclosure case. On January
29, 1999, the court hearing the foreclosure action acted upon certain motions
filed by the parties and denied the borrower's motion to set aside the default
previously entered against her, denied the beneficiaries' motion for a jury
trial and denied Westminster's motion for summary judgment.

      In September, 2000, Westminster, the borrower and the beneficiaries
entered into a Mutual Settlement Agreement pursuant to which the borrower and
the beneficiaries agreed to sell as much of the real property securing the loan
held by Westminster as may be necessary to pay Westminster the sum of $1,250,000
plus interest at the rate of 8 3/4% per annum accruing for the period from
November 30, 2000, until the settlement amount is paid in full. The Mutual
Settlement Agreement additionally provides that if the settlement amount is not
paid in full by June 1, 2001, or if there are not pending sales contracts on
that date that upon closing will pay the settlement amount in full, then the
balance of the real property will be sold at public auction under the direction
of the Court of Common Pleas, County of Berkeley, South Carolina and the auction
proceeds applied to pay the settlement amount.

      Westminster Capital, Inc. v. Richard Rackemann, et. al. The debtor on a
loan in the principal amount of $4,218,500, made by Westminster in December
1999, defaulted in the payment of monthly interest installments on November 1,
2000. The loan is secured by collateral consisting of a first deed of trust on
real property, a pledge of stock and a personal guarantee. Under California law
in order to pursue all of the collateral, Westminster must proceed against the
debtor through a judicial foreclosure proceeding. In order to do so, Westminster
declared the loan in default in November 2000, filed a Notice of Default under
California law, and in December 2000 filed the above captioned action seeking
judicial foreclosure of the collateral. Westminster intends to vigorously pursue
these proceedings to foreclose on the real property and other collateral and, if
necessary, to recover on the guarantee.


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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      NONE

EXECUTIVE OFFICERS OF REGISTRANT

      Pursuant to General Instruction G(3) of Form 10-K, the following
information is included as an unnumbered item in Part I of the Report in lieu of
being included in the Proxy Statement for the Annual Meeting of Stockholders to
be held on May 22, 2001.

      The following table sets forth certain information with respect to the
executive officers of the Corporation:

        Name                         Age             Position
        ----                         ---             --------
        William Belzberg             68              Chairman of the Board
                                                     Chief Executive Officer

        Keenan Behrle                58              Executive Vice President

        Rui Guimarais                40              Chief Financial Officer

      An officer may have their term of office terminated at any time by the
Board of Directors.

      Mr. William Belzberg has served as Chairman of the Board of Directors of
the Corporation since 1977. Mr. Belzberg was also President and Chief Executive
Officer of the Corporation in 1987 and 1988 and has served as Chief Executive
Officer since September 1990.

      Mr. Keenan Behrle has served as Executive Vice President of the
Corporation since February 1997. He also served as Chief Financial Officer of
the Corporation from February 1997 until May 2000. From November 1993 to
February 1997, Mr. Behrle was engaged in real estate development activities for
his own account. From 1991 to November 1993, Mr. Behrle was President and Chief
Executive Officer of Metropolitan Development, Inc., a real estate development
company located in Los Angeles, California. Mr. Behrle has been a director of
the Corporation since 1985.

      Mr. Rui Guimarais has served as Chief Financial Officer of the Corporation
since May 2000. From May 1998 until May 2000 he served as Vice President -
Finance. From February 1993 until he joined the Corporation, Mr. Guimarais was a
Vice President at Showscan Entertainment, Inc. ("Showscan"), a public company.
Mr. Guimarais held several management positions at Showscan including Vice
President of Film and Theatre Operations and Financial Controller and Director
of Theatre Operations. Mr. Guimarais is a Certified Public Accountant and
Chartered Accountant (South Africa).


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                                     PART II

ITEM 5. MARKET FOR THE CORPORATION'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

      The principal market for our common stock is the American Stock Exchange
under the symbol "WI." Our common stock is also traded on the Pacific Stock
Exchange under the symbol "WI." The high and low market prices for Westminster's
Common Stock, as reported in the consolidated transaction reporting system, are
set forth below:

               Fiscal Quarters                       High              Low
               ---------------                       ----              ---
               2000
               Fourth Quarter                        $ 2.27           $ 1.88
               Third Quarter                           2.81             2.06
               Second Quarter                          3.00             2.13
               First Quarter                           3.38             2.50

               1999
               Fourth Quarter                        $ 3.25           $ 2.75
               Third Quarter                           3.63             2.75
               Second Quarter                          3.31             2.63
               First Quarter                           2.81             2.63

      Westminster had 892 holders of record of its common stock as of February
28, 2001.

      We have not paid cash dividends since 1989, and do not presently
anticipate the declaration of cash dividends in the near future, as we intend to
retain all excess cash, if any, resulting from our various operations for future
acquisitions and investments.


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ITEM 6. SELECTED FINANCIAL DATA

                             SELECTED FINANCIAL DATA
                  (dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                           2000         1999         1998         1997        1996
                                          -------      -------      -------      -------      -------
<S>                                       <C>          <C>          <C>          <C>          <C>
      FINANCIAL DATA:
      Total assets                        $53,219      $51,140      $42,597      $34,870      $33,212
         Cash and cash equivalents          6,227        1,406          291        1,738        2,310
         Accounts receivable, net           4,305        3,565          660        1,002          225
         Loans receivable, net              5,224        5,744        9,783        7,081        4,636
         Securities available-
           for-sale                        17,330       21,677       25,982       17,655       22,502
         Property and equipment, net        5,763        3,397          147          710           48
         Goodwill, net                      9,513       11,027          788          881          278
         Total liabilities                 11,362       17,163       10,750        8,902        7,745
         Shareholders' equity              41,857       33,977       31,847       25,968       25,467
                                          ===========================================================

      EARNINGS DATA:
      Total revenues                      $28,278      $19,066      $11,714      $ 4,013      $ 3,706
      Sales to packaging customers         14,043       11,808           --           --           --
      Equipment rental and sales           10,055          601           --           --           --
      Group purchasing revenues             1,568        1,184        1,034          172           --
      Interest income                       1,989        2,313        2,502        2,026        2,228
      Income from continuing
        operations                          6,296        2,325        5,663        1,323        1,486
      Net income                            6,989        2,323        5,827        1,371        1,571
                                          ===========================================================

      PER SHARE DATA:
      Income from continuing
        operations (basic)                $   .78      $   .30      $   .72      $   .17      $   .19
      Income from continuing
        operations (diluted)              $   .78      $   .29      $   .71      $   .17      $   .19
      Book value per share
        (end of period)                   $  5.15      $  4.34      $  4.06      $  3.31      $  3.25
      Weighted average diluted
        shares outstanding                  8,057        7,952        7,928        7,866        7,822
                                          ===========================================================
</TABLE>

Prior year revenues have been restated in accordance with new accounting
standards. See Note 1 of Notes to Consolidated Financial Statements.

During 2000, we sold Global Telecommunications. Accordingly, we have restated
the results of operations to reflect this discontinued operation. See Note 3 of
Notes to Consolidated Financial Statements.

See "Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations," for details regarding acquisitions.


                                       13
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

INTRODUCTION

      This "Management's Discussion and Analysis of Financial Condition and
Results of Operations" should be read in conjunction with our consolidated
financial statements included elsewhere herein. Certain statements we make
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. See "Special Note Regarding
Forward-Looking Statements and Projections" in "Part I" preceding "Item 1."

      "Item 1 - Business" describes the four segments that comprise our business
activities and subsidiary companies through which we operate in certain of those
segments. At December 31, 2000, our principal assets identified by those
segments consisted of the following:

Point-of-purchase display and packaging - One Source's assets include accounts
receivable from customers, machinery and equipment, office furniture and
equipment and other assets, including cash.

Equipment rental and sales - Matrix' assets include accounts receivable from
customers, presentation equipment held for rental, delivery vehicles, office
furniture and equipment and other assets, including cash.

Group purchasing - Group purchasing assets of Westland and Physician Advantage
include accounts receivable from customers, office furniture and equipment and
other assets, including cash.

Finance and secured lending - Assets include securities available-for-sale;
loans which are generally secured by real estate, personal property or other
collateral; limited partnerships that invest in securities; other investments;
and cash and cash equivalents.

SEGMENT REPORTING AND EBITDA PRESENTATION

      Revenues, operating profits and other financial data of our industry
segments for the three years ended December 31, 2000, are set forth in Note 11
of Notes to Consolidated Financial Statements.

      The contributions to consolidated revenues and consolidated EBITDA,
including percentage contributions, by each of our industry segments, are
summarized below. We define EBITDA as earnings before interest, income taxes,
depreciation and amortization. Since all companies do not calculate EBITDA or
similarly titled financial measures in the same manner, such disclosures may not
be comparable with EBITDA as we define it. EBITDA should not be considered as an
alternative to net income or loss as an indicator of our operating performance,
or as an alternative to cash flow as a measure of liquidity or ability to repay
debt, and is not a measure of performance or financial condition under generally
accepted accounting principles in the United States. However, EBITDA does
provide additional information for evaluating our ability to meet our
obligations.


                                       14
<PAGE>

      EBITDA is computed on a basis different from cash flows in accordance with
generally accepted accounting principles. Cash flows in accordance with
generally accepted accounting principles consist of cash flows from (i)
operating, (ii) investing and (iii) financing activities. Cash flows from
operating activities reflect net income or loss (including charges for interest
and taxes not included in EBITDA) adjusted for (i) all non-cash charges or
credits (including, but not limited to depreciation and amortization) and (ii)
changes in operating assets and liabilities (not reflected in EBITDA). For
information regarding our historical cash flows, see the Consolidated Statements
of Cash Flows included elsewhere herein. Our historical results of operations
are discussed below.

      For the year ended December 31, 2000, we generated revenues of $28,278,000
and EBITDA of $3,372,000 before minority interests. Revenues and EBITDA before
minority interests by operating segment, including percentages contributed to
total, are listed below (dollars in thousands):

<TABLE>
<CAPTION>
      SEGMENT                                     REVENUES           %       EBITDA             %
      --------------------------------------------------------------------------------------------
<S>                                                <C>               <C>     <C>                <C>
      Point-of-Purchase display and packaging      $14,043           50      $ 1,541            46
      Equipment rental and sales                    10,055           35        1,359            40
      Group purchasing                               1,568            6         (844)          (25)
      Finance and secured lending                    2,612            9        1,316            39
</TABLE>

PRESENTATION OF FINANCIAL INFORMATION

      On January 31, 2000, we sold Global Telecommunications. The disposition of
this business has been treated as a "discontinued operation" in accordance with
accounting principles generally accepted in the United States. The results of
this transaction are discussed under "discontinued operations" below.

      We completed three acquisitions during 1999. First, on January 11, 1999,
we acquired an 80% interest in One Source. This was followed by an acquisition
of a 70% interest in Physician Advantage on May 18, 1999. Then, on November 22,
1999, we acquired a 68% interest in Matrix. Our operating results reflect the
results of operations for these acquisitions from the respective dates of
acquisition.

      The results of operations also reflect the conversion on January 1, 1999,
of our loan into a 50% equity interest in Touch Controls. In accordance with
accounting principles generally accepted in the United States, the results of
Touch Controls are included in income using the equity method of accounting, in
accordance with which income or loss is recognized in the Consolidated
Statements of Operations based on our proportionate share of Touch Control's
income or loss.

      In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101). In July 2000, the Emerging Issues Task Force issued EITF 99-19, "Reporting
Revenue Gross as a Principal versus Net as an Agent." SAB 101 and EITF 99-19
provide guidance on applying accounting principles generally accepted in the
United States of America to revenue recognition issues in financial statements.
We have evaluated the provisions of SAB 101 and EITF 99-19 and have amended


                                       15
<PAGE>

our revenue recognition policy for Westland pursuant to EITF 99-19. Accordingly,
Westland's revenues are now reported on a net basis and are included in "group
purchasing revenues" compared to previous reporting as "gross sales to auto
dealers" and "cost of sales from sales to auto dealers." This change in
reporting has been applied retroactively for all periods presented in the
financial statements in this Form 10K, and results in a reduction in aggregate
revenues reported by Westland for such periods. There is no impact to net income
or earnings per share as a result of this change in revenue recognition policy.

RESULTS OF OPERATIONS

For the Years Ended December 31, 2000 and 1999

Revenues

      Our revenues increased by $9,212,000 or 48% from $19,066,000 in 1999 to
$28,278,000 in 2000. The most significant contributors to this increase were:

      o     Equipment rental and sales revenues of $10,055,000 in 2000, the
            first full year that we owned Matrix, as compared to $601,000 in
            1999.

      o     An increase of $2,235,000 in sales to packaging customers over 1999.

      o     A gain of $450,000 from disposition of an investment (included in
            "other income").

      o     Earnings from our equity interest in Touch Controls of $299,000 in
            2000, compared to a loss of $130,000 in 1999.

      Significant countervailing impacts to comparative revenues resulted from:

      o     Loan fees of $127,000 earned in 2000 compared to $1,484,000 in 1999.

      o     Losses from the sale of securities available-for-sale of $73,000 in
            2000 compared to gains of $602,000 in 1999.

      o     Unrealized losses from partnerships that invest in securities of
            $195,000 in 2000 compared to gains of $838,000 in 1999.

      Revenues of One Source, reported under "Sales to packaging customers" in
the Consolidated Statements of Operations, were $14,043,000 in 2000 compared to
$11,808,000 in 1999. This increase in revenues was attributable to the net
addition of new customers and increased sales to key existing customers.

      Revenues of Matrix, reported under "Equipment rental and sales" in the
Consolidated Statements of Operations, reflect twelve months of operations in
2000 versus a period of six weeks in 1999. On a seasonally adjusted and
annualized basis, revenues increased by approximately 60% compared to 1999. The
increase in revenues reflects the growth in the business due to expanded sales
efforts, including increased sales staff and the expansion of newly established
staging and trade show product lines.

