<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                /x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001

                / / 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       Archipelago 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 April 23, 2002 was approximately $7,373,000. 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 the registrant's common stock, $1.00 par value per
share, outstanding as of April 23, 2002, was 6,651,859.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.


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                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION

         The Board of Directors of the Company is currently comprised of seven
directors who are elected annually. The following table sets forth certain
information with respect to the directors and executive officers of Westminster
Capital, Inc. (the "Company") as of December 31, 2001.

<TABLE>
<CAPTION>
Name                       Age    Title                                    Director since
-----------------------------------------------------------------------------------------
<S>                        <C>    <C>                                      <C>
William Belzberg           69     Chairman of the Board of Directors       1977
Keenan Behrle (3)          59     Executive Vice President                 1985
Hyman Belzberg             77     Director                                 1995
Bruno DiSpirito (1)        36     Director                                 1999
Roy Doumani (1)            66     Director                                 2001
Barbara C. George (2)(3)   66     Director                                 1979
Fred Kayne (1)(2)          63     Director                                 2001
</TABLE>

    (1) Member of the Audit Committee
    (2) Member of the Compensation Committee
    (3) Member of the Investment Committee

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

Mr. Keenan Behrle became Executive Vice President of the Company on February 10,
1997. He also served as Chief Financial Officer from February 1997 to 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. Hyman Belzberg has been the President of Bel-Alta Holdings Ltd., a real
estate and mortgage investment company, since 1994. He operated a large retail
furniture business in Calgary, Alberta, Canada from 1945 to 1994. Mr. Belzberg
is also on the Board of the Canadian Athletic Association and is the President
of Gaslight Square Ltd. and 623201 Alberta Ltd., both of which are real estate
and investment companies. He also serves on the Board of Mount Royal College.
Mr. Belzberg is a Canadian citizen.

Mr. DiSpirito served as Vice President and Chief Financial Officer of Gibralt
Capital Corporation from March 1994 until February 2002. Mr. DiSpirito is a
Canadian citizen.

Mr. Doumani has been a private investor for more than the past five years. He
currently serves as a board member and advisor to the following companies:
AgGenesys, a biotechnology company; Gateway, a fund for investments in the
People's Republic of China; Supersoft, a software developer; and Leader
Technology, a company which facilitates business transactions between U.S. and
Asian companies in high technology industries. Mr. Doumani is also a director of
and helped raise funding for Valence, a technology company; Cyrano Sciences, a
sensory technology company and ETeam, a


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company providing Internet software. He currently holds an equity position and
serves as vice chairman of Xiamen International Bank in the People's Republic of
China.

Dr. George has been a Professor of Business Law in the Department of Finance,
Real Estate Law in the College of Business Administration, California State
University, Long Beach, since 1961. Formerly holding the positions of Interim
Dean and also Associate Dean of Academic Affairs of the College of Business
Administration, she has also served as the department chairperson. She is a
former president of American Business Law Association. Dr. George is Chairperson
of the Board of Directors of the California State University Forty-Niner Shops,
Inc., which operates the bookstore and food service operations for the
University.

Mr. Kayne has been President of Fortune Fashions, an apparel company, since
1991. He has served as the chairman and director of Big Dog Holdings, Inc., a
casual apparel retail company, and the chairman of FAO, Inc., a specialty
retailer of developmental, educational and care products for infants and
children and high quality toys, games and books, since 2001, and a director of
FAO and its predecessor, The Right Start, Inc., since 1997. Both Big Dog
Holdings and FAO are public companies. Mr. Kayne was a partner of Bear, Stearns
& Co. Inc. until its initial public offering in 1985, after which time he was a
Managing Director and a member of the Board of Directors of Bear, Stearns & Co.
Inc. until he resigned in 1986. In addition, Mr. Kayne served as a director of
Far West Financial Corporation, a predecessor of Westminster, from 1987 to 1990,
and served as Far West Financial's vice chairman and chief executive officer
from 1988 to 1990.

Messrs. Hyman Belzberg and William Belzberg are brothers.


