UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
</Table>

THE WESTWOOD GROUP, INC.
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(Name of Registrant as Specified In Its Charter)

N/A
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Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transactions applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[THE WESTWOOD GROUP, INC. LETTERHEAD]

Dear Stockholder:

You are invited to attend a special meeting of stockholders of The Westwood
Group, Inc., a Delaware corporation, to be held on December 19, 2002, at 10:00
a.m. local time, at 190 V.F.W. Parkway, Revere, Massachusetts.

At this meeting you will be asked to consider and vote upon a proposal to
amend the Westwood Group's Certificate of Incorporation, pursuant to which each
share of Common Stock, par value $.01 per share, issued immediately prior to the
effectiveness of the proposed amendment will be reclassified into one-fifteen
hundredth of one fully paid and non-assessable share of Common Stock, par value
$.01 per share, so that every 1,500 shares of Common Stock issued immediately
prior to the effectiveness of the amendment will be combined together to form
one full share of Common Stock, par value $.01. At the effective time of the
proposed amendment, each share of Class B Common Stock, par value $.01 per
share, authorized immediately prior to the effectiveness of this amendment will
be reclassified into one-fifteen hundredth of one fully paid and non-assessable
share of Class B Common Stock, par value $.01 per share, so that every 1,500
shares of Class B Common Stock authorized immediately prior to the effectiveness
of this amendment will be combined together to form one full share of Class B
Common Stock, par value $.01. The Westwood Group will make a cash payment of
$4.00 per share to record holders of fewer than 1,500 shares of the Common Stock
and Class B Common Stock immediately prior to the effectiveness of this
amendment. To the extent necessary, certificates for fractional shares of Common
Stock and Class B Common Stock will be issued by reason of this amendment.

If effected, the reverse stock split will enable the Westwood Group to
change from public company status, subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended, as administered by the Securities
and Exchange Commission, to private company status. As a private company, the
Westwood Group will not be subject to these reporting requirements.

IF YOU ARE A BENEFICIAL OWNER OF FEWER THAN 1,500 SHARES OF COMMON STOCK
WHO IS NOT THE RECORD HOLDER OF THOSE SHARES, AND YOU WANT TO HAVE YOUR SHARES
EXCHANGED FOR CASH IN THE REVERSE STOCK SPLIT, YOU SHOULD INSTRUCT YOUR BROKER
OR NOMINEE TO TRANSFER YOUR SHARES INTO A RECORD ACCOUNT IN YOUR NAME IN A
TIMELY MANNER SO THAT YOU WILL BE CONSIDERED A HOLDER OF RECORD IMMEDIATELY
PRIOR TO THE REVERSE STOCK SPLIT. YOU WILL HAVE TO ACT FAR ENOUGH IN ADVANCE SO
THAT THE TRANSFER IS COMPLETED BY THE EFFECTIVE DATE OF THE REVERSE STOCK SPLIT.

The proposed amendment to the Certificate of Incorporation is attached as
Exhibit A to the accompanying proxy statement. The reverse stock split will
become effective upon the filing of the Amendment to the Certificate of
Incorporation with the Office of the Secretary of State of the State of Delaware
subsequent to stockholder approval. Each share of Common Stock authorized
immediately prior to the effectiveness of the reverse stock split will be
reclassified into one-fifteen hundredth of one fully paid and non-assessable
share of Common Stock so that every 1,500 shares of Common Stock authorized
immediately prior to the effectiveness of the reverse stock split will be
combined together to form one full share of Common Stock. Each share of Class B
Common Stock authorized immediately prior to the effectiveness of the reverse
stock split will be reclassified into one-fifteen hundredth of one fully paid
and non-assessable share of Class B Common Stock so that every 1,500 shares of
Class B Common Stock authorized immediately prior to the effectiveness of the
reverse stock split will be combined together to form one full share of Class B
Common Stock. The Westwood Group will make a cash payment of $4.00 per share to
record holders prior to the reverse stock split of fewer than 1,500 shares of
either Common Stock or Class B Common Stock. To the extent necessary,
certificates for any resulting fractional shares of Common Stock or Class B
Common Stock will be issued following the reverse stock split.

Assuming the completion of the reverse stock split and termination of the
Westwood Group's public company status, the Westwood Group intends to promptly
initiate a tender offer for up to an aggregate of 30,000 shares of its Common
Stock and up to an aggregate of 10,500 shares of its Class B Common Stock

at a per share price equal to $4.00. The purpose of the tender offer is to
provide holders of Common Stock and Class B Common Stock (other than officers
and directors of the Westwood Group) who do not receive a cash payment pursuant
to the reverse stock split an opportunity to tender one share in exchange for a
purchase price equal to the product of (i) 1,500 times (ii) the $4.00 per share
cash payment payable in connection with the reverse stock split.

Alouette Capital, Inc., an independent financial advisor engaged by the
Westwood Group in connection with the proposed reverse stock split, has rendered
an opinion that the $4.00 cash payment to be made to stockholders of record
holding fewer than 1,500 shares of Common Stock or Class B Common Stock prior to
the reverse stock split is fair from a financial point of view. You are urged to
read the opinion of Alouette Capital, which is attached to the accompanying
proxy statement as Exhibit B. You are also urged to read carefully the
accompanying proxy statement in its entirety, including the section entitled
"Special Factors" for important information concerning the proposed reverse
stock split.

THE BOARD OF DIRECTORS HAS FULLY REVIEWED AND CONSIDERED THE TERMS AND
CONDITIONS OF THE PROPOSED REVERSE STOCK SPLIT AND HAS UNANIMOUSLY DETERMINED
THAT THE PROPOSED REVERSE STOCK SPLIT, TAKEN AS A WHOLE, IS FAIR TO, AND IN THE
BEST INTERESTS OF, THE WESTWOOD GROUP AND ITS STOCKHOLDERS.

Attendance in person or by proxy of holders of a majority of shares of
capital stock of the Westwood Group issued and outstanding and entitled to vote
will constitute a quorum. The approval of the holders of a majority of the
outstanding shares entitled to vote at the meeting is necessary to approve the
reverse stock split. Holders of Common Stock will be entitled to one vote for
each share of Common Stock. Holders of Class B Common Stock will be entitled to
ten votes for each share of Class B Common Stock. The officers and directors of
the Westwood Group own approximately 74% of the issued and outstanding shares
entitled to vote. The officers and directors of the Westwood Group own
approximately 35% of the outstanding shares of Common Stock and approximately
88% of the outstanding shares of Class B Common Stock entitled to vote at the
special meeting. Each of the officers and directors has indicated that he will
vote his shares in favor of the proposed reverse stock split. If these shares
are voted as indicated, the reverse stock split will be approved.

Provided that the reverse stock split is approved, a letter of transmittal
will be mailed to all holders of Common Stock and Class B Common Stock of the
Westwood Group for use in surrendering their stock certificates in connection
with the reverse stock split. Please do not send in your stock certificates
until you receive your letter of transmittal.

Sincerely,

Richard P. Dalton
President

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION. THE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR MERITS
OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE WESTWOOD GROUP, INC.
190 V.F.W. PARKWAY
REVERE, MASSACHUSETTS 02151

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 19, 2002

A special meeting of the stockholders of THE WESTWOOD GROUP, INC., will be
held at 190 V.F.W. Parkway, Revere, Massachusetts 02151, on Thursday, December
19, 2002, at 10:00 a.m., local time, for the following purposes:

1. To consider and vote upon a proposal to amend the Westwood Group's
Certificate of Incorporation, pursuant to which each share of Common Stock,
par value $.01 per share, issued immediately prior to the effectiveness of
the proposed amendment will be reclassified into one-fifteen hundredth of
one fully paid and non-assessable share of Common Stock, par value $.01 per
share, so that every 1,500 shares of Common Stock issued immediately prior
to the effectiveness of this amendment will be combined together to form
one full share of Common Stock, par value $.01. At the effective time of
the proposed amendment, each share of Class B Common Stock, par value $.01
per share, authorized immediately prior to the effectiveness of this
amendment will be reclassified into one-fifteen hundredth of one fully paid
and non-assessable share of Class B Common Stock, par value $.01 per share,
so that every 1,500 shares of Class B Common Stock authorized immediately
prior to the effectiveness of this amendment will be combined together to
form one full share of Class B Common Stock, par value $.01. The Westwood
Group will make a cash payment of $4.00 per share to record holders of
fewer than 1,500 shares of the Common Stock and Class B Common Stock
immediately prior to the effectiveness of this amendment. To the extent
necessary, certificates for fractional shares of Common Stock and Class B
Common Stock will be issued by reason of this amendment.

2. To transact such other business pertaining or related to the
foregoing as may properly come before the special meeting.