      Revenues of Westland represented by gross sales less cost of sales,
reported on a net basis under "group purchasing revenues" in the Consolidated
Statements of Operations, were $1,011,000 in 2000 compared to $907,000 in 1999.
This increase in revenues of $104,000 or 11.5% was mainly attributable to
expanded product offerings through new and existing vendor


                                       16
<PAGE>

relationships. Gross sales of products and services to member-dealers were
$15,987,000 in 2000 as compared to $14,235,000 in 1999, representing an increase
of 12.3%.

      Revenues of Physician Advantage, reported under "group purchasing
revenues" in the Consolidated Statements of Operations, were $557,000 compared
to $277,000 for the period from May 18, 1999 (acquisition date) to December 31,
1999. On an annualized basis, revenues increased by approximately 26% due to
increased sales to physicians resulting in increased commissions earned from
third party distributors.

      Interest on securities available-for-sale and money market funds was
$1,256,000 in 2000 compared to $1,276,000 during 1999 due to a decrease in
average securities available-for-sale in the current year. We earned
approximately 5.39% on invested funds in 2000 compared to 5.17% in 1999.

      In 2000, we recorded unrealized net losses on limited partnerships that
invest in securities of $195,000 compared to unrealized net gains of $838,000
for 1999. These limited partnerships invest in equity and debt securities and we
record gains and losses on these investments based upon the equity method of
accounting. The net loss for 2000 includes a permanent impairment write-down of
$144,000 on a limited partnership investment.

      Interest on loans was $733,000 in 2000 compared to $1,037,000 in 1999, due
to a decrease in average loans outstanding in the current year.

Gross Profit

      We calculate gross profit as total revenues less cost of sales, which
includes depreciation and amortization related to sales. Gross profit was
$13,386,000 in 2000 compared to $11,186,000 in 1999. Depreciation and
amortization included in cost of sales was $962,000 in 2000 and $68,000 in 1999.

      Gross profit generated by One Source was $4,942,000 in 2000, compared to
$4,179,000 in 1999. Cost of sales for this segment of $9,101,000 for 2000 and
$7,629,000 for 1999 is included under the caption "cost of sales" and includes
depreciation of $69,000 and $27,000 for 2000 and 1999, respectively. The gross
profit as a percentage of revenues decreased slightly from 35.4% to 35.2%
compared to 1999, due mainly to increases in material costs and allocated
overhead for both the clamshell and point-of- purchase product lines.

      Gross profit generated by Matrix was $4,264,000 in 2000, compared to
$350,000 in 1999. Cost of sales for this segment of $5,791,000 for 2000 and
$251,000 for 1999 is included under the caption "cost of sales" and includes
depreciation of $893,000 and $41,000 for 2000 and 1999, respectively.

      Group purchasing revenues of $1,568,000, representing revenues of
$1,011,000 and $557,000 generated by Westland and Physician Advantage,
respectively, are net revenues earned from group purchasing activities, and, as
such, represent the gross profits earned by these entities.

      Finance and secured lending revenues represent net revenues and, as such,
represent the gross profit earned from this segment.


                                       17
<PAGE>

Selling, General and Administrative Expenses

      Selling, general and administrative expenses increased by $4,847,000, from
$6,129,000 for 1999 to $10,976,000 for 2000. This increase is net of a decrease
in accrued expenses related to the reversal of deferred taxes in connection with
legal settlement revenues received in prior years in the amount of $1,123,000.
Excluding this amount, selling, general and administrative expenses increased by
$5,970,000 in 2000. This increase resulted in part from selling, general and
administrative expenses of $3,798,000 and $1,338,000 attributable to Matrix and
Physician Advantage, respectively. Matrix was acquired in November 1999 and
Physician Advantage was acquired in May 1999. Matrix and Physician Advantage had
selling, general and administrative expenses of $121,000 and $647,000,
respectively, for 1999.

      Selling, general and administrative expenses for One Source were
$3,470,000 for 2000, compared to $2,289,000 for 1999. This increase is
attributable to business expansion initiatives, including compensation for
additional staff, expenses attributable to the opening and operation of a new
sales office, expenses incurred in connection with the relocation and expansion
of the corporate headquarters and expenses incurred to develop a new packaging
product.

      Selling, general and administrative expenses for the finance and secured
lending segment were $2,419,000 for 2000 before reversal of accrued expenses
described above, compared to $1,809,000 in 1999. This increase relates mainly to
increases in business consulting expenses, legal expenses and settlement costs
of several small lawsuits.

      Increases in selling, general and administrative expenses were offset by a
reduction of $189,000 at Westland, where selling, general and administrative
expenses were $1,074,000 for 2000, compared to $1,263,000 for 1999, due to the
benefit of various cost saving initiatives.

Depreciation and Amortization

      Depreciation and amortization increased from $593,000 for 1999 to
$2,255,000 for 2000. The increase is related to increased amortization of
purchased goodwill and includes a one-time charge of $1,360,000, representing a
permanent impairment write-down of Physician Advantage's goodwill. See Notes 1
and 2 of Notes to Consolidated Financial Statements.

Income Tax

      An income tax benefit of $6,594,000 was recorded for 2000. This benefit
includes a year to date reversal of $6,699,000 in deferred tax liabilities
related to a previously established liability for deferred taxes on legal
settlement revenues, see Note 14 of Notes to Consolidated Financial Statements,
and an income tax provision of $105,000 on year-to-date losses before taxes of
$105,000. For 1999 an income tax provision of $1,843,000 was recorded,
representing a 41.8% effective tax rate. The current year reflects a higher
effective tax rate due to an increase in permanent differences between book
income and taxable income resulting from non-deductible goodwill.


                                       18
<PAGE>

Minority Interests

      The minority interests in net income decreased from $237,000 for 1999 to
$193,000 for 2000. The net decrease is represented by lower net income
attributable to the minority shareholder of One Source of $58,000, partially
offset by an increase in the share of net income attributable to Matrix'
minority shareholder of $14,000.

      The consolidated results of operations reflect 100% of the results of
Physician Advantage, compared to our ownership of 70% of this company, because
the acquisition of our interest in Physician Advantage was made at a time when
the company had a deficiency in net tangible assets, and the minority owners
have not guaranteed the subsidiary debt or committed to provide additional
capital. We will continue to absorb 100% of any future losses attributable to
Physician Advantage, if any, for as long as the company continues to have a
deficiency in tangible net assets.

Discontinued Operations

      On January 31, 2000, we sold Global Telecommunications and recorded a gain
from this sale of $693,000, net of income taxes of $461,000, as discussed in
Note 3 of Notes to Consolidated Financial Statements. No income or loss was
recorded from this discontinued operation in the current year.

Net Income

      Net income for 2000 was $6,989,000, as compared to $2,323,000 for 1999.
Basic earnings per share were $0.87 in 2000 versus $0.30 in 1999. Basic earnings
per share from continuing operations were $0.78 in 2000 versus $0.30 in 1999.

For the Years Ended December 31, 1999 and 1998

Revenues

      Our revenues increased by $7,352,000 or 63% from $11,714,000 in 1998 to
$19,066,000 in 1999. The increase in revenues was due to several factors, the
most significant being:

      o     Acquisitions in 1999 added $12,686,000 to revenues comprised of
            $11,808,000 from One Source, $277,000 from Physician Advantage and
            $601,000 from Matrix.

      o     Loan fee income increased by $1,435,000.

      o     Unrealized gains on limited partnerships that invest in securities
            increased by $1,137,000.

      o     Gains on the sale of securities available-for-sale increased by
            $536,000.

      Significant countervailing impacts to comparative revenues resulted from:

      o     The gain from the sale of our equity interest in Pink Dot of
            $5,887,000 in 1998.

      o     Interest on a one-time franchise tax board settlement of $2,644,000
            in 1998.

      Revenues of Westland represented by gross sales less cost of sales
(reported on a net basis under "group purchasing revenues" in the Consolidated
Statement of Operations) were


                                       19
<PAGE>

$907,000 for 1999 compared to $1,034,000 for 1998, representing a decline of
12.3%. Gross sales of products and services to dealers during the year were
$14,235,000 in 1999 as compared to $18,851,000 for 1998, representing a decrease
of 24.5%. Commissions from sales to auto dealers for 1999 compared to 1998
decreased by a lesser percentage than the decrease in sales, due to a focus on
higher margin product lines and the loss of a product line that produced
significant revenues but lower margins than the overall average.

      Interest on loans decreased to $1,037,000 in 1999 from $1,167,000 in 1998,
due to the decrease in average loans outstanding. Interest on securities
available-for-sale and money market funds was $1,276,000 in 1999 compared to
$1,335,000 in 1998 due to the lower average invested funds during 1999.

      Loan fee revenue was $1,484,000 in 1999 compared to $49,000 in 1998. In
1999, loan fees were realized from an equity participation in the sale of
property securing a loan originated during 1997, which was paid off during 1999.

      In 1999, we recorded unrealized gains from limited partnerships that
invest in securities of $838,000, as compared to unrealized losses of $299,000
in 1998.

      During 1999 we realized net gains of $602,000 from the sale of securities
compared to gains of $66,000 in 1998. The gain for 1999 was partially offset by
a $245,000 permanent impairment write-down on an investment security.

      Lawsuit settlement recoveries, net of court directed attorney's fees, in
the class action lawsuit against Drexel Burnham Lambert, Inc. were $192,000 in
1999 compared to $52,000 in 1998.

Gross Profit

      We calculate gross profit as total revenues less cost of sales, which
includes depreciation and amortization related to sales. Gross Profit was
$11,186,000 in 1999 compared to $11,714,000 in 1998. Depreciation and
amortization included in cost of sales was $68,000 in 1999 and $0 in 1998.

      One Source generated gross profit before operating expenses of $4,179,000
for the period January 11, 1999 (date of acquisition) through December 31, 1999.
Cost of sales for this segment of $7,629,000 for 1999 is included under the
caption "cost of sales" and includes depreciation of $27,000.

      Gross profit generated by Matrix was $350,000, for the period November 22,
1999 (date of acquisition) through December 31, 1999. Cost of sales for this
segment of $251,000 for 1999 is included under the caption "cost of sales" and
includes depreciation of $41,000.

      Group purchasing revenues of $1,184,000 representing revenues of $907,000
and $277,000 generated by Westland and Physician Advantage, respectively, are
net revenues and as such, represent the gross profit earned by these entities
for 1999.

      Finance and secured lending revenues represent net revenues earned and as
such, represent the gross profit earned from this segment.


                                       20
<PAGE>

Selling, General and Administrative Expenses

      Selling, general and administrative expenses increased $2,080,000 from
$4,049,000 in 1998 to $6,129,000 in 1999. This increase resulted from selling,
general and administrative expenses of $2,289,000, $647,000, and $121,000
attributable to One Source, Physician Advantage and Matrix, respectively, in
1999, which were offset by reductions in general and administrative expenses for
finance and secured lending of $620,000 and for Westland of $357,000.

Depreciation and Amortization

      Depreciation and amortization increased from ($9,000) (accretion) in 1998
to $593,000 in 1999. The increase is attributable to depreciation and
amortization of $403,000 related to the amortization of goodwill on acquisitions
made in 1999, with the balance comprised of depreciation and amortization on
operating assets related to 1999 acquisitions.

Income Tax

      An income tax provision of $1,843,000 was recorded for 1999. This
provision represents a combined federal and state effective tax rate of 41.8%.
In 1998, an income tax provision of $2,002,000 was recorded, representing a 26%
effective tax rate. The difference between the tax provision recorded and the
amount based on statutory rates for 1998 was primarily due to a $1,686,000 tax
refund received from the California Franchise Tax Board which was recorded as a
reduction to the income tax provision.

Minority Interests

      The minority interests in net income increased by $237,000, all related to
the minority interests in the net income of the subsidiaries acquired during
1999.

Net Income

      Net income for 1999 was $2,323,000, as compared to $5,827,000 for 1998.
Basic earnings per share were $0.30 in 1999 versus $0.74 in 1998. Basic earnings
per share from continuing operations were $0.30 in 1999 versus $0.72 in 1998.


                                       21
<PAGE>

FINANCIAL CONDITION

LOANS RECEIVABLE AND PAST DUE LOANS

      Loan originations occur as opportunities arise which management believes
to be attractive after considering the proposed term, including yield, duration,
collateral coverage and credit-worthiness of the borrower. We did not originate
any new loans during 2000.

      The Corporation's loans receivable at December 31, 2000 were $5,224,000,
as compared to $5,744,000 at December 31, 1999. During 2000, we received a
pay-off of one loan, we reached a settlement agreement for the repayment of a
loan previously in default, and we commenced foreclosure proceedings on a loan
that went into default in November 2000.

      At December 31, 1999, a loan secured by a mortgage of $1,025,000 was in
default. The loan was originated in 1996 and was originally due in 1998. We
commenced foreclosure proceedings in October 1997 on this loan. In September
2000, we entered into a Mutual Settlement Agreement pursuant to which the
borrower and the beneficiaries agreed to sell as much of the real property
securing this loan as may be necessary to pay us $1,250,000, an amount which we
believe to be sufficient to recover the principal and accrued interest of
$1,064,000 net of a reserve of $105,000 at December 31, 2000. See Item 3 -
"Legal Proceedings" for further details on the Mutual Settlement Agreement.

      We originated a loan in the amount of $4,218,500 in December 1999, bearing
interest at 15% per annum, which is secured by real estate, other collateral and
a guarantee. This loan required monthly payments of interest of $52,731, with
the principal and any accrued interest due and payable on December 1, 2000. This
loan went into default in November 2000. We are seeking judicial foreclosure of
the collateral and intend to vigorously pursue these proceedings to foreclose on
the real property and other collateral and, if necessary, recover on the
guarantee. See Item 3 - "Legal Proceedings."

      On April 7, 1999, we agreed to extend a secured working capital credit
facility of $500,000 to Touch Controls, Inc. This facility provided for interest
at prime plus 1%, was secured by all assets of Touch Controls and was guaranteed
by the other principal shareholder as to 50% of the amount outstanding. As of
December 31, 2000, the credit facility had been repaid in accordance with its
terms.