Section 16(a) Beneficial Ownership Compliance

Directors, officers and beneficial owners of more than 10% of the outstanding
shares of the Common Stock of the Company are required by rules of the
Securities and Exchange Commission to file certain reports with the Commission,
the American Stock Exchange and the Archipelago Exchange (where the Company's
Common Stock is listed) relating to certain changes in their beneficial
ownership of shares and their aggregate holdings at the end of the calendar
year. The Company is not aware that any officer, director or beneficial owner of
more than 10% of the Common Stock failed to file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934 during 2001.

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Item 11. EXECUTIVE OFFICER COMPENSATION

The table set forth below reflects the annual compensation, long-term
compensation and other compensation paid during each of the Company's three most
recent fiscal years to the chief executive officer and other executive officers
of the Company.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                        Long-Term
                                                     Annual Compensation              Compensation
                                     ----------------------------------------------   -------------
                                                                                          Number
                                                                                         of Shares          (1)
                                                                                        Underlying     Other Annual
      Name and Principal Position         Year          Salary           Bonus           Options       Compensation
      ---------------------------         ----          ------           -----           -------       ------------
<S>                                       <C>        <C>            <C>                  <C>           <C>
William Belzberg,                         2001       $ 250,000      $      -0-               -0-       $  45,500
    Chairman of the Board and             2000         250,000             -0-               -0-          45,500
    Chief Executive Officer               1999         250,000             -0-               -0-          46,000


Keenan Behrle,                            2001       $ 230,000      $   50,000               -0-       $  36,200
     Executive Vice President             2000         229,000          40,000            50,000 (2)      34,000
                                          1999         220,000          50,000            50,000 (3)      17,000


Rui Guimarais,                            2001       $ 155,000      $      -0-               -0-       $   6,000
    Chief Financial Officer               2000         142,000          25,000            20,000 (2)       6,000
                                          1999         132,000          65,000               -0-           6,000
</TABLE>

__________________

(1)  Other annual compensation received by Mr. Belzberg consisted of $37,500 in
     annual premiums paid with respect to a universal life insurance policy for
     Mr. Belzberg, with the balance represented by fees earned as a director. In
     2001, other annual compensation for Mr. Behrle includes $10,000 in
     reimbursement for annual premiums on a life insurance policy, $16,000 in
     fees earned as a director and $10,200 as an automobile allowance. In 2000,
     other annual compensation for Mr. Behrle includes $10,000 in reimbursement
     for annual premiums on a life insurance policy, $15,500 in fees earned as a
     director and $8,500 as an automobile allowance. For 1999, other annual
     compensation received by Mr. Behrle consists of fees earned as a director.
     Other annual compensation received by Mr. Guimarais consists of an
     automobile allowance.

(2)  Pursuant to an option granted in 2000 at a price of $3.00 per share.

(3)  Pursuant to an option granted in 1999 at a price of $3.25 per share.


Director Compensation

During 2001, directors of the Company were paid $500 per month for serving on
the Board and $500 per month for each committee of the Board on which they
served, as well as $500 for each meeting of the Board of Directors or committee
which they attended.


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Stock Option Grants

No stock options were granted during the fiscal year ended December 31, 2001 to
any officer or director of the company.

Stock Option Exercises and Holdings

The following table provides information concerning options exercised by the
executive officers named in the Summary Compensation Table above during the
fiscal year ended December 31, 2001 and unexercised options held by such
executives as of December 31, 2001.

                 Aggregated Option Exercises in Fiscal Year 2001
                            and FY-End Option Values

<TABLE>
<CAPTION>
                                                     Number of Unexercised               Value of Unexercised
                          Shares                       Shares Underlying                     In-the-Money
                         Acquired       (1)           Options at 12/31/01               Options at 12/31/01 (1)
                            on         Value     ------------------------------------------------------------------
      Name               Exercise     Realized    Exercisable     Unexercisable     Exercisable      Unexercisable
      ----               --------     --------    -----------     -------------     -----------      -------------
<S>                      <S>          <C>         <C>             <C>               <C>              <C>
William Belzberg                -      $     -             --                --     $        --      $          --

Keenan Behrle                   -            -        117,500            82,500              --                 --

Rui Guimarais                   -            -         20,000            20,000              --                 --
</TABLE>

      (1)     Value is determined by subtracting the exercise price from the
              fair market value (the closing price for Common Stock as reported
              on the American Stock Exchange on the last trading day in the
              fiscal year) and multiplying the resulting number, if a positive
              number, by the number of shares of Common Stock underlying the
              options.