The reverse stock split will become effective upon the filing of an
amendment to the Certificate of Incorporation with the Office of the Secretary
of State of the State of Delaware subsequent to stockholder approval. Each share
of Common Stock authorized immediately prior to the effectiveness of the reverse
stock split will be reclassified into one-fifteen hundredth of one fully paid
and non-assessable share of Common Stock so that every 1,500 shares of Common
Stock authorized immediately prior to the effectiveness of the reverse stock
split will be combined together to form one full share of Common Stock. Each
share of Class B Common Stock authorized immediately prior to the effectiveness
of the reverse stock split will be reclassified into one-fifteen hundredth of
one fully paid and non-assessable share of Class B Common Stock so that every
1,500 shares of Class B Common Stock authorized immediately prior to the
effectiveness of the reverse stock split will be combined together to form one
full share of Class B Common Stock. The Westwood Group will make a cash payment
of $4.00 per share to the record holders prior to the reverse stock split of
fewer than 1,500 shares of either Common Stock or Class B Common Stock. To the
extent necessary, certificates for any resulting fractional shares of Common
Stock or Class B Common Stock will be issued following the reverse stock split.

Information relating to the above matters is set forth in the attached
proxy statement. You are entitled to vote at the special meeting, or any
adjournments of the meeting if you owned shares of Common Stock or Class B
Common Stock at the close of business on November 8, 2002. A list of the
stockholders entitled to vote will be available for your review at the meeting
and, for the ten days before the meeting during normal business hours, at The
Westwood Group, Inc., 190 V.F.W. Parkway, Revere, Massachusetts 02151.

In the event there are not sufficient votes to approve the proposal at the
time of the special meeting, the special meeting may be adjourned to permit
further solicitation of proxies by the Board of Directors.

By Order of the Board of Directors,

RICHARD P. DALTON
President

Revere, Massachusetts
November 19, 2002

PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY
REVOKE THE PROXY AND VOTE IN PERSON IF YOU SO DESIRE.

THE WESTWOOD GROUP, INC.

PROXY STATEMENT

NOVEMBER 19, 2002

This proxy statement is furnished to the stockholders of THE WESTWOOD
GROUP, INC., in connection with the solicitation of proxies by the Board of
Directors of the Westwood Group to be voted at the special meeting of
stockholders and at any adjournments of the meeting. The special meeting will be
held at 190 V.F.W. Parkway, Revere, Massachusetts 02151 on Thursday, December
19, 2002, at 10:00 a.m. local time.

The approximate date on which this proxy statement and form of proxy card
are first being sent or given to stockholders is November 19, 2002.

At this meeting you will be asked to consider and vote upon a proposal to
amend The Westwood Group's Certificate of Incorporation, pursuant to which each
share of Common Stock, par value $.01 per share, issued immediately prior to the
effectiveness of the proposed amendment will be reclassified into one-fifteen
hundredth of one fully paid and non-assessable share of Common Stock so that
every fifteen hundred shares of Common Stock issued immediately prior to the
effectiveness of this amendment will be combined together to form one full share
of Common Stock. At the effective time of the proposed amendment, each share of
Class B Common Stock, par value $.01 per share, authorized immediately prior to
the effectiveness of this amendment will be reclassified into one-fifteen
hundredth of one fully paid and non-assessable share of Class B Common Stock, so
that every 1,500 shares of Class B Common Stock authorized immediately prior to
the effectiveness of this amendment will be combined together to form one full
share of Class B Common Stock. The Westwood Group will make a cash payment of
$4.00 per share to record holders of fewer than 1,500 shares of the Common Stock
and Class B Common Stock immediately prior to the effectiveness of this
amendment. To the extent necessary, certificates for fractional shares of Common
Stock and Class B Common Stock will be issued by reason of this amendment.

The net effect of the reverse stock split on the record holders of Common
Stock and Class B Common Stock will be as follows:

<Table>
<Caption>
RECORD HOLDER AS OF EFFECTIVE DATE NET EFFECT AFTER REVERSE STOCK SPLIT
- ---------------------------------- ------------------------------------

Record holders holding 1,500 or more Shares of Common Stock or Class B Common Stock will be
shares of Common Stock or Class B Common converted on a 1 for 1,500 basis, including fractional
Stock immediately prior to the reverse shares. With respect to stockholders of record of a
stock split number of shares greater than 1,500 shares immediately
prior to the reverse stock split, you will receive
fractional shares.
Record holders holding fewer than 1,500 Shares of Common Stock or Class B Common Stock will be
shares of Common Stock or Class B Common cashed out at a price of $4.00 per share. You will not
Stock immediately prior to the reverse have to pay any commissions or other fees on this
stock split cash-out. Holders of these shares will not have any
continuing equity interest in the Westwood Group.
</Table>

The proposed amendment to the Certificate of Incorporation is attached as
Exhibit A to this proxy statement. The reverse stock split will become
effective, assuming stockholder approval, upon the filing of the proposed
amendment to the Certificate of Incorporation with the Office of the Secretary
of State of the State of Delaware.

Assuming the completion of the reverse stock split and termination of the
Westwood Group's public company status, the Westwood Group intends to initiate a
tender offer for up to an aggregate of 30,000 shares of its Common Stock and up
to an aggregate of 10,500 shares of its Class B Common Stock in order to provide
remaining record holders of Common Stock and Class B Common Stock (other than
officers and directors of the Westwood Group) who do not receive a cash payment
pursuant to the reverse stock split an opportunity to tender one share in
exchange for a per share purchase price equal to the product of (i) 1,500 times
(ii) the $4.00 per share cash payment payable in connection with the reverse
stock split.

Our Board of Directors has determined that adoption of the proposed reverse
stock split is fair to and in the best interest of the stockholders of the
Westwood Group and recommends that you approve the reverse stock split. In
arriving at its recommendation with respect to the reverse stock split, the
Board of Directors considered a number of factors described in the proxy
statement, including, among other things, the fairness opinion of Alouette
Capital, the Board of Directors' independent financial advisor. The full text of
Alouette Capital's opinion, which describes, among other things, the opinion
expressed, procedures followed, matters considered and limitations on review
undertaken in connection with the opinion, is attached as Exhibit B to this
proxy statement. Stockholders are urged to read Alouette Capital's opinion in
its entirety.

RESERVATION OF RIGHTS

Although the Board of Directors requests stockholder approval of the
proposed reverse stock split, the Board reserves the right to decide, in its
discretion, to withdraw the proposed reverse stock split from the agenda of the
special stockholders' meeting prior to any stockholder vote thereon or to
abandon the proposed reverse stock split even if the proposal is approved.
Although the Board of Directors presently believes that the proposed reverse
stock split is in the best interests of the Westwood Group and its stockholders,
and thus has recommended a vote for the proposed amendment to the Certificate of
Incorporation, the Board nonetheless believes that it is prudent to recognize
that, between the date of this proxy statement and the date of the special
stockholders' meeting, factual circumstances could possibly change such that it
might not be appropriate or desirable to effect the reverse stock split at that
time. If the Board decides to withdraw the proposed reverse stock split, the
Board will notify the stockholders of such decision promptly by mail.

FORWARD-LOOKING STATEMENTS

Certain statements contained throughout this proxy statement constitute
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Westwood Group or
industry results to be materially different from those contemplated or
projected, forecasted, estimated or budgeted in or expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; industry trends, legislative and
regulatory changes, changes in business strategy or development plans;
availability and quality of management; and availability, terms and deployment
of capital.

TABLE OF CONTENTS

<Table>

Summary Term Sheet.......................................... 1
Information Regarding the Special Meeting of Stockholders... 3
Voting; Record Date....................................... 3
Amendment of Certificate of Incorporation to Effect the
Reverse Stock Split.................................... 3
Quorum and Vote Required.................................. 3
Appraisal Rights.......................................... 4
Proxies................................................... 4
Exchange of Certificates for Cash Payment or Shares....... 4
Special Factors............................................. 5
Reasons for and Purpose of the Reverse Stock Split........ 5
Alternatives Considered................................... 8
Background of the Proposed Reverse Stock Split............ 8
The Effects of the Reverse Stock Split.................... 10
Potential Detriments of the Reverse Stock Split to
Stockholders; Accretion in Ownership and Control of
Certain Stockholders................................... 11
Financial Effect of the Reverse Stock Split............... 11
Pro Forma Financial Information........................... 11
Recommendation of the Board of Directors; Fairness of the
Reverse Stock Split.................................... 16
Fairness Opinion of Alouette Capital...................... 16
Conduct of the Westwood Group's Business after the Reverse
Stock Split............................................ 19
Certain Federal Income Tax Consequences................... 20
Financing of the Reverse Stock Split...................... 21
Costs of the Reverse Stock Split.......................... 21
The Company................................................. 22
Selected Historical Financial Data........................ 23
Price Range of Common Stock; Dividends; Trading Volume.... 23
Security Ownership of Certain Beneficial Owners and
Management............................................. 24
Other Information Concerning the Company and Affiliates... 25
Independent Certified Public Accountants.................. 26
Other Matters............................................. 26
Incorporation of Certain Documents by Reference........... 26
Available Information..................................... 27
</Table>

SUMMARY TERM SHEET

The following is a summary of the material terms of a proposed amendment to
the Certificate of Incorporation. This summary is qualified in its entirety by
reference to the more detailed information appearing elsewhere in or
accompanying this proxy statement, including the financial information and
appendices. We urge you to review the entire proxy statement and accompanying
materials carefully.