      Once a loan goes into default, we cease to accrue interest on the loan if
we believe that the collateral may be insufficient to recover the principal and
interest owed plus costs of recovery. When necessary, we also record reserves
for impaired principal, as well as previously accrued interest.


                                       22
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      Our Consolidated Balance Sheet as of December 31, 2000, reflects
continuing capital strength. In the past three years, Westminster Capital's
shareholders' equity has increased from approximately $31.8 million at December
31, 1998 to approximately $41.9 million at December 31, 2000.

      Cash and cash equivalents totaled $6,227,000 at December 31, 2000,
substantially all of which was invested in top-tier investment grade commercial
paper. Additionally, we held U.S. Government and Agency securities with a market
value of $17,330,000 at December 31, 2000.

      Our cash and cash equivalents increased by $4,821,000 during the year
ended December 31, 2000. Cash flows from operating, investing and financing
activities for our continuing operations are summarized below for each of the
years in the three-year period ended December 31, 2000 (dollars in thousands):

      Activity          2000          1999          1998
      --------------------------------------------------
      Operating      $  (281)      $ 2,689       $ 7,679
      Investing        1,870        (1,507)       (9,274)
      Financing        2,275           (65)          (16)

      In 2000, operations consumed cash as compared to 1999 and 1998. This
occurred despite the increase in net income as compared to both 1999 and 1998,
due to the fact that net income for 2000 included large non-cash benefits, the
most significant of which was a reversal of deferred taxes of $6,699,000.

      Investing activities produced cash in 2000, as compared to the consumption
of cash in both 1999 and 1998. The most significant contributors to the net
increase in investing activities during 2000 were proceeds from the net sale of
securities of $4,864,000 (represented by sales and maturities of securities of
$207,441,000 less purchases of securities of $202,577,000), proceeds from the
sale of other investments of $750,000, offset by investment in property and
equipment of $4,244,000. The substantial activity in the purchase and sale of
securities is due to the repositioning of the investment portfolio toward
shorter-term securities due to the inverted yield curve that existed at the end
of 2000. In 1999, investing activities included the acquisition of subsidiaries
of $8,727,000, loan originations of $4,783,000 offset by principal collection on
notes receivable of $6,759,000 and $4,475,000 from the net sale of securities.
In 1998, investment activities included net purchases of securities of
$8,190,000, loan originations of $8,592,000 offset by principal collected on
notes receivable of $6,458,000 and $1,069,000 in proceeds from the sale of
property and equipment.

      The major contributors to cash from financing activities in 2000 were
borrowings for operations of $5,095,000 and proceeds from the exercise of stock
options of $570,000, offset in part by seller financing repayments of $1,749,000
and debt repayments of $1,641,000. Financing activities were insignificant in
both 1999 and 1998.

      The sale of Global Telecommunications during 2000 contributed $957,000 in
cash, which is reflected in cash from discontinued operations in the
Consolidated Statement of Cash Flows. Cash flows from this discontinued
operation were ($2,000) in 1999 and $164,000 in 1998.


                                       23
<PAGE>

      We continue to seek investments in or acquisitions of other businesses. No
assurances can be given that any further acquisitions or investments will be
made or, if made, that they will be profitable.

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

FACTORS THAT MAY AFFECT FUTURE RESULTS

      Portions of this Annual Report may contain "forward-looking statements."
The reader is cautioned that all forward-looking statements are necessarily
speculative and there are certain risks and uncertainties that could cause
actual events or results to differ materially from those referred to in such
forward-looking statements. The discussion below, together with portions of the
discussion elsewhere in this Annual Report on Form 10-K, highlight some of the
more important risks identified by our management, but should not be assumed to
be the only things that could affect future performance.

Risks Associated with Acquisitions

      We have completed several acquisitions and will continue to pursue
acquisitions that we consider will increase shareholder value. However,
acquisitions involve numerous risks, including:

      o     Our management must devote its attention to assimilating the
            acquired business which diverts its attention from other business
            matters;

      o     Acquisitions may involve entry into new markets in which we have
            limited prior experience;

      o     Key employees of an acquired business may leave following the
            acquisition; and

      o     Acquired companies have stand-alone management information and
            accounting systems.

      We have devoted substantial time and resources to integrate acquired
businesses, and we will be required to devote substantial time and resources to
integrate any other businesses that may be acquired in the future. Possible
future acquisitions could cause us to incur additional debt, contingent
liabilities and amortization expenses relating to goodwill and other intangible
assets. These factors could have an adverse impact on our financial condition
and operating results.

      Except as may be otherwise disclosed in this Form 10-K, we do not
presently have any arrangements or understandings to acquire any company or
business, and we cannot guarantee that we will be able to identify or complete
any acquisition in the future. If we make additional acquisitions, there can be
no assurance that these acquisitions will produce any anticipated benefits.


                                       24
<PAGE>

Competition

      Competition is intense in each of the markets in which we compete. In
addition to direct competition, we face significant indirect competition for
customers. Many of our competitors have better name recognition, and
substantially greater financial and other resources than we do.

Dependence on Major Customers and Vendors

      Point-of-Purchase Display and Packaging - In January, 1999 we acquired an
80% interest in One Source. One Source does approximately 63% of its current
business with three customers. A loss of any one of these customers would
negatively impact future revenues and profitability.

      Group Purchasing Segment - Group purchasing activities are dependent upon
continuing favorable relationships with both large and key vendors who provide a
service to existing and future customers. There is a risk that without such
vendor support and cooperation, we could lose many of our customers to other
vendors and competitors.

Loans

      Loan originations occur as opportunities arise which we believe are
attractive after considering the proposed terms, including yield, duration,
collateral coverage and credit-worthiness of the borrower.

      Despite our attempts to mitigate the risks associated with our loan
portfolio, there are numerous events and circumstances that cannot be reasonably
foreseen, and which may impact our ability to recover the principal and accrued
interest on such loans.


                                       25
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      Information relating to qualitative disclosure about market risk is set
forth under the caption "Finance and Secured Lending" in Item 1 - "Business,"
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and in Note 1 of the Notes to Consolidated Financial
Statements. Such information is incorporated herein.

      The Corporation does not use derivative financial instruments in its
investment portfolio. The Corporation places its investments in instruments that
meet high credit quality standards; the policy also limits the amount of credit
exposure to any one issue, issuer and type of instrument. The Corporation's
investment policy requires that all investments mature in five years or less.
All investments are considered to be other than trading investments.

      The table below provides information about the Corporation's investment
portfolio and borrowings. For securities available-for-sale, the table presents
principal cash flows and related weighted average interest rates by expected
maturity dates. The investments in partnerships that invest in securities are
redeemable at the option of the Corporation by giving advance notice as required
by the respective partnership agreements.

      Principal amounts by expected maturity for each of the five years ending
December 31 is detailed below. All dollars set forth in the table below are in
thousands.

<TABLE>
<CAPTION>
                                                                                                                  FAIR VALUE
                                                                                                                  DECEMBER 31,
                             FY 2001       FY 2002      FY 2003      FY 2004       FY 2005       TOTAL         2000        1999
                            --------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>          <C>          <C>           <C>         <C>           <C>          <C>
Cash equivalents              $6,227                                                             $6,227        $6,227       $1,406
   average interest rate       6.13%                                                                            6.13%        1.85%

Securities available-
   for-sale                  $17,330                                                            $17,330       $17,330      $21,677
   average interest rate       5.85%                                                              5.85%         5.85%

Investments in limited
   partnerships that
   invest in securities
   (Note 1)                   $1,899                                                             $1,899        $1,899       $2,218

Loans                         $5,224                                                             $5,224        $5,224       $5,744
   Average interest rate      15.00%                                                             15.00%        15.00%

Other borrowings -
   Notes payable and
      lines of credit         $1,666          $982         $911         $642           $61       $4,262        $4,262         $808
   average interest rate       9.11%         9.11%        9.11%        9.11%         9.11%        9.11%         9.11%
</TABLE>

Note 1 - These investments are subject to equity price risk. The table above
         assumes that such investments will be liquidated in 2001.


                                       26
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Independent Auditors' Report                                                  28

Consolidated Statements of Financial Condition
                as of December 31, 2000 and 1999                              29

Consolidated Statements of Operations
               for the Three Years In The Period Ended December 31, 2000      30

Consolidated Statements of Shareholders' Equity
                for the Three Years In The Period Ended December 31, 2000     31

Consolidated Statements of Cash Flows
               for the Three Years In The Period Ended December 31, 2000      32

Consolidated Statements of Comprehensive Income
               for the Three Years In The Period Ended December 31, 2000      33

Notes to Consolidated Financial Statements
               for the Three Years In The Period Ended December 31, 2000      34


                                       27
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Westminster Capital, Inc.
Beverly Hills, California

We have audited the accompanying consolidated statements of financial condition
of Westminster Capital, Inc. and its subsidiaries (the "Corporation") as of
December 31, 2000 and 1999 and the related consolidated statements of
operations, comprehensive income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Westminster Capital, Inc. and its
subsidiaries as of December 31, 2000 and 1999 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America.


/s/ Deloitte & Touche LLP

Los Angeles, California
March 23, 2001


                                       28
<PAGE>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
ASSETS                                                              2000                 1999
---------------------------------------------------------------------------------------------
<S>                                                         <C>                  <C>
Cash and cash equivalents                                   $  6,227,000         $  1,406,000
Securities available-for-sale, at fair value                  17,330,000           21,677,000
Accounts receivable, net of reserve
   of $376,000 in 2000 and $127,000 in 1999                    4,305,000            3,565,000
Loans receivable, net                                          5,224,000            5,744,000
Investments in limited partnerships
   that invest in securities                                   1,899,000            2,218,000
Other investments                                                490,000              748,000
Accrued interest receivable                                      381,000              398,000
Income taxes receivable                                          780,000                   --
Inventories                                                      462,000              183,000
Property and equipment, net                                    5,763,000            3,397,000
Goodwill, net                                                  9,513,000           11,027,000
Other assets                                                     845,000              777,000
                                                            ---------------------------------
Total Assets                                                $ 53,219,000         $ 51,140,000
                                                            =================================

LIABILITIES AND
SHAREHOLDERS' EQUITY
---------------------------------------------------------------------------------------------
LIABILITIES:
Accounts payable                                            $  2,264,000         $  2,140,000
Accrued expenses                                               1,404,000            2,434,000
Due to sellers                                                   510,000            1,749,000
Other borrowings                                               4,262,000              808,000
Income taxes                                                   1,831,000            8,828,000
Minority interests                                             1,091,000            1,204,000
                                                            ---------------------------------
Total Liabilities                                             11,362,000           17,163,000
                                                            ---------------------------------

COMMITMENTS AND CONTINGENCIES (Note 19)

SHAREHOLDERS' EQUITY:
Common stock, $1 par value: 30,000,000 shares
   Authorized: 8,125,000 and 7,835,000 shares issued
    and outstanding in 2000 and 1999, respectively             8,125,000            7,835,000
Capital in excess of par value                                56,223,000           55,943,000
Accumulated deficit                                          (22,684,000)         (29,673,000)
Accumulated other comprehensive income (loss)                    193,000             (128,000)
                                                            ---------------------------------
Total Shareholders' Equity                                    41,857,000           33,977,000
                                                            ---------------------------------
Total Liabilities and Shareholders' Equity                  $ 53,219,000         $ 51,140,000
                                                            =================================
</TABLE>

See accompanying notes to consolidated financial statements


                                       29
<PAGE>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
REVENUES:                                                 2000                 1999                 1998
--------                                                  ----                 ----                 ----
<S>                                               <C>                  <C>                  <C>
Sales to packaging customers                      $ 14,043,000         $ 11,808,000                   --
Equipment rental and sales                          10,055,000              601,000                   --
Group purchasing revenues                            1,568,000            1,184,000         $  1,034,000
Interest on loans                                      733,000            1,037,000            1,167,000
Interest on securities available-
   for-sale and money market funds                   1,256,000            1,276,000            1,335,000
Loan fees                                              127,000            1,484,000               49,000
Unrealized (losses) gains on limited
   partnerships that invest in securities             (195,000)             838,000             (299,000)
(Loss) gain on sale or impairment
   of securities-available-for-sale, net               (73,000)             602,000               66,000
Gain (loss) from equity investments                    299,000             (130,000)           5,887,000
Lawsuit settlement, net                                     --              192,000               52,000
Interest on tax refund                                      --                   --            2,644,000
Other income (loss)                                    465,000              174,000             (221,000)
                                                  ------------------------------------------------------
Total Revenues                                      28,278,000           19,066,000           11,714,000
                                                  ------------------------------------------------------

COSTS AND EXPENSES:
Cost of sales                                       14,892,000            7,880,000                   --
Selling, general and administrative                 10,976,000            6,129,000            4,049,000
Depreciation and amortization                        2,255,000              593,000               (9,000)
Interest expense                                       260,000               59,000                9,000
                                                  ------------------------------------------------------
Total costs and expenses                            28,383,000           14,661,000            4,049,000
                                                  ------------------------------------------------------

(LOSS) INCOME BEFORE INCOME
TAXES AND MINORITY INTERESTS                          (105,000)           4,405,000            7,665,000

INCOME TAX BENEFIT (PROVISION) (PROVISION)           6,594,000           (1,843,000)          (2,002,000)

MINORITY INTERESTS, NET                               (193,000)            (237,000)                  --
                                                  ------------------------------------------------------

INCOME FROM CONTINUING
OPERATIONS                                           6,296,000            2,325,000            5,663,000

DISCONTINUED OPERATIONS                                693,000               (2,000)             164,000
                                                  ------------------------------------------------------

NET INCOME                                        $  6,989,000         $  2,323,000         $  5,827,000
                                                  ======================================================

Net Income Per Common Share:
    Basic- Continuing operations                  $        .78         $        .30         $        .72
           Discontinued operations                         .09                  .00                  .02
                                                  ------------------------------------------------------
           Net income                             $        .87         $        .30         $        .74
                                                  ------------------------------------------------------
    Diluted- Continuing operations                $        .78         $        .29         $        .71
             Discontinued operations                       .09                  .00                  .02
                                                  ------------------------------------------------------
             Net income                           $        .87         $        .29         $        .73
                                                  ------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements