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Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 17, 2002 the number of shares of the
Company's Common Stock known to the Company to be owned beneficially by each
person who owned more than 5% of the outstanding shares, by each director and
executive officer and by all directors and executive officers, as a group.
Except as indicated in the notes to the table, each person named has sole voting
and investment power with respect to the shares indicated.

                                       Shares of Common
Name and Address of                    Stock Beneficially
Beneficial Owner                       Owned (1) (2)            Percent of Class
-----------------------                ------------------       ----------------

William Belzberg (3)                        2,176,670                  32.72%
9665 Wilshire Blvd., Suite M-10
Beverly Hills, CA 90212

Hyman Belzberg (4)                          1,703,974                  25.62%
#1420 Aquitaine Towers
540 - 5 Avenue S.W.
Calgary, Alberta
Canada T2P 0M2

Keenan Behrle (5)                             240,000                   3.53%

Bruno DiSpirito                                     -                      -

Roy Doumani                                         -                      -

Barbara C. George, Ph.D.                       10,000                      *

Fred Kayne                                          -                      -

Rui Guimarais (6)                              30,000                      *

All Directors and Officers as a
Group (8 persons)                           4,160,644                  60.90%

_______________
* Amount represents less than one percent of the Company's Common Stock.

(1)   Information with respect to beneficial ownership is based upon the
Company's stock records and data supplied to the Company by the holders.

(2)   Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes, generally, voting power and/or
investment power with respect to securities. Shares of Common Stock subject to
options currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage of the person holding such options but
are not deemed outstanding for computing the percentage of any other person.
Except as indicated by footnote, and subject to joint ownership with spouses and
community property laws where applicable, the persons named in the table above
have sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.


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<PAGE>

(3)   Includes (a) 1,802,820 shares held in the William Belzberg Revocable
Living Trust, October 5, 1984, which William Belzberg serves as trustee and (b)
373,750 shares held in the name of Bel-Cal Holdings, Ltd., which William
Belzberg controls.

(4)   Based on an amended Schedule 13D filed with the Securities and Exchange
Commission, the shares shown in the table as being beneficially owned by Hyman
Belzberg are owned of record by Bel-Alta Holdings, Ltd., a Canadian corporation,
of which Hyman Belzberg is the President, sole director and beneficial owner of
a majority of the outstanding shares of capital stock.

(5)   Includes 150,000 shares exercisable as of March 31, 2001 pursuant to
options to purchase a total of 200,000 shares. The shares are deemed to be
outstanding for the purpose of computing the percentage of the outstanding
shares beneficially owned by Mr. Behrle.

(6)   Includes 25,000 options exercisable as of March 31, 2001 and 5,000 options
exercisable within 60 days, pursuant to options to purchase a total of 40,000
shares. The shares are deemed to be outstanding for the purpose of computing the
percentage of the outstanding shares beneficially owned by Mr. Guimarais.


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<PAGE>


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 16, 2002, pursuant to a Stock Purchase Agreement, by and among Gibralt
Capital Corporation ("Gibralt"), MDB Capital ("MDB")and the Company, the Company
purchased 1,372,748 and 100,000 shares from Gibralt and MDB, respectively, for
$2.80 per share. Gibralt is controlled by Samuel Belzberg, brother of William
and Hyman Belzberg, and MDB is controlled by Samuel Belzberg's adult son.


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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, this 29th day of
April, 2002.

                                WESTMINSTER CAPITAL, INC.
                                (Registrant)


                                By:  /s/ William Belzberg
                                    ---------------------------
                                      William Belzberg
                                      Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
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              April 29, 2002
----------------------     of Directors and
William Belzberg           Chief Executive Officer

/s/ Keenan Behrle          Director                           April 29, 2002
----------------------
Keenan Behrle

/s/ Hyman Belzberg         Director                           April 29, 2002
----------------------
Hyman Belzberg

/s/ Bruno DiSpirito        Director                           April 29, 2002
----------------------
Bruno DiSpirito

/s/ Roy Doumani            Director                           April 29, 2002
----------------------
Roy Doumani

/s/ Barbara C. George      Director                           April 29, 2002
----------------------
Barbara C. George

/s/ Fred Kayne             Director                           April 29, 2002
----------------------
Fred Kayne

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