- Our Board of Directors has authorized a 1,500-for-1 reverse stock split
of our Common Stock, par value $.01 per share and 1,500-for-1 reverse
stock split of our Class B Common Stock, par value $.01 per share. The
Board recommends that all stockholders approve the proposal by voting for
an amendment to our Certificate of Incorporation. See also the
information under the captions "Reasons for and Purpose of the Reverse
Stock Split" and "Recommendation of the Board of Directors; Fairness of
Reverse Stock Split Proposal" in this proxy statement. The approval of
the holders of a majority of the issued and outstanding shares of Common
Stock and Class B Common Stock, voting together as a single class,
entitled to vote at the meeting is necessary to approve the reverse stock
split. See also the information under the caption "Quorum and Vote
Required" in this proxy statement. The reverse stock split will not
become effective until the amendment of the Certificate of Incorporation
is filed with the Delaware Secretary of State's office following its
approval at the special meeting of stockholders.

- Our Board of Directors and executive officers currently own approximately
35% of our outstanding Common Stock and approximately 88% of our
outstanding Class B Common Stock. Each share of Class B Common Stock
entitles its owner to ten votes on each matter submitted to the
stockholders. See also the information under the caption "Quorum and Vote
Required" in this proxy statement.

- Each member of the Board of Directors and each executive officer has
indicated that he intends to vote in favor of the reverse stock split.
See also the information under the caption "Quorum and Vote Required" in
this proxy statement.

- Assuming the reverse stock split becomes effective, you will receive one
new share of Common Stock for each 1,500 shares of Common Stock that you
may own at that time and one new share of Class B Common Stock for each
1,500 shares of Class B Common Stock that you may own at that time. You
may receive fractional shares as a result of the reverse stock split. See
also the information under the caption "Exchange of Certificates for Cash
Payment or Shares" in this proxy statement.

- For those of you who are record holders at the effective time of the
reverse stock split and who hold less than 1,500 shares of Common Stock
or Class B Common Stock, you will receive a cash payment of $4.00 per
share for those shares which would otherwise be converted into a fraction
of a share of the new stock. See also the information under the caption
statement "Exchange of Certificates for Cash Payment or Shares" in this
proxy statement.

- The reverse stock split is not expected to effect our current business
plan or operations. See also the information under the caption "Conduct
of the Westwood Group's Business after the Reverse Stock Split" in this
proxy.

- Our board of directors and executive officers will own approximately 46%
of the Common Stock and 88% of the Class B Common Stock after the reverse
stock split. See also the information under the caption "Conduct of the
Westwood Group's Business After the Reverse Stock Split" in this proxy
statement.

- If the reverse stock split is approved, we will be eligible to cease
filing periodic reports with the Securities and Exchange Commission and
we intend to cease public registration of our Common Stock. See also the
information under the captions "Reasons for and Purpose of the Reverse
Stock Split" and "Recommendation of the Board of Directors; Fairness of
Reverse Stock Split Proposal" in this proxy statement.

- The Board of Directors retained the services of Alouette Capital, Inc. to
provide an opinion as to the fairness from a financial point of view of
the consideration to be paid to the record holders of fewer than 1,500
shares of Common Stock or Class B Common Stock in connection with the
reverse stock split. See also the information under the caption "Fairness
Opinion of Alouette Capital" in this proxy statement.

- For those record holders that receive a cash payment in lieu of
fractional shares, you will need to recognize income for the difference
between the amount of cash received and the portion of the aggregate tax
basis in your shares of Common Stock which was not converted. See also
the information under the caption "Certain Federal Income Tax
Consequences" in this proxy statement. You are urged to consult with your
own tax advisor regarding the tax consequences of the reverse stock split
in light of your own particular circumstances.

- There are no appraisal rights for any stockholder who dissents from
approval of the reverse stock split under either the Westwood Group's
governance documents or under Delaware General Corporation law. See also
the information under the caption "Appraisal Rights" in this proxy
statement.

- Any executed, but unmarked, proxies will be voted for the reverse stock
split. See also the information under the caption "Proxies" in this proxy
statement.

- If the proposed reverse stock split is consummated, the Westwood Group
intends promptly to initiate a tender offer for shares of its Common
Stock and shares of its Class B Common Stock in order to provide
remaining recordholders (other than officers and directors of the
Westwood Group) who do not receive a cash payment in connection with the
reverse stock split an opportunity to tender one share in exchange for a
cash payment equal to $6,000. See also the information under the caption
"Conduct of the Westwood Group's Business After the Reverse Stock Split"
in this proxy statement.

INFORMATION REGARDING THE SPECIAL MEETING OF STOCKHOLDERS

VOTING; RECORD DATE

The securities that can be voted at the special meeting consist of shares
of Common Stock of the Westwood Group, $.01 par value, and shares of Class B
Common Stock of the Westwood Group, $.01 par value. Each share of Common Stock
entitles its owner to one vote on each matter submitted to the stockholders.
Each share of Class B Common Stock entitles its owner to ten votes on each
matter submitted to the stockholders. The holders of the Common Stock and Class
B Common Stock will vote together as a single class. The record date for
determining the holders of Common Stock and Class B Common Stock who are
entitled to receive notice of and to vote at the special meeting is November 8,
2002. On the record date, 351,210 shares of Common Stock and 912,015 shares of
Class B Common Stock were outstanding and eligible to be voted at the special
meeting.

AMENDMENT OF CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT

Our Board of Directors has unanimously determined that it is advisable to
amend the Westwood Group's Certificate of Incorporation to effect a 1,500-for-1
reverse stock split of the Common Stock and a 1,500-for-1 reverse stock split of
the Class B Common Stock, and to provide for the cash payment of $4.00 per share
to the record holders of less than 1,500 shares of the currently outstanding
Common Stock and Class B Common Stock. The Board has proposed the amendment and
the reverse stock split to the stockholders for approval at the special meeting.
The Certificate of Incorporation provides that if the Westwood Group combines
its outstanding shares of Common Stock or Class B Common Stock, as it is doing
in the reverse stock split, the outstanding shares of each of the Common Stock
and Class B Common Stock will be proportionally combined in the same manner and
on the same basis.

QUORUM AND VOTE REQUIRED

Attendance in person or proxy of holders of a majority of shares of capital
stock of the Westwood Group issued and outstanding and entitled to vote will
constitute a quorum. In counting the votes to determine whether a quorum exists
at the special meeting, the number of all votes "for," "against," or "withheld"
and abstentions (including instructions to withhold authority to vote) will be
used. Proxies marked as abstentions or broker non-votes will be treated as
shares present for purposes of determining whether a quorum is present.

The approval of the holders of a majority of the issued and outstanding
shares of Common Stock and Class B Common Stock, voting together as a single
class, entitled to vote at the meeting is necessary to approve the reverse stock
split. It is anticipated that approximately 122,900 voting shares of Common
Stock owned or controlled on the record date by directors and executive officers
of the Westwood Group, constituting approximately 35% of the outstanding Common
Stock, will be voted in favor of the proposal. It is anticipated that
approximately 804,616 voting shares of Class B Common Stock, owned or controlled
on the record date by directors and executive officers of the Westwood Group,
constituting approximately 88% of the outstanding Class B Common Stock will be
voted in favor of the proposal. If the directors and executive officers of the
Westwood Group vote all of their shares of Common Stock and Class B Common Stock
over which they have voting authority to approve the proposed reverse stock
split, the requisite vote of the holders of the outstanding shares entitled to
vote for adoption of the reverse stock split will have been obtained regardless
of the vote of any other stockholder.

The reverse stock split does not require the approval of a majority of the
unaffiliated stockholders or of the majority of the stockholders who will
receive payment of $4.00 per share as a result of holding less than 1,500
shares. Our Board believes the reverse stock split should and will be favored by
non-affiliates and by those record holders receiving cash in lieu of fractional
shares. Because the Westwood Group has not historically attained a high level of
participation among its unaffiliated holders at meetings for which their proxies
have been solicited, the Westwood Group does not expect to attain a high level
of participation at the special meeting. The Board does not believe that it
makes sense to require a majority

vote of unaffiliated holders in order for the reverse stock split to be
consummated because the likelihood of significant participation at the special
meeting by unaffiliated stockholders is so low. Further, the Board anticipates,
based on previous votes taken at annual meetings, that the vote of unaffiliated
holders who do decide to participate may not be of sufficient size to be
meaningful. Moreover, a majority vote of the unaffiliated holders is not
otherwise required by applicable law. Therefore, the Board has decided not to
condition the approval of the reverse stock split on approval by unaffiliated
holders.

APPRAISAL RIGHTS

No appraisal rights are available under either the Delaware General
Corporation Law or the Certificate of Incorporation of the Westwood Group to any
stockholder who dissents from the proposal to approve the reverse stock split.