                                       30
<PAGE>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                             Common Stock                                              Accumulated
                                      ---------------------------                                         Other
                                         Number                     Capital in                        Comprehensive
                                           Of                        Excess of        Accumulated     Income (Loss)
                                         Shares        Amount        Par Value          Deficit        Net of Taxes      Total
                                      ----------------------------------------------------------------------------------------------
<S>                                      <C>           <C>            <C>             <C>                 <C>         <C>
BALANCE, JANUARY 1, 1998                 7,835,000     $7,835,000     $55,943,000     $(37,823,000)        $13,000    $25,968,000

Net income                                                                               5,827,000                      5,827,000
Other comprehensive loss -
   Change in unrealized holding
   gains on securities available-
   for-sale, net of taxes                                                                                   52,000         52,000
                                      ----------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998               7,835,000      7,835,000      55,943,000      (31,996,000)         65,000     31,847,000

Net income                                                                               2,323,000                      2,323,000
Other comprehensive income -
   Change in unrealized holding
   losses on securities available-
   for-sale, net of taxes                                                                                 (193,000)      (193,000)
                                      ----------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999               7,835,000      7,835,000      55,943,000      (29,673,000)       (128,000)    33,977,000

Net income                                                                               6,989,000                      6,989,000
Stock option exercises                     290,000        290,000         280,000                                         570,000
Other comprehensive loss -
   Change in unrealized holding
   gains on securities available-
   for-sale, net of taxes                                                                                  321,000        321,000
                                      ----------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000               8,125,000     $8,125,000     $56,223,000     $(22,684,000)       $193,000    $41,857,000
                                      ==============================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       31
<PAGE>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
                                                                             2000                  1999                  1998
                                                                             ----                  ----                  ----
<S>                                                                 <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations                               $   6,296,000         $   2,325,000         $   5,663,000
Adjustments to reconcile net income to net
   cash (used in) provided by operating activities:
Provision for loan losses (recoveries) and doubtful
    receivables, net                                                      249,000               125,000              (306,000)
Depreciation, amortization and accretion, net                           3,217,000               760,000               202,000
Loss (gain) on sales of securities available for sale                      39,000              (847,000)              (66,000)
Gain on sales of other investments                                       (450,000)                   --                    --
Loss from permanent impairment of marketable securities                    34,000               245,000                    --
Gain on sale of property and equipment                                         --                (5,000)             (183,000)
Gain from sale of real estate acquired through foreclosure                     --              (112,000)                   --
Disposal of rental equipment                                              647,000                    --                    --
Net change in deferred income taxes                                    (6,631,000)              224,000             2,604,000
Unrealized losses (gains) on limited
   partnerships that invest in securities                                 195,000              (838,000)              299,000
Dividend income                                                                --                    --                17,000
Loss from investment write-down                                           103,000                    --                    --
(Gain) loss from equity and other investments                            (299,000)              130,000               250,000
Change in assets and liabilities, net of effects
   from acquisitions of subsidiaries:
   (Increase) decrease in accounts receivable                          (1,100,000)             (860,000)              342,000
   Decrease (increase) in accrued interest receivable                      17,000               343,000              (233,000)
   Increase in income tax receivable                                           --                    --              (260,000)
   Net change in current income taxes                                  (1,378,000)              468,000                    --
   (Increase) decrease in other assets                                    (38,000)              (45,000)              243,000
   Increase in inventories                                               (279,000)              (31,000)                   --
   Increase (decrease) in accounts payable                                152,000               732,000              (260,000)
   (Decrease) increase in accrued expenses                             (1,030,000)             (175,000)              176,000
   Decrease in mortgage payable                                                --                    --              (655,000)
   Net change in minority interest                                        (25,000)              250,000              (154,000)
                                                                    ---------------------------------------------------------
Net cash (used in) provided by operating activities                      (281,000)            2,689,000             7,679,000
                                                                    ---------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities                                              (202,577,000)          (35,219,000)          (41,668,000)
Proceeds from sale of property and equipment                                   --                 7,000             1,069,000
Proceeds from sales and maturities of securities                      207,441,000            39,694,000            33,478,000
Proceeds - sale of real estate acquired through foreclosure                    --               945,000                    --
Loan originations and purchases                                                --            (4,783,000)           (8,592,000)
Principal collected on loans receivable                                   520,000             6,759,000             6,458,000

Proceeds from liquidation of limited partnership interests                125,000               615,000                    --
Acquisition of subsidiaries, net of cash acquired                              --            (8,727,000)                   --

Purchases of equity and other investments                                (145,000)             (448,000)                   --

Proceeds from liquidation of other investments                            750,000               200,000                    --
Purchases of property and equipment                                    (4,244,000)             (550,000)              (19,000)
                                                                    ---------------------------------------------------------
Net cash provided by (used in) investing activities                     1,870,000            (1,507,000)           (9,274,000)
                                                                    ---------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Seller financing repayments                                            (1,749,000)                   --                    --
Proceeds from exercise of stock options                                   570,000                    --                    --
Installment debt borrowings                                             5,095,000                25,000                    --
Repayments of installment debt and capital lease obligations           (1,641,000)              (90,000)              (16,000)
                                                                    ---------------------------------------------------------
Net cash provided by (used in) financing activities                     2,275,000               (65,000)              (16,000)
                                                                    ---------------------------------------------------------
Net cash provided by (used in) continuing operations                    3,864,000             1,117,000            (1,611,000)
Net cash provided by (used in) discontinued operations                    957,000                (2,000)              164,000
                                                                    =========================================================

Net change in cash and cash equivalents                                 4,821,000             1,115,000            (1,447,000)
Cash and cash equivalents, beginning of period                          1,406,000               291,000             1,738,000
                                                                    ---------------------------------------------------------
Cash and cash equivalents, end of period                            $   6,227,000         $   1,406,000         $     291,000
                                                                    =========================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       32
<PAGE>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                         2000               1999                1998
                                                      -----------        -----------         -----------
<S>                                                   <C>                <C>                 <C>
Net income                                            $ 6,989,000        $ 2,323,000         $ 5,827,000
                                                      -----------        -----------         -----------

Other comprehensive income (loss), net of tax:

   Unrealized gains on securities:
    Unrealized holding gains (losses)
       arising during period, net                         187,000           (106,000)             (4,000)
    Less: reclassification adjustment
       gains (losses) included in
       net income, net                                    134,000            (87,000)             56,000
                                                      -----------        -----------         -----------

Other comprehensive income (loss)                         321,000           (193,000)             52,000
                                                      -----------        -----------         -----------

Comprehensive income                                  $ 7,310,000        $ 2,130,000         $ 5,879,000
                                                      ===========        ===========         ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       33
<PAGE>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND ORGANIZATION - The consolidated financial statements
include the accounts of Westminster Capital, Inc. and its subsidiaries including
a 100% interest in Westland Associates, Inc. ("Westland Associates"), an 80%
interest in One Source Industries, LLC ("One Source"), a 70% interest in
Physician Advantage, LLC ("Physician Advantage") and a 68% interest in Logic
Technology Group, Inc. dba Matrix Visual Solutions ("Matrix").

The Corporation disposed of its assets in Global Telecommunications on January
31, 2000. The statements of consolidated income, cash flows, and related notes
to consolidated financial statements have been restated to conform to the
discontinued operations presentation (Note 3).

All intercompany accounts and transactions have been eliminated in
consolidation. References to the Corporation include one or more of its
subsidiaries.

On January 1, 1999, the Corporation exercised an option to convert a convertible
loan receivable in the principal amount of $800,000, together with accrued
interest of $57,000, into a 50% equity interest in Touch Controls, Inc. The
Corporation accounts for this investment under the equity method of accounting.
Under the equity method of accounting, income or loss is recognized in the
Corporation's Statements of Operations based on its proportionate share of Touch
Control's income or loss.

On January 11, 1999, the Corporation acquired an 80% interest in One Source from
One Source Industries, Inc. for cash consideration of $4,800,000 paid at
closing, deferred consideration of $196,000, plus up to an additional $2,038,000
in deferred contingent cash consideration that may be paid over the four years
2000 to 2003 based on the performance of One Source during such period. One
Source provides point-of-purchase displays and packaging for a broad spectrum of
consumer products ranging from computer software to food products.

On May 18, 1999, the Corporation acquired a 55% interest in Physician Advantage
by exercising its option to convert $270,000 of a convertible loan receivable
into an ownership interest in Physician Advantage. The Corporation acquired an
additional 15% interest in Physician Advantage as consideration for an option
granted on March 1, 1999 that expired on May 18, 1999. Physician Advantage
offers group-purchasing services to physicians and alternate care facilities for
medical, surgical and pharmaceutical supplies they use in their practices.

On November 22, 1999, the Corporation acquired a 68% interest in Matrix, a
company which rents and sells audio-visual and computer equipment, for $4.8
million in cash.

The 1999 acquisitions of One Source, Physician Advantage and Matrix were
accounted for using the purchase method of accounting (see Notes 2 and 10).


                                       34
<PAGE>

CASH AND CASH EQUIVALENTS - Cash and cash equivalents are short-term, highly
liquid investments with original maturities of three months or less. They are
readily convertible to cash and are so near maturity that no significant risk of
changes in value exists because of changes in interest rates.

SECURITIES AVAILABLE-FOR-SALE - The Corporation classifies its securities as
held-to-maturity securities, trading securities and available-for-sale
securities, as applicable. The Corporation did not hold any held-to-maturity
securities or trading securities at December 31, 2000 or 1999.

Securities available-for-sale are carried at estimated fair value. The
Corporation classifies investments as available-for-sale when it determines that
such securities may be sold at a future date or if there are foreseeable
circumstances under which the Corporation would sell such securities.

Changes in the estimated fair value of securities available-for-sale are
included in shareholders' equity as unrealized holding gains or losses, net of
the related tax effect. Declines that are other than temporary in the fair value
of individual securities available-for-sale below their cost, are written down
to their estimated fair value with the resulting write-down included in net
income as realized losses. Realized gains or losses on available-for-sale
securities are computed on a specific identification basis. Amortized premiums
and accreted discounts are included in interest income using the interest
method.

CUSTOMER CONCENTRATION - Sales to a single customer represented 19% and 24% of
total revenues for the years ended December 31, 2000 and 1999, respectively.

ALLOWANCE FOR DOUBTFUL ACCOUNTS - Activity in the allowance for doubtful
accounts receivable for the years ended December 31, 2000, 1999 and 1998 is
summarized as follows (in thousands):

                                     2000          1999         1998
                                    ------        ------       ------

      Balance at January 1          $  127        $   --       $   --
      Additions                        263           127           --
      Recoveries                       (17)           --           --
                                    ------        ------       ------

      Balance at December 31        $  376        $  127       $   --
                                    ======        ======       ======


                                       35
<PAGE>

INVENTORIES - Inventories are valued at the lower of cost (first-in-first-out)
or market. At December 31, 2000 and 1999, inventories consisted of:

      Category                           2000            1999
      -------------------------------------------------------
      Work in process                  46,000              --
      Finished goods                  204,000         135,000
      Equipment held for sale         212,000          48,000
                                     ------------------------
      Total                          $462,000        $183,000
                                     ------------------------

INVESTMENTS IN LIMITED PARTNERSHIPS THAT INVEST IN SECURITIES - The Corporation
has invested in limited partnerships that invest in securities. Each of these
partnerships seeks to achieve returns through investments in equity and debt
securities following identified strategies. Unrealized gains or losses on these
investments are recorded based upon the equity method of accounting.

WARRANTS - On occasion, in connection with the funding of loans and purchase of
securities, the Corporation has received warrants to purchase common stock.
Certain warrants are not assigned a value as no estimated fair value is readily
determinable. Such warrants are recorded at their estimated fair value when a
market is established.

LOANS RECEIVABLE - Loans receivable are carried at the amount funded, less
principal payments received, adjusted for net deferred loan fees and allowances
for loan losses. Loans are identified as impaired when it is deemed probable
that the borrower will be unable to meet the scheduled principal and interest
payments under the terms of the loan agreement. Impairment is generally measured
based upon the estimated fair value of the collateral. Allowances for loan
losses are increased by charges to income and decreased by charge-offs (net of
recoveries). The accompanying financial statements require the use of management
estimates to calculate allowances for loan losses. These estimates are
inherently uncertain and depend on the outcome of future events. Management's
estimates are based upon identified losses on impaired loans, previous loan loss
experience, current economic conditions, the value of the collateral, and other
relevant factors. Management believes the level of the allowances at December
31, 2000 is adequate to absorb losses inherent in the loan portfolio.

LONG-LIVED ASSETS - The Corporation evaluates long-lived assets and certain
identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment loss is recognized when the sum of the undiscounted
future cash flows is less than the carrying amount of the asset, in which case a
write-down is recorded to reduce the related asset to its estimated fair value.
No such impairment losses have been recognized as of December 31, 2000.

PROPERTY AND EQUIPMENT - Property and equipment are stated at cost, less
accumulated depreciation. Provisions for depreciation are made using
straight-line method over the estimated useful lives of the assets, which range
from three to seven years.


                                       36
<PAGE>

GOODWILL - Goodwill represents the excess of the purchase price over the
estimated fair value of net assets associated with acquisitions using the
purchase and equity methods of accounting. Goodwill is amortized on a
straight-line basis over 10 to 20 years and is evaluated periodically for other
than temporary impairment. The Corporation considers historical performance and
anticipated future results in its evaluation of potential impairment. During
this evaluation, management takes into consideration the value of the recorded
goodwill and any event or circumstances that might have diminished fair value.
Accordingly, when indicators of impairment are present, the Corporation
evaluates the carrying value of these assets in relation to the operating
performance of the business and future undiscounted cash flows expected to
result from the use of these assets, or the estimated market value of these
assets. Impairment losses are recognized when the sum of future cash flows are
less than the assets' carrying value, or the estimated market value is less than
the assets' carrying value. Should such an assessment indicate permanent
impairment, the net book value would be adjusted accordingly. An impairment loss
of $1,360,000 was recognized during the year ended December 31, 2000.

LOAN FEES - Loan fees are deferred, net of direct incremental loan origination
costs. Net deferred loan fees are accreted into income using the interest method
or straight-line method, if not materially different. Loan fees due at the
maturity of a loan are also deferred and accreted to income, unless collection
is in doubt, in which case they are then recognized on the cash basis.

REVENUE RECOGNITION - Westland Associates and Physician Advantage recognize
revenues when their vendors drop-ship products directly to their customers. One
Source recognizes revenue when all the terms of the sale are substantially
completed, generally when the product is shipped as this is when title passes.
Matrix recognizes revenues as rentals are contractually earned, or when products
are shipped to customers.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). In
July 2000, the Emerging Issues Task Force issued EITF 99-19, "Reporting Revenue
Gross as a Principal versus Net as an Agent". SAB 101 and EITF 99-19 provide
guidance on applying generally accepted accounting principles to revenue
recognition issues in financial statements. The Corporation has evaluated the
provisions of SAB 101 and EITF 99-19 and has amended its revenue recognition
policy for Westland pursuant to EITF 99-19.


                                       37
<PAGE>

In applying the provisions of EITF 99-19, Westland revenues are now reported on
a net basis and are included in "Group purchasing revenues" versus previously as
"Gross sales to auto dealers" and "Cost of sales from sales to auto dealers."
This change in reporting has been applied retroactively for all periods
presented herein. There is no impact to net income or earnings per share as a
result of this change in revenue recognition policy. However, the impact to the
presentation of revenues and cost of sales is as follows:

<TABLE>
<CAPTION>
                                                 2000               1999               1998
                                             -------------------------------------------------
<S>                                          <C>                <C>                <C>
      Previously reported as:
        Sales to auto dealers                $15,987,000        $14,235,000        $18,851,000
        Cost of sales to auto dealers         14,976,000         13,328,000         17,817,000
                                             -------------------------------------------------
      Net - restated revenues                $ 1,011,000        $   907,000        $ 1,034,000
                                             -------------------------------------------------
</TABLE>

COST OF SALES - Cost of product sales is comprised of the direct material costs,
direct labor costs and direct and indirect overhead applicable to sales. Cost of
rental revenue is comprised of direct labor costs, warehouse expenses, rental
equipment repairs and maintenance, freight, depreciation and equipment rentals.

INCOME TAXES - The Corporation joins with its subsidiary corporations in which
it owns 80% or more in filing a consolidated federal income tax return. In the
tax returns, taxable income or loss is consolidated with the taxable income or
loss of those subsidiaries. The income of One Source and Physician Advantage is
taxable to the partners and not the partnerships and accordingly, income taxes
are provided on the income of these entities only to the extent of the
Corporation's ownership in these entities. Matrix files separate federal and
state income tax returns.

Under the asset and liability method of accounting for income taxes, income tax
expense (benefit) is recognized by establishing deferred tax assets and
liabilities for the estimated future tax consequences attributable to the
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. The Corporation's
evaluation of the realizability of deferred tax assets includes consideration of
the amount and timing of future reversals of existing temporary differences.


                                       38
<PAGE>

STOCK OPTION PLAN - The Corporation accounts for its stock option plan in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations.
As such, compensation expense would be recorded on the date of grant, only if
the current market price of the underlying stock exceeded the exercise price. On
January 1, 1996, the Corporation adopted Statement of Financial Accounting
Standards No. 123 ("SFAS No. 123"), Accounting for Stock-Based Compensation,
which encourages but does not require entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 allows entities to continue to apply the provisions
of APB Opinion No. 25 and provide pro forma net income and pro forma income per
share disclosures for employee stock option grants issued in 1995 and future
years as if the fair-value-based method defined in SFAS No. 123 had been
applied. The Corporation has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure requirements of SFAS No.
123.

USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

RECLASSIFICATIONS - Certain reclassifications were made to the consolidated
financial statements of prior years to conform to the current year presentation.

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 133, Accounting for
Derivative Instruments and Hedging Activities, is effective for all fiscal years
beginning after June 15, 2000. SFAS 133, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. Under SFAS
133, certain contracts that were not formerly considered derivatives may now
meet the definition of a derivative. The Corporation will adopt SFAS 133
effective January 1, 2001.

At January 1, 2001, the Corporation will record $306,000 as a cumulative affect
transition adjustment to earnings relating to the warrants it holds and which
qualify as derivatives. This amount represents a warrant that has been
classified as available for sale and which is included in other comprehensive
income at December 31, 2000.


                                       39
<PAGE>

2. ACQUISITION OF SUBSIDIARIES

As discussed in Note 1, the Corporation acquired an 80% interest in One Source
from One Source Industries, Inc., on January 11, 1999; a 70% interest in
Physician Advantage as a result of two transactions occurring on May 18, 1999;
and a 68% interest in Matrix on November 22, 1999. Each of these acquisitions
was accounted for under the purchase method of accounting. The following table
summarizes the fair value of assets and liabilities of each business acquired as
of the date of acquisition and the computation of the excess of the purchase
price over the fair value of the net assets acquired (in thousands):

<TABLE>
<CAPTION>
                                                                  Fair Value of Assets Acquired
                                                                    and Liabilities Assumed
                                                                                                     1999
                                                        One         Physician                      Aggregate
                                                       Source       Advantage        Matrix      Acquisitions
<S>                                                   <C>            <C>            <C>            <C>
      Cash                                            $   117        $    88        $   164        $   369
      Accounts receivable, net                            929            114          1,129          2,172
      Inventories                                         104              0             48            152
      Property and equipment, net                         193            147          2,507          2,847
      Other assets                                         41             88            108            237
                                                      ----------------------------------------------------
      Total assets                                      1,384            437          3,956          5,777
                                                      ----------------------------------------------------

      Accounts payable                                    498             17            484            999
      Accrued expenses and other liabilities              208            139            732          1,079
      Income taxes                                          0              0            520            520
      Installment loan obligation                         120              0             32            152
                                                      ----------------------------------------------------
      Total liabilities                                   826            156          1,768          2,750
                                                      ----------------------------------------------------

      Fair value of net assets at 100%                $   558        $   281        $ 2,188        $ 3,027
                                                      ----------------------------------------------------

      Fair value of % of net assets acquired          $   446        $   281        $ 1,488        $ 2,215

      Purchase price and closing costs                  5,752          1,858          4,879         12,489
                                                      ----------------------------------------------------

      Excess of purchase price over the fair
       value of net assets acquired (Goodwill)        $ 5,306        $ 1,577        $ 3,391        $10,274
                                                      ====================================================
</TABLE>

One Source Acquisition

The acquisition of One Source included cash consideration of $4,800,000 paid at
closing, closing costs of $246,000, and deferred consideration of $196,000 paid
in April 2000. In addition, the Corporation is required to make contingent
payments ("earnout") not to exceed an aggregate of $2,038,148, payable in
installments of $509,537, for each of the four years ended December 31, 1999,
2000, 2001 and 2002, if One Source produces "annual adjusted earnings" (as
defined) for each applicable year.


                                       40
<PAGE>

The Corporation was obligated to make the maximum earnout payment for both 2000
and 1999. Accordingly, the Corporation accrued these obligations at December 31,
2000 and 1999, respectively, which amounts are reflected in liabilities "Due to
sellers." The amount owed in respect of the 1999 earnout was paid in March 2000,
in accordance with the agreement.

The amount of earnout that has been accrued has been added to goodwill and is
being amortized in accordance with the goodwill amortization policy.

In connection with the Corporation's purchase of One Source, a non-compete
covenant was executed with the president of One Source, who also owns 20% of the
company. This covenant runs for a period of three years after he ceases to have
an ownership interest in One Source.

Physician Advantage, LLC

On May 18, 1999, the Corporation acquired a 55% interest in Physician Advantage
by exercising its option to convert $270,000 of a convertible loan receivable
into an ownership interest, and acquired an additional 15% interest as
consideration for an option granted on March 1, 1999 that expired on May 18,
1999.

On May 18, 1999, Physician Advantage had a net tangible book value of $281,000,
excluding the loan owing to the Corporation in the amount of $1,858,000. Upon
conversion of $270,000 of the loan into a 55% equity interest, Physician
Advantage had a remaining deficiency in net assets of $1,307,000. The option
consideration was valued at $0 at the date of exercise. On consolidation, the
amount paid for Physician Advantage is $1,858,000, consisting of the converted
loan of $270,000 plus the remaining loan balance of $1,588,000, which is
eliminated on consolidation. The consolidated cost over the fair value of the
tangible net assets of $1,577,000 is reflected as goodwill and was being
amortized using the straight-line method over 10 years until the remaining
balance of $1,360,000 was written off at September 30, 2000, based on
management's determination of a permanent impairment.

The permanent impairment write-down was made after consideration of all factors
related to the business of Physician Advantage, including the mounting operating
losses for this business, the inability of Physician Advantage to achieve its
revised business plan and negative market conditions which have further
undermined the ability of Physician Advantage to succeed as a viable entity
evidenced by its inability to raise additional capital and, therefore, compete
effectively with other companies in its industry. Hence, in accordance with the
Corporation's policy, the Corporation has evaluated the carrying value of these
assets in relation to their estimated market value. The impairment loss reflects
management's evaluation of the estimated market value of Physician Advantage as
compared to its carrying value at December 31, 2000.

The consolidated results of operations include 100% of the results of Physician
Advantage compared to the 70% of this company owned by the Corporation, because
the acquisition was made at a time when Physician Advantage had a deficiency in
net tangible assets, and the minority owners have not guaranteed the subsidiary
debt or committed to provide additional capital.


                                       41
<PAGE>

As of December 31, 2000, the Corporation will not reflect a minority interest
share in future net income, if any, attributable to the minority owners'
ownership interest in Physician Advantage, until all pre-acquisition losses of
$392,000 plus post acquisition losses of $140,000 for 1999 and $341,000 for
2000, attributable to the minority interests, are recouped. Furthermore, the
Corporation will continue to absorb 100% of any future losses attributable to
Physician Advantage, if any, for as long as the company continues to have a
deficiency in tangible net assets.

Matrix Visual Solutions

The Corporation acquired 68% of the issued and outstanding capital stock of
Matrix from the two founding shareholders. One founding shareholder continues to
own 32% of the issued and outstanding capital stock.

The purchase price was $4,808,229, of which $3,765,000 was paid at closing and
the additional $1,043,229 was paid on January 20, 2000. The additional
consideration was accrued at December 31, 1999 and is included in liabilities
"Due to sellers." The excess of the purchase price over the fair value of the
net assets acquired of $3,391,000 is recognized as goodwill and is being
amortized using the straight-line method over 20 years.

In connection with the Corporation's purchase of Matrix shares, an employment
agreement was executed with the president of Matrix, who also owns 32% of the
company. The agreement has a term of 36 months and calls for compensation levels
similar to the compensation that was paid to this executive prior to the
acquisition of Matrix. The employment agreement includes a bonus arrangement
based on the achievement of targeted financial results for each fiscal year
covered by the agreement.

Pro Forma Operating Data

As discussed above, the Corporation acquired One Source, Physician Advantage and
Matrix during the year ended December 31, 1999. Pro Forma information is not
presented for Matrix and Physician Advantage as the impact on revenues, net
income and diluted earnings per share is not significant. Pro Forma information
for One Source is presented below for the year ended December 31, 1998. Pro
Forma information in not presented for One Source for the year ended December
31, 1999 as the acquisition was made on January 11, 1999 and the results are
therefore indicative of a full year. Proforma "Unaudited" Selected Financial
Data for the years ended December 31, 1998 is presented as if One Source had
been acquired by the Company on January 1, of such year, and is as follows
(dollars in thousands, except per share information):

       1998                         As reported      Pro Forma
                                    -----------      ---------
      Revenues                          $11,714        $21,698
      Net income                          5,827          6,374
      Diluted earnings per share            .73            .80


                                       42
<PAGE>

3. DISCONTINUED OPERATIONS

On January 31, 2000, Global Telecommunications sold substantially all of its
assets for cash consideration of $1,900,000. The Corporation received
$1,418,000, net of closing costs, on account of its 75% interest. In connection
with this sale, the Corporation recorded a gain on disposal of $693,000, net of
estimated income taxes of $461,000.

The results of Global Telecommunications are reported as a discontinued
operation for all periods presented. The 1999 and 1998 statements of
consolidated income, cash flows, and related notes to consolidated financial
statements have been restated to conform to the discontinued operations
presentation.

Results of operations for the three years ended December 31, 2000 for this
discontinued operation are as follows:

<TABLE>
<CAPTION>
                                                    2000               1999                1998
                                                 -------------------------------------------------
<S>                                              <C>               <C>                 <C>
      Operating revenues                         $       --        $   864,000         $ 1,394,000
      Operating expenses                                 --            868,000           1,141,000
      Operating income (loss)                            --             (4,000)            253,000
      Income taxes and Minority interests                --              2,000             (89,000)
                                                 -------------------------------------------------
      Income (loss) from operations              $       --        $    (2,000)        $   164,000
                                                 -------------------------------------------------
</TABLE>

The following table summarizes the disposition of Global Telecommunications at
January 31, 2000 (in thousands):

<TABLE>
<CAPTION>
                                                          Approximate book
                                                                value
                                                         of net assets sold
<S>                                                             <C>
      Accounts receivable, net                                  $  111
      Property and equipment, net                                  269
                                                                ------
      Total assets                                                 380
      Accounts payable                                              28
                                                                ------
      Book value of assets sold                                    352
                                                                ------

      Westminster Capital's 75% share of net assets sold           264

      Distribution to Westminster net of closing costs           1,418
                                                                ------

      Gain on sale of 75% interest                               1,154

      Applicable income taxes on gain on sale                      461
                                                                ------

      Gain on sale, net of income taxes                         $  693
                                                                ======
</TABLE>


                                       43
<PAGE>

4. EQUITY INVESTMENT

On January 1, 1999, the Corporation acquired a 50% interest in Touch Controls,
Inc. by exercising its option to convert a convertible loan receivable in the
principal amount of $800,000, plus accrued interest of $57,000, into ownership
of common stock. The excess cost of $456,000 over 50% of the net assets at the
date of acquisition has been recorded as goodwill and is being amortized over a
ten-year period. The Corporation's proportionate share of results of operations
for Touch Controls is included under the caption "Gain (loss) from equity
investments" in the Consolidated Statements of Income since the conversion. The
equity investment of $570,000, net of post acquisition cumulative gains of
$169,000, is included in other assets in the Consolidated Statements of
Financial Condition.