PROXIES

Stockholders should specify their choice with regard to the proposal on the
enclosed proxy card. All properly executed proxies delivered by stockholders to
the Westwood Group in time to be voted at the special meeting and not revoked
will be voted at the special meeting in accordance with directions given. IN THE
ABSENCE OF INSTRUCTION, THE SHARES REPRESENTED BY A SIGNED AND DATED PROXY CARD
WILL BE VOTED "FOR" THE PROPOSAL LISTED ON THE PROXY CARD AND DESCRIBED IN THIS
PROXY STATEMENT. Proxies voted as abstentions will not be counted as votes cast.
In addition, shares held in street name which have been designated by brokers on
proxy cards as not voted will not be counted as votes cast. For any other
matters that properly come before the special meeting, the persons named as
proxies will vote upon these matters according to their judgement.

Any stockholder delivering a proxy has the power to revoke it any time
before it is voted by giving written notice to the President of the Westwood
Group, Inc. at 190 V.F.W. Parkway, Revere, Massachusetts 02151, by executing and
delivering to the President a proxy card bearing a later date or by voting in
person at the special meeting. The presence of a stockholder at the special
meeting will not automatically revoke that stockholder's proxy.

In addition to soliciting proxies through the mail, the Westwood Group may
solicit proxies through its directors, officers and employees in person and/or
by telephone. Brokerage firms, nominees, custodians and fiduciaries also may be
requested to forward proxy material to the beneficial owners of shares held of
record by them. All expenses incurred in connection with the solicitation of
proxies will be borne by the Westwood Group.

EXCHANGE OF CERTIFICATES FOR CASH PAYMENT OR SHARES

Assuming the approval of the stockholders of the proposed reverse stock
split, the Westwood Group will file an amendment to its Certificate of
Incorporation, in the form of Exhibit A attached to this proxy statement, with
the Office of the Secretary of State of the State of Delaware. The reverse stock
split will become effective on the date of that filing. EquiServe Trust Company,
N.A. has been appointed exchange agent to carry out the exchange of certificates
for new Common Stock and new Class B Common Stock and/or cash.

As soon as practicable after the effective date of the reverse stock split,
the stockholders will be notified and asked to surrender their certificates
representing shares of Common Stock or Class B Common Stock to the exchange
agent. Those record holders beneficially owning 1,500 shares or more of Common
Stock or Class B Common Stock will receive in exchange certificates representing
shares of new Common Stock or Class B Common Stock on the basis of one share of
new Common Stock for each 1,500 shares of Common Stock held prior to the reverse
stock split and one share of new Class B Common Stock for each 1,500 shares of
Class B Common Stock held prior to the reverse stock split, and in cases where a
record holder does not beneficially own a number of shares evenly divisible by
1,500, the record holder will receive fractional shares of new Common Stock
and/or new Class B Common Stock

following the reverse stock split. Record holders owning fewer than 1,500 shares
on the effective date of the reverse stock split will receive in exchange a cash
payment in the amount of $4.00 per share.

If the reverse stock split is effected, any stockholder beneficially owning
fewer than 1,500 shares of the currently outstanding Common Stock or Class B
Common Stock will cease to have any rights with respect to the Common Stock or
Class B Common Stock of the Westwood Group, except to be paid in cash, as
described in this proxy statement. No interest will be paid or accrued on the
cash payable to record holders after the reverse stock split is effected.

If and when the reverse stock split is effected, each certificate
representing shares of Common Stock and Class B Common Stock that was
outstanding prior to the reverse stock split and that was held by a stockholder
of record of 1,500 or more shares immediately prior to the reverse stock split,
until surrendered and exchanged for a new certificate, will be deemed for all
corporate purposes to evidence ownership of such number of shares as is set
forth on the face of the certificate divided by 1,500.

No service charges will be payable by stockholders in connection with the
exchange of certificates or the payment of cash, all expenses of which will be
borne by the Westwood Group.

SPECIAL FACTORS

REASONS FOR AND PURPOSE OF THE REVERSE STOCK SPLIT

Our Board of Directors holds the view that the Westwood Group and its
stockholders currently derive no material benefit from continued registration
under the 1934 Act. The Westwood Group has maintained its registered status in
the past in order to provide a trading market for its stockholders.
Unfortunately, the Westwood Group's stockholders have not made use of that
trading market as evidenced by the fact that, to the Westwood Group's knowledge,
twenty-four total public trades were made in its Common Stock between 1999 and
2001. To our knowledge, there have been eleven public trades of Common Stock
made to date during the 2002 calendar year, with the most recent trade occurring
on September 12, 2002 at a price of $1.25 per share. During the period of 1999
to the present, the highest trade of Common Stock was at a price of $3.50, which
occurred in February of that year. The Board believes that it is highly
speculative whether the Common Stock would ever achieve significant market value
given the lack of a trading market. During this same period, the Westwood Group
was involved in only one private transaction involving its Common Stock at a
price of $3.00 per share. See, "Alternatives Considered."

The Westwood Group is also not in a position to use its status as a public
company to raise capital through sales of securities in a public offering in the
future or to acquire other business entities using its stock as the
consideration for any acquisition as a result of its limited trading market.
Moreover, the Westwood Group is not in a position to offer options to purchase
its capital stock as an incentive to prospective employees as a result of this
limited trading market.

The Westwood Group's status as a public company has not only failed to
materially benefit its stockholders, but also, in the Board's view, places a
financial burden on the Westwood Group. As a public company, the Westwood Group
incurs direct costs associated with compliance with the Commission's filing and
reporting requirements imposed on public companies. To comply with the public
company requirements, the Westwood Group incurs approximately $165,000 annually
in related expenses as follows:

<Table>

Independent Auditors........................................ $ 50,000
SEC Counsel................................................. 70,000
Printing and Mailing........................................ 25,000
Transfer Agent.............................................. 15,000
Miscellaneous Costs......................................... 5,000
--------
TOTAL..................................................... $165,000
========
</Table>

The Westwood Group also incurs substantial indirect costs as a result of,
among other things, the executive time expended to prepare and review these
filings which the Westwood Group estimates to be approximately 250 hours per
year. Since the Westwood Group has relatively few executive personnel, these
indirect costs can be substantial and although there will be no direct monetary
savings if the reverse stock split is effected, the time currently devoted to
the public process could be devoted to other purposes such as sales, marketing
and/or operational projects to further promote the Westwood Group's business.

The estimates set forth above are only estimates. The actual savings that
the Westwood Group may realize may be higher or lower than the estimates set
forth above. In light of the current size and resources of the Westwood Group,
the Board does not believe that such costs are justified; and therefore, the
Board believes that it is in the best interests of the Westwood Group and its
stockholders to eliminate the administrative and financing burden associated
with being a public company.

In addition to such fees and expenses, the recent enactment of the
Sarbanes-Oxley Act of 2002 will result in the Westwood Group incurring
additional expenses in order to comply with the various requirements thereunder.
This new legislation requires the Westwood Group to increase the number of
members its board of directors to ensure that it has independent directors
necessary to establish the independent audit committee. It would be difficult
for the Westwood Group to attract independent directors without obtaining
director and officer liability insurance, which would be a significant
additional expense. The overall executive time expended on the preparation and
review of its public filings will likely significantly increase in order for the
chief executive and chief financial officers of the Westwood Group to certify
the financial statements in each of its public filings as required under the new
law.

In certain respects, moreover, registration under the 1934 Act, has
resulted in the Westwood Group being at a competitive disadvantage with respect
to its privately-held competitors. In the Board's view, the Westwood Group's
competitors and opponents of greyhound racing generally have in the past used
the information that the Westwood Group files under the 1934 Act to the
detriment of the Westwood Group.

The Westwood Group also has faced a number of obstacles over the course of
the last several years which have adversely impacted overall stockholder value.
Specifically, the Westwood Group continues to be negatively impacted by a strong
Massachusetts state lottery, two Indian Casinos in Connecticut and slot machines
at the Lincoln, Rhode Island greyhound track. The casinos and Rhode Island track
are in close proximity to the Massachusetts border and therefore rely upon their
ability to attract Massachusetts patrons. In addition, cruise ships offering
casino gambling sailing from the cities of Lynn and Gloucester, Massachusetts
also attract patrons away from the Wonderland racetrack. The Westwood Group is
at a competitive disadvantage when compared with other New England greyhound
racetracks in that it can offer only a very limited amount of simulcasting from
thoroughbred racetracks.

In August 2000, animal rights activists were able to obtain the necessary
number of signatures in order to place a binding initiative petition to ban all
wagering on greyhound racing within Massachusetts effective June 1, 2001 on the
November 2000 Massachusetts ballot. If the initiative had passed, it would have
prohibited both live and simulcast wagering at the Westwood Group's Wonderland
racetrack facility, thus, in all likelihood, shutting down its principal
business. The campaign to defeat the ballot initiative was conducted jointly
with the dogtrack in Raynham, Massachusetts through a Ballot Question Committee
established in accordance with the campaign finance laws of Massachusetts.
Richard P. Dalton, the Westwood Group's President and Chief Executive Officer,
served as the chairman of the committee. This initiative was narrowly defeated
in the November 7, 2000 election. Despite the defeat of the initiative and the
fact that under Massachusetts law, this ballot initiative cannot be placed on
the state-wide ballot again until 2006, the animal rights activists remain
active in their attempts to cause the Wonderland racetrack to be permanently
closed. Moreover, the advertising campaign directed at banning greyhound racing
continues to negatively affect the image of greyhound racing.