The summarized assets and liabilities of Touch Controls at December 31, 2000 and
1999 and on January 1, 1999, post-debt conversion, were as follows (in
thousands):

<TABLE>
<CAPTION>
                                     December 31, 2000       December 31, 1999         January 1, 1999
                                     -----------------------------------------------------------------
<S>                                             <C>                     <C>                     <C>
      Total Assets                              $3,105                  $2,676                  $1,595
                                     -----------------------------------------------------------------
      Total Liabilities                          1,965                   2,134                     794
                                     -----------------------------------------------------------------

      Total Liabilities and
          Shareholders' Equity                  $3,105                  $2,676                  $1,595
                                     -----------------------------------------------------------------
</TABLE>

5. 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 December 31,
2000 and 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                            Gross                     Gross
                                                         Unrealized                  Unrealized         Estimated
                                     Amortized Cost         Gains                      Losses           Fair Value
                                     -----------------------------------------------------------------------------
<S>                                     <C>               <C>                          <C>                <C>
      2000:
      U.S. Treasury and Agency          $ 16,983          $     24                     $     --           $ 17,007
         Securities
      Equity securities                       --               323                           --                323
                                     -----------------------------------------------------------------------------
            Total                       $ 16,983          $    347                     $     --           $ 17,330
                                     =============================================================================

      1999:
      U.S. Treasury and Agency          $ 21,850          $     --                     $   (210)          $ 21,640
         Securities
       Equity securities                      34                27                          (24)                37
                                     -----------------------------------------------------------------------------
            Total                       $ 21,884          $     27                     $   (234)          $ 21,677
                                     =============================================================================
</TABLE>


                                       44
<PAGE>

At December 31, 2000, unrealized holding gains on securities available-for-sale
were $193,000 net of taxes of $154,000. At December 31, 1999, unrealized holding
losses on securities available-for-sale were $128,000 net of taxes of $79,000.

Maturities of U.S. Treasury and Agency Securities were as follows at December
31, 2000 (in thousands):

                                                Amortized            Fair
                                                  Cost              Value
                                                 -------           -------
      Due within one year                        $16,983           $17,007

      Due after one year through
         five years                                   --                --

                                                 -------------------------
                                                 $16,983           $17,007
                                                 =========================

Gross gains and (losses) of $10,000 and $(49,000), $847,000 and $(245,000) and
$66,000 and $0 were realized on sales in 2000, 1999 and 1998, respectively.
During the years ended December 31, 2000 and 1999, the Corporation recorded
permanent impairment write-downs on investment securities of $34,000 and
$245,000, respectively, which amounts are included in the caption "(Loss) gain
on sale or impairment of securities available-for-sale" in the Consolidated
Statements of Operations for the years ended December 31, 2000 and 1999.

6. INVESTMENTS IN LIMITED PARTNERSHIPS THAT INVEST IN SECURITIES

The Corporation has invested in limited partnerships that invest in securities.
Gains or losses on these investments are recorded based upon the equity method
of accounting. Unrealized (losses) gains of $(195,000), $838,000 and $(299,000)
were recorded in connection with these investments during the years ended
December 31, 2000, 1999 and 1998, respectively, which are reflected in the
Consolidated Statements of Operations.

7. OTHER INVESTMENTS

In May 1996, the Corporation made an equity investment of $750,000 in HP America
("HPA"), a health maintenance organization based in Florida. This investment was
guaranteed by an unaffiliated company and included a put option of the
investment to the guarantor at a price of $1,215,000. The guarantee applied in
the event that the common stock of HPA was not subject to an effective
registration statement by August 1, 1998.

In October 1998, HPA announced a capital deficiency, the cessation of operations
in New Jersey and the seizure of its operations in Florida by the Commissioner
of Insurance. Based on these events and the uncertainty concerning the value of
the guarantee held by the Corporation for this investment, the Corporation
recorded a permanent impairment write-down of $250,000 on this investment during
the year ended December 31, 1998, which is included in the caption "Other income
(loss)" in the Consolidated Statements of Operations for the year ended December
31, 1998. Subsequent to this permanent impairment write-down, the Corporation
received from the


                                       45
<PAGE>

guarantor additional equity securities as security for the guarantee, which the
Corporation considered to be sufficient to secure the $500,000 carrying value of
this investment at December 31, 1998. During 1999, the Corporation received
$200,000 as partial satisfaction of the guarantee, resulting in a carrying value
of $300,000 at December 31, 1999. In March 2000, the Corporation received an
additional $750,000 as settlement and satisfaction of the guarantee and final
liquidation of this investment, resulting in a gain of $450,000 being recorded
during the year ended December 31, 2000, which is included in "other income
(loss)."

Other investments include equity investments made in private companies. In each
instance, these investments represent less than 20% equity in such companies and
are accounted for using the cost method of accounting.

8. LOANS RECEIVABLE

The composition of the Corporation's loans receivable at December 31, 2000 and
1999 is as follows (in thousands):

                                                         2000            1999
                                                       ------          ------
      Loans, net of loan fees and allowances,
          secured by trust deeds or mortgages          $5,224          $5,244
      Loans secured by other collateral                    --             500
                                                       ----------------------
      Total                                            $5,224          $5,744
                                                       ======================

The loans secured by trust deeds or mortgages as of December 31, 2000 and 1999,
include a loan in the amount of $4,218,500 advanced on December 14, 1999,
bearing interest at 15% per annum, which is secured by real estate and other
collateral. Interest through December 31, 1999 of $31,205 was prepaid at
closing. The loan required monthly payments of interest of $52,731 beginning
February 1, 2000, with the principal balance due and payable on December 1,
2000. This loan went into default in November. Westminster is seeking judicial
foreclosure of the collateral and intends to foreclose on the real property and
other collateral and, if necessary, recover on the guarantee. At December 31,
2000, accrued interest was $198,000.

The loans secured by trust deeds or mortgages outstanding at December 31, 2000
and 1999 include a note of $1,025,000, net of discount of $25,000, originated in
1996, which was originally due in 1998, and has since been in default. The
Corporation commenced foreclosure proceedings in October 1997 on this loan. In
September 2000, the Corporation, the borrower and other interested parties
("beneficiaries") entered into a Mutual Settlement Agreement pursuant to which
the borrower and the beneficiaries agreed to sell as much of the real property
securing the loan as may be necessary to pay Westminster the sum of $1,250,000
plus interest at the rate of 8 3/4% per annum accruing from November 30, 2000
until the settlement amount is paid in full. The Mutual Settlement Agreement
additionally provides that if the settlement amount is not paid in full by June
1, 2001 or if there are not pending sales contracts on that date that upon
closing will pay the settlement amount in full, then the balance of the real
property will be sold at public auction and the auction proceeds applied to pay
the settlement amount. Management believes the formula provided by this
settlement agreement provides a basis sufficient to recover the principal and
accrued interest of $1,064,000, net of a reserve of $105,000, at December 31,
2000.


                                       46
<PAGE>

Loans secured by other collateral at December 31, 1999 represented advances
against a $500,000 working capital credit facility extended to Touch Controls on
April 7, 1999. This facility provided for interest at prime plus 1%, and was
secured by all assets of the borrower and by a guarantee from the other
principal shareholder for 50% of the amount outstanding. At December 31, 2000,
the entire $500,000 plus accrued interest had been repaid in accordance with the
loan agreement.

A loan is impaired when it is probable that the Corporation will be unable to
collect all principal and accrued interest due according to the contractual
terms of the loan agreement. The average balances of impaired loans and interest
income recognized on impaired loans were $3,296,000 and $336,000, respectively,
for the year ended December 31, 2000, $1,393,000 and $0, respectively, for the
year ended December 31, 1999, and $1,752,000 and $118,000, respectively, for the
year ended December 31, 1998. The components of impaired loans and accrued
interest at December 31, 2000 and 1999 are as follows (in thousands):

                                             2000              1999
                                          -------           -------
      Impaired loans and
         accrued interest                 $ 5,566           $ 1,025
      Less: valuation allowances             (105)             (105)

                                          -------           -------
      Net carrying value of
         impaired loans and
         accrued interest                 $ 5,461           $   920
                                          =======           =======

Activity in the valuation allowance for all loans and accrued interest for the
years ended December 31, 2000, 1999 and 1998 is summarized as follows (in
thousands):

                                       2000           1999            1998
                                      -----          -----           -----

      Balance at January 1            $ 105          $ 177           $  31
      Additions                          --             --             146
      Recoveries                         --            (36)             --
      Direct write-downs                 --            (36)             --
                                      -----          -----           -----

      Balance at December 31          $ 105          $ 105           $ 177
                                      =====          =====           =====


                                       47
<PAGE>

9. PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                      December 31,
                                                 2000              1999
                                              -------------------------
<S>                                           <C>               <C>
      Machinery and equipment                 $   350           $   216
      Equipment held for rental                 5,519             3,135
      Furniture and equipment                     885               387
      Automobiles                                 316               193
      Computers and software                      490               332
                                              -------------------------
                                                7,560             4,263
      Less: Accumulated depreciation           (1,797)             (866)
                                              -------------------------

                                              $ 5,763           $ 3,397
                                              =========================
</TABLE>

Property and equipment includes $207,000 in assets acquired through capital
leasing transactions. Accumulated depreciation on these assets was $116,000 and
$69,000 at December 31, 2000 and 1999, respectively. These assets secure the
obligations under capital leases (see Note 12). Depreciation expense related to
property and equipment was $1,236,000, $356,000 and $46,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.

10. GOODWILL

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

<TABLE>
<CAPTION>
                                                       Accumulated       Amortization            Net
                                        Purchased     Amortization      for year ended       Unamortized
                                        Goodwill        at 1/1/00          12/31/00        Cost at 12/31/00
                                   ------------------------------------------------------------------------
<S>                                      <C>              <C>               <C>               <C>
      December 31, 2000:
      One Source Industries              $ 5,825          $  (240)          $  (269)          $ 5,316
      Matrix Visual Solutions              3,411              (18)             (171)            3,222
      Physician Advantage                  1,577              (99)           (1,478)               --
      Westland Associates                    888             (188)              (89)              611
      Touch Controls                         456              (46)              (46)              364
                                   ------------------------------------------------------------------------
            Total                        $12,157          $  (591)          $(2,053)          $ 9,513
                                   ========================================================================

                                                       Accumulated       Amortization            Net
                                        Purchased     Amortization      for year ended       Unamortized
                                        Goodwill        at 1/1/00          12/31/00        Cost at 12/31/00
                                   ------------------------------------------------------------------------
      December 31, 1999:
        One Source Industries            $ 5,306          $    --           $  (240)          $ 5,066
        Matrix Visual Solutions            3,391               --               (18)            3,373
        Physician Advantage                1,577               --               (99)            1,478
        Westland Associates                  888             (100)              (88)              700
        Touch Controls                       456               --               (46)              410
                                   ------------------------------------------------------------------------
            Total                        $11,618          $  (100)          $  (491)          $11,027
                                   ========================================================================
</TABLE>


                                       48
<PAGE>

11. SEGMENT INFORMATION

The Corporation has four reportable segments: Point-of-purchase display and
packaging, equipment rental and sales, group purchasing services and finance,
and secured lending. Other business represents non-identifiable segment
activity. Results for these segments reflect results of operations from each
business owned by the Corporation since the date of acquisition.

The point-of-purchase display and packaging segment represents the results of
One Source, an 80% owned subsidiary, that serves consumer manufacturers seeking
display and packaging solutions that meet requirements of mass merchandisers and
specialty retailers.

The equipment rental and sales segment represents the results of Matrix, a 68%
owned subsidiary, that rents and sells a wide range of audio-visual and other
presentation equipment.

The group purchasing segment reflects the results of Westland, a wholly owned
subsidiary, that provides group purchasing of goods and services for new car
dealers and the results of Physician Advantage, a 70% owned subsidiary, that
provides group purchasing for physicians and physician groups.

The finance and secured lending segment consists of lending activity and equity
investments. Assets not employed in lending activities or in other segments are
invested in securities available-for-sale. These securities consist principally
of U.S. government securities and commercial paper, but to a limited extent
include investments in common and preferred stocks, warrants, and convertible
debentures.


                                       49
<PAGE>

Revenues, gross profit and other financial data for continuing operations of the
Corporation's industry segments for the three years in the period ended December
31, 2000 are included below. All revenues are earned in the United States.

<TABLE>
<CAPTION>
                                                 -----------------------------------------------------------------------------------
                                                    Point-of
                                                    purchase     Equipment       Group      Finance and       Other
                                                  display and    rental and    purchasing     secured       business
                                                   packaging       sales        services      lending          (3)           Total
                                                 -----------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>           <C>            <C>           <C>
2000
Revenues                                            $ 14,043      $ 10,055      $  1,568      $  2,612       $     --      $ 28,278

Gross profit                                           4,942         4,264         1,568         2,612             --        13,386
Selling, general and administrative                    3,470         3,798         2,412         1,296             --        10,976
Depreciation, amortization, accretion, net (1)           351           256         1,639             9             --         2,255
Interest expense                                          49           196            15            --             --           260
Income (loss) before income taxes (2)                  1,072            14        (2,498)        1,307             --          (105)
Total assets                                           9,032        10,679         1,639        31,869             --        53,219

1999
Revenues                                            $ 11,808      $    601      $  1,184      $  5,281       $    192      $ 19,066
Gross profit                                           4,179           350         1,184         5,281            192        11,186
Selling, general and administrative                    2,289           121         1,910         1,809             --         6,129
Depreciation, amortization, accretion, net (1)           295            68           251           (21)            --           593
Interest expense                                          19            13            27            --             --            59
Income (loss) before income taxes (2)                  1,576           148        (1,004)        3,493            192         4,405
Total assets                                           8,192         4,247         3,228        35,473             --        51,140

1998
Revenues                                            $     --      $     --      $  1,034      $  7,955       $  2,725      $ 11,714
Gross profit                                              --            --         1,034         7,955          2,725        11,714
Selling, general and administrative                       --            --         1,620         2,429             --         4,049
Depreciation, amortization, accretion, net (1)            --            --           121          (130)            --            (9)
Interest expense                                          --            --             9            --             --             9
Income (loss) before income taxes (2)                     --            --          (716)        5,656          2,725         7,665
Total assets                                              --            --         1,744        40,853             --        42,597
</TABLE>

      (1)   Excludes depreciation and amortization charged to cost of sales.