During 2001, the Westwood Group and the owners of other area racetracks
worked to enact legislation which would permit the Westwood Group and the other
greyhound track to continue to provide simulcast broadcasting of thoroughbred
racing on a more frequent basis, as well as providing for a decrease in the
pari-mutuel taxes paid to the Commonwealth and that the funds available from the
pari-mutuel tax

decrease be made available for increases in purses and the Greyhound Capital
Improvement and Promotional Trust Funds as well as the establishment of a
Greyhound Adoption Fund and the implementation of an off-track betting system.
On November 17, 2001, the "Act Providing for Improvements to the Horse and
Greyhound Racing Industry in the Commonwealth and the Regulation Thereof" was
signed into law by the acting governor of Massachusetts. Under this new statute,
the Westwood Group and the other area racetracks are permitted to continue to
provide simulcast broadcasting of thoroughbred racing to their patrons until
December 2005. This legislation also provides that the Westwood Group is to pay
premiums for the right to simulcast interstate thoroughbred and harness racing
ranging from 3% to 7% for the benefit of the purse accounts at the
Commonwealth's two commercial horse racetracks. In addition, to the extension
and expansion of simulcast broadcasting, this statute provides for a "purse
pool," which will be funded by taxes, fees and assessments with a minimum of
$400,000 being credited to the purse accounts of each racetrack with any
remaining portion being apportioned among the racetracks pursuant to a formula
to be devised by the State Racing Commission. All unclaimed simulcast wagers
collected at each racetrack are to be deposited with the Massachusetts State
Racing Commission for payment to the purse account of the individual racetracks
responsible for such unclaimed wagers. The Westwood Group also received a
one-time grant of $300,035 from the Commonwealth for the purpose of funding
capital improvements and repairs to its facility and equipment. Finally, the new
statute authorizes account wagering at each of the individual racetracks and
establishes a nine member special commission to study the feasibility of an
off-track betting program in Massachusetts. Despite the enactment of this
legislation and the initial potential for an increase in cash flow from such
legislation, management does not believe that this new legislation has
materially benefited the Westwood Group's overall racing operations since
November 2001.

Management has worked diligently over the past decade in attempting to
convince the Governor and the Massachusetts state legislature of the need to
allow the Commonwealth's commercial racetracks to offer their patrons expanded
gaming opportunities. The Massachusetts state legislature took no action on
gaming in the years 2000 and 2001, and no gaming legislation is anticipated in
2002. On October 3, 2002, the Governor of Massachusetts issued an executive
order establishing a commission to study the potential expansion of legalized
gaming in Massachusetts. This commission is to report its findings to the
Governor by no later than December 31, 2002. The Westwood Group cannot predict
the final recommendations of this commission and/or whether legislation
expanding legalized gaming will ever be enacted or if enacted, will be on
favorable terms.

Faced with these obstacles, our Board of Directors determined that it would
be in the stockholders' best interest to authorize a reverse stock split. The
purpose of the reverse stock split is to terminate the equity interests in the
Westwood Group of approximately 400 record holders of Common Stock and two
record holders of Class B Common Stock that own fewer than 1,500 shares of
Common Stock or Class B Common Stock, at a price determined to be fair by the
Board of Directors in order to relieve the Westwood Group of the administrative
burden and cost and competitive disadvantages associated with filing reports and
otherwise complying with the requirements of registration under the federal
securities laws by deregistering its Common Stock, and to permit small
stockholders to receive a fair price for their shares without having to pay
brokerage commissions.

The Westwood Group presently has approximately 429 stockholders of record,
of which approximately 319 own 100 shares or less. In the aggregate, the shares
held by these small holders comprise less than 1% of the outstanding capital
stock. The administrative burden and cost to the Westwood Group of maintaining
records in respect of these numerous small accounts and the associated cost of
printing and mailing information to them is, in the Board's view, excessive
given the Westwood Group's size. These expenditures result in no material
benefit to the Westwood Group. The reverse stock split will enable the Westwood
Group to eliminate much of this cost.

If the reverse stock split is consummated, stockholders owning fewer than
1,500 shares of Common Stock or Class B Common Stock will no longer have any
equity interest in the Westwood Group and will not participate in any future
earnings of the Westwood Group or any increases in the value of the Westwood
Group's assets or operations. Thus, only management, directors and remaining
stockholders of

the Westwood Group will benefit from any future increase in the Westwood Group's
earnings. The stockholders that will continue to have a common equity interest
in the Westwood Group after the reverse stock split will own a security, the
liquidity of which will be restricted. The share price offered by the Westwood
Group to record holders of less than 1,500 shares of Common Stock or Class B
Common Stock was not determined in arms length negotiations or on the basis of
over the counter trading of the Common Stock and therefore does not necessarily
reflect an actual market value of the Common Stock. See "Recommendation of the
Board of Directors; Fairness of the Reverse Stock Split" and "Fairness Opinion."

The reverse stock split will (i) cause the Westwood Group to redeem shares
held by approximately 400 holders of record of Common Stock, (ii) not eliminate
record holders who hold 1,500 or more shares of Common Stock and Class B Common
Stock, (iii) reduce the number of shares, on a pro-rata basis, held by the
holders of record who hold 1,500 or more shares of Common Stock and Class B
Common Stock, and (iv) change the percent of Common Stock held by the remaining
stockholders to 100%.

Assuming the completion of the reverse stock split and termination of the
Westwood Group's public company status, the Westwood Group intends to initiate a
tender offer in order to provide holders of Common Stock and Class B Common
Stock (other than officers and directors of the Westwood Group) who do not
receive a cash payment pursuant to the reverse stock split an opportunity to
tender one share for a purchase price equal to the product of (i) 1,500 times
(ii) the $4.00 per share cash payment payable in connection with the reverse
stock split.

ALTERNATIVES CONSIDERED

In making the determination to proceed with the reverse stock split, the
Board considered a number of other alternatives to take the company private. As
discussed below, however, these other alternatives were ultimately rejected
because the Board believed that the reverse stock split would be the simplest
and most cost effective approach in which to achieve the purposes described
above.

One alternative that was considered was an issuer tender offer to
repurchase shares of outstanding Common Stock. This alternative was dismissed
because its results would be too unpredictable. Due to its voluntary nature, the
Board could not be certain a sufficient number of stockholders would participate
in a tender offer to reduce the holders of Common Stock to fewer than 300.

A merger and/or sale of the Company was also determined not to be a viable
option. The Westwood Group had not been approached by a suitable merger
candidate nor did the Board believe that the value of the consideration that a
potential acquirer would likely offer to the Westwood Group stockholders would
reflect an appropriate return of their investment. Over the past three years,
the Westwood Group had received some preliminary inquiries from third parties to
purchase its real property, but these inquiries and discussions never resulted
in substantive negotiations with a third party and/or entity into any type of
purchase and sale agreement. In December 1999, an entity controlled by a
stockholder then beneficially holding more than five percent (5%) of the
Company's Common Stock made an unsolicited, non-binding offer to purchase the
property located at 190 VFW Parkway, Revere, Massachusetts for an aggregate
purchase price of $10,000,000, which was subsequently increased orally to
$12,000,000. The offeror did not actively pursue the acquisition proposal with
the Westwood Group beyond his initial inquiry. On August 16, 2000, the Westwood
Group entered into a settlement agreement and mutual release with this offeror
regarding his equity ownership. Pursuant to this arrangement, the offeror agreed
to cancel certain stock options in the Company held by him, sell certain of his
shares of common stock in the Company to a third party for $3.00 per share and
release the Company and Charles Sarkis from certain alleged claims in
consideration for $140,755 and the payment of his legal expenses.

BACKGROUND OF THE PROPOSED REVERSE STOCK SPLIT

In November 2000, the Board of Directors directed management to begin a
preliminary examination of the full range of strategic alternatives available to
the Westwood Group in an effort to maximize stockholder value, including the
advantages and disadvantages of no longer being a public company,

particularly in light of the lack of a meaningful trading market for its Common
Stock. Management, with the assistance of company counsel, developed an outline
of various strategic alternatives available to the Westwood Group as well as the
steps necessary to be taken to implement each such alternative, which would be
discussed with the entire Board of Directors.

On January 11, 2001, the Board of Directors met to review the financial
outlook of the Westwood Group and to begin preliminary discussions of possible
strategic alternatives. At this meeting, the Board of Directors discussed
possible strategic alternatives available to the Westwood Group. The Westwood
Group's counsel discussed the fiduciary obligations that the Board members had
to be mindful of in considering the number of strategic alternatives. The Board
then discussed the need to engage an investment banker to advise the Board of
Directors on pursuing and analyzing strategic alternatives as well as eventually
providing a fairness opinion with respect to the price per share payable to its
record stockholders. Mr. Dalton stated that he had had conversations with
investment banking firms to determine, among other factors, how much experience
each investment banking firm had with valuing businesses of comparable size and
nature to the Westwood Group and the approximate cost and timetable to advise
and, if necessary, deliver a fairness opinion to, the Board of Directors. Based
upon these discussions, Mr. Dalton recommended that the Board retain Alouette
Capital, Inc. Alouette Capital and its principals have worked closely in the
past with the members of the Westwood Group's Board of Directors on matters
relating to the Westwood Group as well as advising the Westwood Group's
Chairman, Charles Sarkis, with respect to matters relating to his other
companies. In addition, Alouette Capital is experienced in these matters and has
extensive knowledge of the Westwood Group's operation. The Board of Directors
authorized the management of the Westwood Group to engage Alouette Capital to
serve as the Westwood Group's financial advisor to advise the Board of Directors
of strategic alternatives and, if necessary, to provide the Board of Directors
with a fairness opinion. The terms of Alouette Capital's engagement were
finalized in an engagement letter, dated as of January 11, 2001.

In addition, at this meeting, the Board of Directors authorized management
to engage an independent third party appraiser to conduct an appraisal of the
Westwood Group's real estate as an initial step to assist the Board of Directors
in determining the valuation of the Westwood Group.

On February 13, 2001, the Board of Directors convened again to explore
various strategic alternatives. At this meeting, management orally reported that
the Westwood Group's real property located at 190 V.F.W. Parkway, Revere,
Massachusetts was appraised by RM Bradley & Co., Inc. at $11,500,000. The Board
of Directors discussed the fact that the Westwood Group was under a financial
burden as a result of being a public corporation, and that the SEC required
disclosure of financial and other matters placed the Westwood Group at a
disadvantage with respect to its privately-owned competitors. Consequently, the
Board determined that it was prudent to consider taking the company private. In
the course of this meeting, the Board discussed various means by which to take
the company private, and after much discussion tentatively concluded that a
reverse stock split was the most feasible and cost-effective method because its
outcome was certain and expenses incurred by the Westwood Group would be
moderate. See "Reasons For and Purpose of the Reverse Stock Split" and
"Alternatives Considered."

At a meeting held on May 2, 2001, the Board of Directors further discussed
implementing a reverse stock split combining shares of outstanding Common Stock
and Class B Common Stock at a ratio of 1,500 to 1 as a means of going private,
subject to receipt by the Westwood Group of a written opinion by Alouette
Capital with respect to the fairness of the price to be paid per share to the
record holders from a financial point of view. In addition, the Board of
Directors also discussed that once a reverse stock split was completed, it would
then conduct a tender offer in order to provide the remaining holders of Common
Stock and Class B Common Stock (other than officers and directors) with an
opportunity to receive a cash payment for one resulting share of either Common
Stock or Class B Common Stock.

Subsequent to the May 11th meeting, the Board of Directors postponed any
further action relating to a potential going private transaction in order to
allow management to focus its time and energy to lobby and work with the
Massachusetts state legislature to ensure the extension of the legislation
permitting the simulcast broadcasting of thoroughbred races at the Company's
Wonderland racetrack. The Board believed

that it was prudent to wait to proceed with the going private transaction until
final passage of this legislation because proceeding with a going private
transaction concurrently with its efforts to lobby for the passage of the
legislation might hamper the effectiveness of such lobbying efforts. The
simulcast legislation was enacted on November 17, 2001. See, "Reasons for
Purpose of the Reverse Stock Split."

Subsequent to the passage of the new simulcast legislation, the Board of
Directors determined that it was in the stockholders' best interest to focus on
its operations in light of this new legislation rather than proceeding with a
going private transaction in the hope that this legislation would possibly
enhance the overall value of the company. In addition, during the first half of
2002, management spent considerable time on negotiating the refinancing of its
credit facility. These negotiations resulted in the consummation of a new
$6,500,000 credit facility with Boston Federal Savings Bank in September of
2002.

In the course of the first nine months of 2002, management did not observe
a significant financial impact on its overall racing operation from the passage
of the new simulcast legislation, and, consequently, in the Board's opinion,
this statute had little to no positive impact on shareholder value. Accordingly,
in September of 2002, the Board of Directors determined that it continued to be
in the best interest of its stockholders to proceed with the going private
transaction. In addition, the Westwood Group was in a better financial position
to move forward with a going private transaction at this time because under the
terms of its new credit facility funds were specifically available to repurchase
shares of its capital stock held by its unaffiliated stockholders in such a
transaction.

On September 17, 2002, the Board of Directors again met to discuss
proceeding with the proposed reverse stock split. The Board again discussed how
the burdens and expenses of being a public company greatly outweighed any
positive aspects, and that the Westwood Group could not continue to be a public
company for any additional significant period of time. The members of the Board
also agreed that there was no indication from the Massachusetts state
legislature that gaming legislation would be passed anytime in the near future.
Consequently, it was determined that in the best interest of all stockholders to
proceed with the reverse stock split. At this meeting, Alouette Capital
discussed the various means of determining a per share price for the Westwood
Group to repurchase its stock in connection with the reverse stock split.
Alouette Capital discussed various methodologies available to the Board to use
in order to value the Westwood Group for purposes of placing a value on its
stock in connection with a going-private transaction such as (i) applying
multiples of publicly traded companies having certain similar historical and
operating characteristics to the Westwood Group's financial results, (ii)
evaluating its assets and liabilities on a liquidation basis or (iii) using a
discounted cash flow analysis. The Board was also presented with an appraisal
conducted by RM Bradley & Co., Inc. for the company's real property that was
performed in connection with refinancing of its mortgaged debt. This appraisal
appraised the real property at $13,650,000, an increase of $2,150,000 from the
appraisal performed in 2001. After much discussion about the current state of
the Company and based upon the recent appraisal and the advice from Alouette
Capital, the Board unanimously approved the 1,500-for-1 reverse stock split with
a per share purchase price equal to $4.00. The Board determined, in part on its
reliance on the Alouette Capital's fairness opinion, that the $4.00 per share
price was fair to its stockholders from a financial point of view. The Board
also unanimously approved that once a reverse stock split was completed, it
would then conduct a tender offer in order to provide the remaining holders of
Common Stock and Class B Common Stock (other than officers and directors) with
an opportunity to receive a cash payment for one share of either Common Stock or
Class B Common Stock. The Board directed management to proceed to seek
stockholder approval of the reverse stock split.

THE EFFECTS OF THE REVERSE STOCK SPLIT

The reverse stock split will reduce the number of record stockholders from
approximately 429 to approximately 29. Termination of registration of the Common
Stock under the 1934 Act would substantially reduce the information required to
be furnished by the Westwood Group to its stockholders and to the Commission and
would make provisions of the 1934 Act, such as the short-swing profit recovery
provisions of Section 16(b) of the 1934 Act in connection with stockholders
meetings and the related requirement of an annual report to stockholders, no
longer applicable. Accordingly, for a total

expenditure by the Westwood Group of approximately $536,000, the Westwood Group
will eliminate the estimated cost and expense of being a public company of
approximately $165,000 on an annual basis. The Westwood Group intends to apply
for termination as soon as practicable following completion of the reverse stock
split.

POTENTIAL DETRIMENTS OF THE REVERSE STOCK SPLIT TO STOCKHOLDERS; ACCRETION IN
OWNERSHIP AND CONTROL OF CERTAIN STOCKHOLDERS

Stockholders owning fewer than 1,500 shares of Common Stock and Class B
Common Stock immediately prior to the effective time of the reverse stock split
will, after the reverse stock split takes place, no longer have any equity
interest in the Westwood Group and therefore will not participate in its future
potential earnings or growth. It is expected that all but 30 stockholders will
be cashed out in the reverse stock split. It will not be possible for cashed out
stockholders to re-acquire an equity interest in the Westwood Group unless they
purchase an interest from the remaining stockholders.

Potential detriments to the Westwood Group stockholders who remain as
stockholders if the reverse stock split is effected includes decreased access to
information and decreased liquidity. If the reverse stock split is effected, the
Westwood Group intends to terminate the registration of its Common Stock under
the 1934 Act. As a result of the termination, the Westwood Group will no longer
be subject to the periodic reporting requirements and the proxy rules of the
1934 Act. Assuming the completion of the reverse stock split and termination of
the Westwood Group's public company status, the Westwood Group intends to
initiate a tender offer as previously described.

FINANCIAL EFFECT OF THE REVERSE STOCK SPLIT

The reverse stock split and the use of approximately $536,000 cash to
complete the reverse stock split, which includes legal costs and other expenses
related to the transaction are not expected to have any material effect on the
Westwood Group's capitalization, liquidity, results of operations or cash flow.
The payments to record holders of fewer than 1,500 shares of Common Stock or
Class B Common Stock will be made from funds designated under the Westwood
Group's credit facility with Boston Federal Savings Bank for this purpose, with
any remaining portion to be paid out of working capital.