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

      (3)   Other business consists of the settlement recoveries in the Drexel
            Burnham Lambert, Inc. class action lawsuit. Additionally, 1998
            includes a one-time Franchise Tax Board settlement.


                                       50
<PAGE>

12. OTHER BORROWINGS

Other borrowings consisted of the following at December 31, 2000 (in thousands):

                                              December 31,
                                           2000        1999
                                         ------------------
      Bank lines of credit               $3,554      $  517
      Notes payable                         601         145
      Capitalized lease obligations         107         146
                                         ------------------
                                         $4,262      $  808
                                         ==================

The bank lines of credit are comprised of a term loan and two revolving lines of
credit. The term loan is in the principal amount of $750,000 and requires
monthly principal and interest payments over a five-year term beginning April
2000. The outstanding principal balance at December 31, 2000 was $609,000. The
revolving line of credit for working capital purposes in the nominal principal
amount of $750,000 has a maturity date of March 2001 and requires monthly
payments of interest only. At December 31, 2000 the outstanding principal
balance was $745,000. The revolving line of credit for equipment purchases in
the nominal amount of $2,200,000 has a maturity date of April 2005, and requires
monthly payments of interest only through March 2001, and thereafter amortizes
in 48 equal monthly payments of principal plus accrued interest. At December 31,
2000, the outstanding principal balance on the equipment line of credit was
$2,200,000. Each loan is secured by Matrix' assets and bears interest at the
bank's prime rate (9.00% at December 31, 2000).

Under the credit facilities, Matrix is required to meet three covenants. At
December 31, 2000, the company was in compliance with one of the three bank
covenants. Matrix was in compliance with the minimum tangible net worth
covenant, but was out of compliance with the debt to tangible net worth ratio
and the cash flow coverage of capital expenditures covenants. The bank has
waived the non-compliance of the debt covenants as of December 31, 2000.


                                       51
<PAGE>

Details of notes payable are as follows:

                                                                 December 31,
                                                                2000        1999
                                                           ---------------------
Notes Payable due in aggregate monthly
installments of $11,471 including interest at
9.752%, final payment due April 30, 2004,
collateralized by equipment                                     $390        $ --

Notes Payable due in aggregate monthly
installments of $7,974 through various dates in
2003, including interest ranging from 8.35%
to 9.25%, collateralized by equipment                            146         115

Note Payable due in monthly installments of
$2,440 through various dates in 2003, including
interest at an average rate of 7.47%,
collateralized by automobiles                                     65          30
                                                           ---------------------
                                                                $601        $145
                                                           =====================

The capitalized lease obligations are secured by the leased equipment.

Aggregate annual maturities of other borrowings, including future minimum lease
payments under capitalized lease obligations, were as follows as of December 31,
2000:

                                              (dollars in thousands)
    2001                                                                 $ 1,655
    2002                                                                     982
    2003                                                                     911
    2004                                                                     642
    2005                                                                      92
                                                                  --------------
      Aggregate payments to be made                                        4,282
         Less: amount representing interest                                   20
                                                                  --------------
                                                                          $4,262
                                                                  ==============

The amount represented by bank lines of credit for 1999 of $517,000 was owed to
a financial institution, pursuant to a credit facility of $600,000, which was
collateralized by substantially all the assets of Matrix and bore interest at
prime plus 1.625% (10.13% at December 31, 1999). The line of credit was repaid
in April 2000 from the current line of credit, described above.

13. GAIN ON SALE OF EQUITY INVESTMENT

On February 26, 1998, the Corporation sold its 40% interest in Pink Dot, Inc.
("Pink Dot") to the majority owner of Pink Dot ("the buyer") for $6,000,000. The
Corporation recorded a gain of $5,887,000 in connection with this sale, which is
reflected in "Gain from equity investments" in the Consolidated Statement of
Operations for the year ended December 31, 1998.


                                       52
<PAGE>

14. INCOME TAXES

The benefit (provision) for income taxes for the years ended December 31, 2000,
1999, and 1998 includes the following (in thousands):

<TABLE>
<CAPTION>
                                                   2000         1999          1998
                                                -------      -------       -------
<S>                                             <C>          <C>           <C>
Current tax (provision) benefit
   Federal                                          369      $(1,163)      $  (548)
   State                                             46         (330)        1,153

Deferred tax (provision) benefit
   Federal                                        4,628         (258)       (2,457)
   State                                          1,551          (92)         (150)
                                                ----------------------------------
Total (provision) benefit for income taxes      $ 6,594      $(1,843)      $(2,002)
                                                ==================================
</TABLE>

The Corporation had tax net operating loss carryforwards at December 31, 2000 of
approximately $232,000 for federal purposes.

The income tax benefit (provision) reflects effective rates of (113.7%), 41.8%
and 26% on income before income taxes for the years ended December 31, 2000,
1999, and 1998, respectively. The income tax provision differs from the amounts
computed by applying the statutory federal income tax rate of 34% to the income
before income taxes for the following reasons (in thousands):

<TABLE>
<CAPTION>
                                                                                    2000          1999          1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>           <C>
Tax expense at statutory federal income tax rate                                 $    36       $(1,619)      $(2,657)
California franchise tax, net of federal benefit                                     869          (291)         (467)
Legal settlement                                                                   5,718            --            --
Adjustment to prior year tax liability                                                --            --         1,113
Minority interest                                                                     66           157            20
Other, net                                                                           (95)          (90)          (11)
--------------------------------------------------------------------------------------------------------------------
                                                                                 $ 6,594       $(1,843)      $(2,002)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

At December 31, 2000 and 1999, the Corporation had cumulative deferred taxes
payable of $2,172,000 and $8,230,000, respectively. Tabulated below are the
significant components of the net deferred tax liability at December 31, 2000
and 1999 (in thousands):

<TABLE>
<CAPTION>
Components of the deferred tax asset:                       2000            1999
                                                          ----------------------
<S>                                                       <C>             <C>
    Net operating loss carryforward                       $   79          $  150
    State taxes                                              143             797
    Loan fee income                                           66              54
    Unrealized holding loss on
       securities available-for-sale                          --              79
    Allowance for doubtful accounts                          293              --
    Amortization of goodwill                                 672              --
    Other                                                    583             436

                                                          ----------------------
Deferred tax asset                                         1,836           1,516
                                                          ----------------------
</TABLE>


                                       53
<PAGE>

<TABLE>
<S>                                                       <C>            <C>
Components of the deferred tax liability:
    Legal settlements                                     (2,889)        (9,268)
    Depreciation                                            (949)            --
    Unrealized gains on limited partnerships
       that invest in securities                             (16)          (478)
    Unrealized holding gain on
       securities available-for-sale                        (154)            --
                                                         -----------------------
Deferred tax liability                                    (4,008)        (9,746)
                                                         -----------------------

Net deferred tax liability                               $(2,172)       $(8,230)
                                                         =======================

Net state deferred tax liability                         $  (447)       $(1,939)
Net federal deferred tax liability                        (1,725)        (6,291)
                                                         -----------------------
                                                         $(2,172)       $(8,230)
                                                         =======================
</TABLE>

In evaluating the realizability of its deferred tax assets, management has
considered the turnaround of deferred tax liabilities during the periods in
which temporary differences become taxable or deductible.

During the year ended December 31, 2000, certain provisions previously
established as deferred tax liabilities were reversed, based on the expiration
of the periods for potential assessment for such taxes. These provisions relate
to legal settlement revenues received by the Corporation in prior years. The
current year reversal represents the majority of the established liability for
deferred taxes on the legal settlement revenues. The remaining deferred tax
liability of $2,889,000 will be evaluated for reversal in future years on the
same basis as the current year reversal.

Effective April 1, 1998, the Franchise Tax Board ("FTB") and the Corporation
entered into a settlement pursuant to which the State of California refunded 50%
of the amounts claimed for refund by the Corporation for the years ended
December 31, 1987 and 1988, plus interest on those amounts from the date the
taxes were originally paid. As a result, the Corporation received refunds in the
amounts of $3,834,000 including accrued interest of $2,355,000 for the year
ended December 31, 1987 and $495,000 including accrued interest of $289,000 for
the year ended December 31, 1988.

Since the Corporation's original claims for refund were initially established as
receivables due from the FTB but were subsequently fully reserved for due to
uncertainty as to recovery, the combined refunds from the FTB in the amount of
$1,686,000 have been recorded as a reduction of the Corporation's provision for
income taxes and the accrued interest from the FTB in the amount of $2,644,000
has been recorded as interest income during the year ended December 31, 1998.


                                       54
<PAGE>

15. SUPPLEMENTAL CASH FLOW INFORMATION

The tax effect of unrealized (losses) gains on securities available-for-sale for
the years ended December 31, 2000, 1999 and 1998 was $232,000, $130,000 and
$88,000, respectively.

<TABLE>
<CAPTION>
                                                                           Year  ended         Year  ended
                                                                        December 31, 2000    December 31, 1999
                                                                        --------------------------------------
<S>                                                                        <C>               <C>
Supplemental schedule of cash flow information:

Interest paid                                                              $    260,000      $     59,000
                                                                        ======================================
Income taxes paid                                                          $  1,886,000      $    916,000
                                                                        ======================================

Supplemental schedule of non-cash investing and financing activities:

Conversion of note receivable inclusive of $57,000
   of accrued interest into a 50% equity investment                        $         --      $    857,000
                                                                        ======================================
</TABLE>

In connection with the Corporation's acquisition of subsidiaries in 1999 (see
Note 2) for an aggregate purchase price of $12,489,000, liabilities were assumed
as follows:

<TABLE>
<S>                                                                          <C>
      Fair value of assets acquired and goodwill                             $ 16,051,000
      Conversion and elimination of Physician Advantage note receivable        (1,858,000)
      Minority interests in net assets acquired                                  (812,000)
      Cash paid and amounts owing to sellers for acquisitions                 (10,631,000)
                                                                             ------------
      Liabilities assumed at closing                                         $  2,750,000
                                                                             ============
</TABLE>

16. LAWSUIT SETTLEMENT

During 1999 the Corporation received $192,000 in net proceeds from the
settlement of claims asserted in a class action lawsuit filed against Drexel
Burnham Lambert, Inc., Michael Milken and various other parties in 1989 and
settled in 1993. In 1998, the Corporation received $52,000 in net proceeds from
the same settlement.


                                       55
<PAGE>

17. NET INCOME PER COMMON SHARE

Net income per common share is computed in accordance with Statement of
Financial Accounting Standards No. 128 ("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. As a result of the income per share
methods required to be disclosed by the Corporation under SFAS No. 128, the
Statement also requires disclosure of a reconciliation from Basic Net Income Per
Common Share to Diluted Net Income Per Common Share for the years ended December
31, 2000, 1999 and 1998, as follows:

<TABLE>
<CAPTION>
                                                                            WEIGHTED               NET
                                                         NET                AVERAGE               INCOME
                                                        INCOME               SHARES              PER SHARE
                                                  ------------------  --------------------- -------------------
<S>                                                      <C>                  <C>                    <C>
DECEMBER 31, 2000
BASIC NET INCOME PER COMMON SHARE
Income available to common stockholders                  $6,989,000           8,052,000              $0.87
Dilutive effect of stock options                                                  5,000
DILUTED NET INCOME PER COMMON SHARE
Income available to common stockholders                  $6,989,000           8,057,000              $0.87

DECEMBER 31, 1999
BASIC NET INCOME PER COMMON SHARE
Income available to common stockholders                 $ 2,323,000           7,835,000              $0.30
Dilutive effect of stock options                                                117,000
DILUTED NET INCOME PER COMMON SHARE
Income available to common stockholders                  $2,323,000           7,952,000              $0.29

DECEMBER 31, 1998
BASIC NET INCOME PER COMMON SHARE
Income available to common stockholders                  $5,827,000           7,835,000              $0.74
Dilutive effect of stock options                                                 93,000
DILUTED NET INCOME PER COMMON SHARE
Income available to common stockholders                  $5,827,000           7,928,000              $0.73
</TABLE>


                                       56
<PAGE>

18. STOCK OPTION PLAN

During 1997, the Corporation's Board of Directors adopted the 1997 Stock
Incentive Plan (the "1997 Plan"), which was approved at the Annual Meeting of
Shareholders on June 2, 1998. The 1997 plan replaces the plans that expired in
1996. An aggregate of one million shares of the Corporation's common stock may
be issued under the 1997 Plan.

The per share weighted-average fair value of stock options granted during 2000,
1999 and 1998 was $1.27, $1.34 and $1.37, respectively, on the date of grant
using the Black Scholes option-pricing model with the following weighted-average
assumptions: expected dividend yield 0%, risk-free interest rate of 6.40%, 6.36%
and 5.41% for 2000, 1999 and 1998, respectively, expected volatility of 43%, 41%
and 43% for 2000, 1999 and 1998, respectively, and an expected life of 4.42
years.