PRO FORMA FINANCIAL INFORMATION

The following pro forma financial information presents the effect on the
Westwood Group's historical financial position of the reverse stock split and
the cash payment of $336,100 to record holders of less than 1,500 shares
attributable to the reverse stock split. The unaudited condensed pro forma
consolidated balance sheet as of June 30, 2002 reflects the transaction as if it
occurred on the balance sheet date. The unaudited condensed pro forma
consolidated statements of income for the year ended December 31, 2001 and the
six months ended June 30, 2002 reflect the transaction as if it occurred at the
beginning of each of the periods presented.

The unaudited condensed pro forma consolidated balance sheet is not
necessarily indicative of what the Westwood Group's financial position would
have been if the reverse stock split had been effected on the date indicated, or
will be in the future. The information shown on the unaudited condensed pro
forma consolidated statements of income is not necessarily indicative of the
results of operations.

THE WESTWOOD GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED PRO FORMA
CONSOLIDATED BALANCE SHEET
JUNE 30, 2002

<Table>
<Caption>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------

ASSETS
CURRENT: $(336,100)(a)
Cash and cash equivalents.............................. $ 72,680 336,100(c) $ 72,680
Restricted cash........................................ 510,425 510,425
Escrowed Cash.......................................... 165,990 165,990
Prepaid expenses and other current assets.............. 350,638 350,638
Notes receivable from officers -- current.............. 525,442 525,442
---------- --------- ----------
Total current assets.............................. 1,625,175 1,625,175
PROPERTY AND EQUIPMENT, NET............................ 5,000,773 5,000,773
NOTES RECEIVABLE FROM OFFICERS -- LONG-TERM............ 681,621 681,621
OTHER ASSETS, net of amortization of $139,647.......... 55,599 133,800(d) 189,399
---------- --------- ----------
Total assets...................................... $7,363,168 $ 133,800 $7,496,968
========== ========= ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Note payable........................................... $ 165,792 14,000(e) $ 165,792
Accounts payable and accrued liabilities............... 1,239,171 (97,000)(b) 1,289,971
Other liabilities...................................... 1,016,191 133,800(d) 1,016,191
Outstanding pari-mutuel tickets........................ 519,219 519,219
Current maturities of long-term debt................... 340,249 340,249
---------- --------- ----------
Total current liabilities......................... 3,280,622 50,800 3,331,422
LONG-TERM DEBT, less current maturities................ 3,598,038 336,100(c) 3,934,138
OTHER LONG-TERM LIABILITIES.......................... 809,237 809,237
---------- --------- ----------
Total liabilities................................. 7,687,897 386,900 8,074,797
---------- --------- ----------
STOCKHOLDERS' DEFICIENCY:
Common stock, $.01 par value; authorized 3,000,000
shares; 1,944,409 and 1,296 shares issued......... 19,444 (19,431)(a) 13
Class B common stock, $.01 par value, authorized
1,000,000 shares; 912,615 and 608 shares issued... 9,126 (9,120)(a) 6
Additional paid-in capital............................. 13,379,275 28,551(a) 13,407,826
Accumulated deficit.................................... (5,512,941) 83,000(b) (5,429,941)
Other comprehensive loss............................... (254,851) (254,851)
Treasury stock, at cost 1,593,799 and 1,118............ (7,964,782) (336,100)(a) (8,300,882)
---------- --------- ----------
Total stockholders' deficiency.................... (324,729) (253,100) (577,829)
---------- --------- ----------
Total liabilities and stockholders' deficiency.... $7,363,168 $ 133,800 $7,496,968
========== ========= ==========
</Table>

See accompanying notes to the unaudited condensed pro forma consolidated
financial statements.
12

THE WESTWOOD GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED PRO FORMA
CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2001

<Table>
<Caption>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ----------- -----------

OPERATING REVENUES:
Pari-mutuel commissions............................. $13,496,411 $ $13,496,411
Admissions.......................................... 1,490,150 1,490,150
Other............................................... 1,996,224 1,996,224
----------- ----------- -----------
Total operating revenues............................ 16,982,785 16,982,785
----------- ----------- -----------
OPERATING EXPENSES:
Wages, taxes and benefits......................... 6,394,118 6,394,118
Purses............................................ 3,807,916 3,807,916
Cost of food and beverage......................... 437,421 437,421
Administrative and operating...................... 5,208,220 (329,000)(b) 4,879,220
Depreciation and amortization..................... 535,633 535,633
----------- ----------- -----------
Total operating expenses............................ 16,383,308 (329,000) 16,054,308
----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS................... 599,477 329,000 928,477
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense, net............................. (514,632) (28,000)(e) (542,632)
Other expense, net................................ (20,459) (20,459)
Change in accounting estimates.................... 1,058,007 1,058,007
----------- ----------- -----------
Total other income, net........................... 522,916 (28,000) 494,916
----------- ----------- -----------
Income from continuing operations before income
taxes.......................................... 1,122,393 301,000 1,423,393
PROVISION FOR INCOME TAXES.......................... 46,386 12,500(b) 58,886
----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS................... $ 1,076,007 $ 288,500 $ 1,364,507
----------- ----------- -----------
BASIC AND DILUTED PER SHARE DATA:
Income from continuing operations................. $ 0.85 $ 1,736.01
Shares used in computing income per share........... 1,263,225 (1,262,439) 786
=========== =========== ===========
RATIO OF EARNINGS TO FIXED CHARGES.................. 2.69 3.06
=========== =========== ===========
</Table>

See accompanying notes to the unaudited condensed pro forma consolidated
financial statements.

THE WESTWOOD GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED PRO FORMA
CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2002

<Table>
<Caption>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------

OPERATING REVENUES:
Pari-mutuel commissions............................... $6,718,299 $ $6,718,299
Admissions............................................ 88,654 88,654
Other................................................. 1,432,798 1,432,798
---------- ----------- ----------
Total operating revenues.............................. 8,239,751 8,239,751
---------- ----------- ----------
OPERATING EXPENSES:
Wages, taxes and benefits........................... 3,057,149 3,057,149
Purses.............................................. 1,756,092 1,756,092
Cost of food and beverage........................... 282,115 282,115
Administrative and operating........................ 2,488,401 (97,000)(b) 2,391,401
Depreciation and amortization....................... 289,293 289,293
---------- ----------- ----------
Total operating expenses.............................. 7,873,050 (97,000) 7,776,050
---------- ----------- ----------
INCOME FROM OPERATIONS................................ 366,701 97,000 463,701
---------- ----------- ----------
OTHER EXPENSE:
Interest expense, net............................... 227,208 14,000(e) 241,208
Other expense, net.................................. 31,344 31,344
---------- ----------- ----------
Total other expense, net......................... 258,552 14,000 272,552
---------- ----------- ----------
Income before provision for income taxes.............. 108,149 83,000 191,149
PROVISION FOR INCOME TAXES............................ 27,445 27,445
---------- ----------- ----------
NET INCOME............................................ $ 80,704 $ 83,000 $ 163,704
---------- ----------- ----------
BASIC AND DILUTED PER SHARE DATA:
Net income.......................................... $ 0.06 $ 208.27
Shares used in computing income per share............. 1,263,225 (1,262,439) 786
========== =========== ==========
RATIO OF EARNINGS TO FIXED CHARGES.................... 1.35 1.60
========== =========== ==========
</Table>

See accompanying notes to the unaudited condensed pro forma consolidated
financial statements.

NOTES TO THE UNAUDITED CONDENSED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited condensed pro forma consolidated financial
statements (the "pro forma financial statements") and related notes are
unaudited. In the opinion of management, the pro forma financial statements
include all adjustments necessary for a fair presentation of the Westwood
Group's financial position and results of operations for the periods presented.
These financial statements should be read in conjunction with the audited
financial statements and accompanying notes included in the Company's 2001 Form
10-K as filed with the Securities and Exchange Commission.

In accordance with the rules and regulations of the Securities and Exchange
Commission, unaudited financial statements may omit or condense certain
information and disclosures normally required for a complete set of financial
statements prepared in accordance with generally accepted accounting principles.
However, the Westwood Group believes that the notes to the financial statements
contain disclosures adequate to make the information presented not misleading.

The pro forma financial statements are prepared in conformity with
generally accepted accounting principles which require management to make
estimates that affect the reported amounts of assets, liabilities, revenues and
expenses, and the disclosure of contingent assets and liabilities. Actual
results could differ from these estimates.

The unaudited pro forma financial information is presented for illustrative
purposes only and is not necessarily indicative of the future financial position
or future results of operations of the Westwood Group.

2. PRO FORMA ADJUSTMENTS

The following pro forma adjustments have been made to the historical
financial statements of the Westwood Group based upon assumptions made by
management for the purpose of preparing the unaudited Pro Forma Statements of
income and the Pro Forma Balance Sheet.

a) To record the effects of the reverse stock split and payment for
the purchase of 84,025 shares at $4.00 per share.

b) To record the cost savings resulting from not being a public
company.

c) To record borrowings under the Westwood Group's credit facility to
finance the transaction.

d) To record deferred debt issuance costs.

e) To record interest on borrowings used to finance the transaction
and amortize deferred debt expense.