The Corporation applies APB Opinion No. 25 in accounting for stock option plans
and, accordingly, no compensation cost has been recognized for its stock options
in the consolidated financial statements. Had the Corporation determined
compensation cost based on the fair value at the grant date for its stock
options under SFAS No. 123, the Corporation's net income would have been reduced
to the pro forma amounts indicated below (in thousands, except per share data):

<TABLE>
<CAPTION>
                                               2000           1999           1998
                                               ----           ----           ----
<S>                                       <C>            <C>            <C>
      Net income
          As reported                     $   6,989      $   2,323      $   5,827
          Pro forma                           6,952          2,256          5,779
      Net income per share (diluted)
           As reported                    $     .87      $     .29      $     .73
           Pro forma                            .86            .28            .73
</TABLE>

Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                                                                        Weighted Average
                                               Number of              Option              Option Price
                                                 Shares                Price                Per Share
                                          --------------------   ------------------   --------------------
<S>                                              <C>                 <C>                      <C>
  Balance at December 31, 1998                    410,000            $ 1.81 - 3.00            $2.12
       Granted                                     50,000                     3.25             3.25
       Exercised                                       --
       Cancelled                                       --
       Expired                                         --
                                          --------------------   ------------------   --------------------
  Balance at December 31, 1999                    460,000            $ 1.81 - 3.25           $ 2.24
       Granted                                     70,000                     3.00             3.00
       Exercised                                 (290,000)           $ 1.81 - 1.99             1.97
       Cancelled                                       --
       Expired                                         --
                                          --------------------   ------------------   --------------------

  Balance at December 31, 2000                    240,000            $ 2.37 - 3.25            $2.79
                                          ====================   ==================   ====================
</TABLE>


                                       57
<PAGE>

At December 31, 2000 and 1999, the weighted-average remaining contractual life
of outstanding options was 2.69 and 1.57 years, respectively.

At December 31, 2000 and 1999, the number of options exercisable was 82,500 and
335,000, respectively, and the weighted-average exercise price of those options
was $2.58 and $2.03, respectively.

19. COMMITMENTS AND CONTINGENCIES

The Corporation may be required to make additional contingent payments
("earnout") in connection with the acquisition of One Source. Such future
contingent payments, if any, will not exceed an aggregate of $1,019,074 payable
in maximum installments of $509,537 for each of the two years ending December
31, 2001 and 2002. The earnout is to be determined on an annual basis for the
years 2001 and 2002, based on Annual Adjusted Earnings (as defined) for the
applicable year. The earnout provision was applicable for both 1999 and 2000,
and resulted in the maximum earnout consideration of $509,537 being payable for
each of those years. (See Note 2).

Certain tax years remain open for examination by taxing authorities. Management
believes that there are adequate provisions for any potential adjustments that
might be asserted with respect to these years. There are no examinations
currently in progress and management, but management has been notified of a
pending examination for the year ended December 31, 1998. As the period for
potential assessment expires with respect to each prior year and if no need for
adjustment has occurred, management expects that the related provisions would be
reversed. The period of potential assessment for the majority of these
provisions expired during the year ended December 31, 2000.

Aggregate minimum lease commitments under long-term operating leases as of
December 31, 2000 are as follows: (dollars in thousands)

                  2001                                  $ 742
                  2002                                    512
                  2003                                    309
                  2004                                    198
                  2005                                    181
                  Thereafter                               11
                                              ----------------

                                                      $ 1,953
                                              ================

Minimum lease payments represent guaranteed minimum rentals based on existing
operating leases, including office and warehouse rentals and various equipment
leases.

The Corporation recorded $723,815, $435,513 and $130,167 in rent expense for the
years ended December 31, 2000, 1999 and 1998, respectively.


                                       58
<PAGE>

20. FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards Board Statement No. 107 requires disclosure of
fair value information about financial instruments, whether or not recognized in
the balance sheet, for which it is practicable to estimate that value. Fair
value amounts represent estimates of value at a point in time. Significant
estimates regarding economic conditions, loss experience, risk characteristics,
and other factors are used in estimating fair value. These estimates can be
subjective in nature and involve matters of judgment. Changes in the assumptions
could have a material impact on the amounts disclosed. The methods and
assumptions for determining fair value of the Corporation's financial
instruments are as follows:

Cash and cash equivalents

The carrying amount is a reasonable estimate of fair value.

Securities available-for-sale

Fair value has been determined based on quoted market prices, when available. If
a quoted market price is not available, recent market trading prices or the
value at which interests may currently be redeemed are used to estimate fair
value.

Investments in limited partnerships that invest in securities

The fair value of investments in limited partnerships that invest in securities
is estimated based upon the underlying value of the securities in which the
limited partnerships invest.

Loans receivable, net, and accrued interest receivable

Based on the type of loans, interest rate characteristics, credit risk,
collateral, subsequent payments received, and maturity, the carrying value of
the loans and accrued interest receivable has been determined to be a reasonable
estimate of fair value.

Other investments

The fair value of other investments is estimated to approximate cost of $490,000
at December 31, 2000. Fair value is assumed to equal cost due to a lack of a
readily determinable market value.

Notes payable and lines of credit

The recorded value of notes payable and lines of credit approximates fair value,
as the contractual rate of interest approximates the market rate of interest, or
because the interest rate of these instruments is based on variable reference
rates.


                                       59
<PAGE>

21. QUARTERLY SUMMARY OF OPERATIONS (UNAUDITED)

The following quarterly summary of operations is unaudited. The Corporation has
amended its revenue recognition policy for Westland pursuant to EITF 99-19 (see
Note 1). This change in revenue recognition has been applied retroactively for
all quarters presented below. There is no impact to net income or earnings per
share as a result of this change in revenue recognition policy.

In the opinion of the Corporation's management, all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of the interim
periods presented, have been included (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                           1st                  2nd                 3rd                 4th
                                                           Qtr.                Qtr.                 Qtr.               Qtr.
                                                      ---------------     ----------------      -------------     ----------------
<S>                                                         <C>                  <C>                <C>                <C>
Year ended 12/31/00
Total revenues                                              $6,650               $6,840             $6,941             $7,847
Total expenses                                               6,141                6,771              7,243              8,228
Income (loss) from continuing
  operations before income
  taxes and minority interests                                 509                   69               (302)              (381)
Net income (loss)                                              815                 (108)             6,595               (313)
Basic earnings (loss) per share                               0.10                (0.01)              0.81              (0.03)
Diluted earnings(loss) per share                              0.10                (0.01)              0.81              (0.03)

Year ended 12/31/99
Total revenues                                              $3,327               $5,560             $3,949            $ 6,230
Total expenses                                               2,598                3,565              3,790              4,708
Income from continuing
  operations before income
  taxes and minority interests                                 729                1,995                159              1,522
Net income                                                     402                1,055                 53                813
Basic earnings per share                                      0.05                 0.13               0.01               0.11
Diluted earnings per share                                    0.05                 0.13               0.01               0.10
</TABLE>


                                       60
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

NONE

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION

Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2001 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2001 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2001 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2001 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.


                                       61
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) The following financial statements are included in Item 8:

           Consolidated Statements of Financial Condition
               as of December 31, 2000 and 1999
           Consolidated Statements of Operations
               for the Three Years in the Period Ended December 31, 2000
           Consolidated Statements of Shareholders' Equity
               for the Three Years in the Period Ended December 31, 2000
           Consolidated Statements of Cash Flows
               for the Three Years in the Period Ended December 31, 2000
           Consolidated Statements of Comprehensive Income
               for the Three Years in the Period Ended December 31, 2000
           Notes to Consolidated Financial Statements
               for the Three Years in the Period Ended December 31, 2000

(a)(2) Financial Statement Schedules

      All schedules are omitted as the required information is inapplicable or
is presented in the consolidated financial statements or related notes.

(b) Reports of Form 8-K

      No reports were filed on Form 8-K during the fourth quarter of 2000.

(c) Exhibits

      See "Index to Exhibits."


                                       62
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

                                          WESTMINSTER CAPITAL, INC.


March 30, 2001                            By:  /s/ William Belzberg
                                               ---------------------
                                               William Belzberg,
                                               Chairman of the Board
                                               Chief Executive Officer


                                          By:  /s/ Rui Guimarais
                                               ---------------------
                                               Rui Guimarais,
                                               Chief Financial Officer, and
                                               Principal Accounting Officer


                                       63
<PAGE>

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                      Capacity                           Date

/s/ William Belzberg            Chairman of the Board          March 30, 2001
---------------------           of Directors and
William Belzberg                Chief Executive Officer

/s/ Keenan Behrle               Director                       March 30, 2001
---------------------
Keenan Behrle

/s/ Hyman Belzberg              Director                       March 30, 2001
---------------------
Hyman Belzberg

/s/ Samuel Belzberg             Director                       March 30, 2001
---------------------
Samuel Belzberg

/s/ Bruno DiSpirito             Director                       March 30, 2001
---------------------
Bruno DiSpirito

/s/ Barbara C. George           Director                       March 30, 2001
---------------------
Barbara C. George

/s/ Monty Hall                  Director                       March 30, 2001
---------------------
Monty Hall

/s/ Lester Ziffren              Director                       March 30, 2001
---------------------
Lester Ziffren


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<PAGE>

                                INDEX OF EXHIBITS

Exhibit
No.                            Sequentially Numbered Description

2.1         Option and Stock Purchase Agreement dated November 10, 1997 between
            the Corporation and William Toro (filed as Exhibit 2.1 to the
            Registrant's Report on Form 8-K dated March 5, 1998 and incorporated
            herein by this reference).

2.2         Amendment to Option and Stock Purchase Agreement dated December 16,
            1997 between the Corporation and William Toro (filed as Exhibit 2.2
            to the Registrant's Report on Form 8-K dated March 5, 1998 and
            incorporated herein by this reference).

2.3         Secured Promissory Note in the amount of $6,000,000 dated February
            26, 1998 between the Corporation and William Toro (filed as Exhibit
            2.3 to the Registrant's Report on Form 8-K dated March 5, 1998 and
            incorporated herein by this reference).

2.4         Stock Purchase Agreement dated as of December 31, 1997 between the
            Corporation and the shareholders of Westland Associates, Inc., a
            California corporation (filed as Exhibit 2.4 to the Registrant's
            Annual Report on Form 10-K for the year ended December 31, 1997 and
            incorporated herein by this reference).

2.5         Membership Interest Purchase Agreement, dated January 11, 1999,
            between the Corporation and One Source Industries, Inc. (filed as
            Exhibit 2.1 to the Registrant's Report on Form 8-K dated January 11,
            1999 and incorporated herein by this reference).

2.6         Amended and Restated Operating Agreement of One Source Industries,
            LLC Inc. (filed as Exhibit 2.2 to the Registrant's Report on Form
            8-K dated January 11, 1999 and incorporated herein by this
            reference).

2.7         Stock Purchase Agreement dated as of November 23, 1999 between the
            Corporation and the shareholders of Logic Technology Group, Inc., a
            California corporation (filed as Exhibit 2.1 to the Registrant's
            Report on Form 8-K dated December 13, 1999 and incorporated herein
            by this reference).

3.1         Certificate of Incorporation of the Registrant as amended through
            the date hereof (filed as Exhibit 3.1 to the Registrant's Annual
            Report on Form 10-K for the year ended December 31, 1994 and
            incorporated herein by this reference).

3.2         By-Laws of the Registrant as amended in their entirety effective
            April 4, 1995 (filed as Exhibit 4.4 to the Registrant's Post
            Effective Amendment No. 1 to Form S-8 filed on June 23, 1995 as
            Registration No. 33-21177 and incorporated herein by this
            reference).


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<PAGE>

10.1        Sales Agreement between The Sumitomo Bank of California and
            Purchasers dated August 17, 1995 (filed as Exhibit 10.1 to the
            Registrant's Annual Report on Form 10-K for the year ended December
            31, 1995 and incorporated herein by this reference).

10.2        1986 Incentive Stock Option Plan and 1986 Nonstatutory Stock Option
            Plan (filed as Exhibit 4.1 to the Registrant's Post Effective
            Amendment No.1 to Form S-8 filed on June 23, 1995 as Registration
            No. 33-21177 and incorporated herein by this reference).

10.3        Form of Stock Option Agreement (filed as Exhibit 4.2 to the
            Registrant's Post Effective Amendment No.1 to Form S-8 filed on June
            23, 1995 as Registration No. 33-21177 and incorporated herein by
            this reference).

10.4        Restated and Amended Limited Partnership Agreement for Global
            Telecommunications Systems, Ltd. dated December 31, 1993 (filed as
            Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the
            year ended December 31, 1993 and incorporated herein by this
            reference).

10.5        Loan and Stock Purchase Agreement dated November 20, 1995 between
            the Corporation and Pink Dot, Inc., a California Corporation ("Pink
            Dot") (filed as Exhibit 10.5 to the Registrant's Annual Report on
            Form 10-K for the year ended December 31, 1996 and incorporated
            herein by this reference).

10.6        Amendment to Loan and Stock Purchase Agreement dated September 20,
            1996 between the Corporation and Pink Dot (filed as Exhibit 10.6 to
            the Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1996 and incorporated herein by this reference).

10.7        Convertible Secured Note Purchase Agreement dated November 20, 1997
            between the Corporation and Physician Advantage LLC, Michael H.
            Burnam and Sheldon A.E. Rosenthal (filed as Exhibit 10.7 to the
            Registrant's Annual Report on Form 10-K for the year ended December
            31, 1997 and incorporated herein by this reference).

10.8        Loan Agreement dated September 23, 1997 between the Corporation and
            Touch Controls, Inc., a California Corporation (filed as Exhibit
            10.8 to the Registrant's Annual Report on Form 10-K for the year
            ended December 31, 1997 and incorporated herein by this reference).

10.9        Secured Convertible Promissory Note dated September 23, 1997 between
            the Corporation and Touch Controls, Inc., a California Corporation
            (filed as Exhibit 10.9 to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1997 and incorporated herein by
            this reference).

10.10       1997 Stock Incentive Plan (filed as Exhibit 10.10 to the
            Registrant's Annual Report on Form 10-K for the year ended December
            31, 1997 and incorporated herein by this reference).

21          Subsidiaries of Registrant.


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<PAGE>

99.1        Press Release dated January 12, 1999 (filed as Exhibit 99.1 to the
            Registrant's Report on Form 8-K dated January 11, 1999 and
            incorporated herein by this reference).


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