3. DISCONTINUED OPERATIONS

The historical results of operations for the year ended December 31, 2001
present income from continuing operations, and accordingly do not reflect a gain
of $351,000 from the discontinued harness racing subsidiary.

The unaudited pro forma financial statements should be read in conjunction
with the historical financial statements and accompanying footnotes of The
Westwood Group, which are incorporated by reference into this proxy statement.
See "Incorporation of Certain Documents by Reference." The pro forma changes
indicated above are in accordance with paragraph 12 of Accounting Principles
Board Opinion No. 6.

RECOMMENDATION OF THE BOARD OF DIRECTORS; FAIRNESS OF THE REVERSE STOCK SPLIT

The Board believes that the reverse stock split, taken as a whole, is fair
to, and in the best interests of, the stockholders of the Westwood Group. The
Board also believes that the process by which the transaction is to be approved
is fair. The Board recommends that the stockholders vote for approval and
adoption of the amendment and the payment of cash to record holders of fewer
than 1,500 shares of Common Stock or Class B Common Stock as described above.
Each member of the Board and each officer of the Westwood Group who owns shares
of Common Stock or Class B Common Stock has advised the Westwood Group that he
intends to vote his shares in favor of the reverse stock split.

The Board of Directors unanimously approved the reverse stock split and
recommends the reverse stock split to the Westwood Group's stockholders for
approval. In determining the cash consideration to be paid to record holders of
fewer than 1,500 shares of Common Stock or Class B Common Stock, the Board of
Directors reviewed and considered: (1) the lack of a trading market for the
Westwood Group's shares; (2) the valuation advice and fairness opinion of
Alouette Capital; (3) the current market price of the Common Stock and the lack
of liquidity thereof; (4) historical market prices of the Common Stock over the
last two years; (5) the purchase prices paid in the most recent public
transactions in the Common Stock; (6) the lack of dividends declared or paid on
the Common Stock and the restriction on payment of dividends in light of the
Class B Common Stock; (7) the opportunity presented by the reverse stock split
for the record holders owning fewer than 1,500 shares of Common Stock and/or
Class B Common Stock to liquidate their holdings without incurring brokerage
costs, particularly given the relatively illiquid market of the Common Stock;
(8) the future cost savings that will inure to the benefit of the Westwood Group
and its continuing stockholders as a result of the Westwood Group deregistering
its Common Stock under the 1934 Act; (9) the competitive disadvantage the
Westwood Group suffers from being required to disclose information that its
competitors do not disclose in that, to its knowledge, most of the Westwood
Group's competitors are privately held; and (10) appraisal reports prepared by
RM Bradley & Co., Inc., dated as of January 21, 2001 and July 25, 2002,
respectively. The Board of Directors did not assign any specific weight to these
factors, however in their considerations individual members of the Board of
Directors may have given differing weights to different factors.

FAIRNESS OPINION OF ALOUETTE CAPITAL

Pursuant to an engagement letter, dated as of January 11, 2001, the Board
engaged Alouette Capital to act as its independent financial advisor in
connection with the consideration by the Westwood Group of various strategic and
financial alternatives available to it to maximize stockholder value. Alouette
Capital is a Boston-based investment bank whose corporate finance activities are
focused on small to middle-market companies and it regularly engages in the
valuation of businesses and their securities. Alouette Capital provides a full
range of financial advisory services to its clients, ranging from merger and
acquisition services, private placements, restructuring engagements, and other
advisory services. After interviewing other investment banking firms, the Board
selected Alouette Capital as its independent financial advisor on the basis of
its experience and expertise in transactions of this nature, its reputation and
experience in the investment community, and its historical investment banking
relationship with the Westwood Group and Charles F. Sarkis.

Alouette Capital has previously provided services to the Westwood Group. In
September of 1999, Alouette Capital provided a fairness opinion to the Westwood
Group in connection with the sale by the Westwood Group of common stock of the
Back Bay Restaurant Group, Inc. to Charles F. Sarkis and a repurchase of common
stock by the Back Bay Restaurant Group, Inc. In connection with those services,
Alouette Capital received $100,000. Alouette Capital also provided brokerage and
advisory services to the Westwood Group in connection with the recent
refinancing of its credit facility for which it received fees in the amount of
$133,750. In addition, Alouette Capital advises Charles F. Sarkis with respect
to matters relating to his other companies from time to time.

In connection with the consideration by the Board of the merits of the
reverse stock split, Alouette Capital was asked under the terms of its
engagement letter to perform various financial analyses and

deliver to the Board its fairness opinion of the $4.00 per share price based on
such analyses. At the September 17, 2002 meeting of the Board, Alouette Capital
delivered its oral opinion, and subsequently confirmed in writing as of such
date, that the $4.00 per share price to be paid in connection with the reverse
stock split is fair from a financial point of view to the Westwood Group and its
stockholders.

THE FULL TEXT OF THE ALOUETTE CAPITAL OPINION, WHICH SETS FORTH THE
ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS OF REVIEW BY ALOUETTE
CAPITAL, IS ATTACHED HERETO AS EXHIBIT B AND IS INCORPORATED HEREIN BY REFERENCE
AND SHOULD BE READ CAREFULLY AND IN ITS ENTIRETY IN CONNECTION WITH THIS PROXY
STATEMENT. THE FOLLOWING SUMMARY OF THE ALOUETTE CAPITAL OPINION IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE ALOUETTE CAPITAL OPINION. THE
ALOUETTE CAPITAL OPINION IS ADDRESSED TO THE BOARD ONLY AND DOES NOT CONSTITUTE
A RECOMMENDATION TO ANY STOCKHOLDER OF THE WESTWOOD GROUP AS TO HOW SUCH
STOCKHOLDER SHOULD VOTE AT THE SPECIAL MEETING.

Under the terms of its engagement letter, the Westwood Group paid Alouette
Capital an advisory fee of $100,000 upon the delivery by Alouette Capital of its
opinion to the Board of Directors. In addition, the engagement letter between
the Westwood Group and Alouette Capital provides that the Westwood Group will
reimburse Alouette Capital for certain of its out-of-pocket expenses and will
indemnify Alouette Capital, and its officers, directors and employees against
liabilities arising out of its engagement, absent bad faith or gross negligence
on the part of Alouette Capital.

In arriving at its opinion, Alouette Capital among other things: (1)
reviewed publicly available historical financial and operating data concerning
the Westwood Group including the Annual Reports to Stockholders and Annual
Reports on Form 10-K for the previous five years ended December 31, 2001 and the
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and June
30, 2002; (2) interviewed certain members of senior management of the Westwood
Group to discuss the prospects for the Westwood Group's business; (3) reviewed
certain information of the Westwood Group, including financial projections
relating to the business, earnings, cash flow, assets and prospects of the
Westwood Group prepared by the management of the Westwood Group; (4) reviewed
publicly available financial operating and stock market data of selected
companies having certain financial characteristics similar to those of Westwood,
including growth of revenues, consistency of operating income, operating margins
and levels of debt; (5) reviewed the historical market prices and trading
volumes of the Westwood Group's Common Stock; (6) reviewed the relationship
between the shares' historical market prices and its reported earnings per share
data; (7) reviewed an appraisal commissioned by the Westwood Group from RM
Bradley & Co., Inc., valuing the real property located at 190 V.F.W. Parkway in
Revere, Massachusetts; (8) reviewed an appraisal commissioned by Boston Federal
Savings Bank from RM Bradley & Co., Inc., valuing this same real property in
connection with the September 2002 refinancing of the Westwood Group credit
facility; (9) evaluated the Westwood Group's assets and liabilities on a
liquidated basis; and (10) reviewed and conducted other financial studies,
analyses and investigations as Alouette Capital deemed appropriate.

No limitations were imposed by the Westwood Group or the Board of Directors
on the scope of the Alouette Capital investigation or the procedures to be
followed by Alouette Capital in rendering the Alouette Capital opinion, except
that Alouette Capital was not authorized to solicit, and did not solicit, any
indications of interest from any third party with respect to a purchase of all
or a part of the Westwood Group's business or of its Common Stock and/or Class B
Common Stock. In arriving at its opinion, Alouette Capital assumed and relied
upon the accuracy and completeness of the financial information provided by the
Westwood Group and other information used by Alouette Capital without assuming
any responsibility for independent verification of this information and further
relied upon the assurances of management of the Westwood Group that they were
not aware of any facts that would make the information provided by the Westwood
Group inaccurate or misleading. With respect to the financial projections of the
Westwood Group, Alouette Capital assumed that these projections were prepared in
good faith on a basis reflecting the then best currently available estimates and
judgements of the

management of the Westwood Group as to the future financial performance of the
Westwood Group. In arriving at its opinion, Alouette Capital conducted a limited
physical inspection of the properties and facilities of the Westwood Group. The
Alouette Capital opinion was necessarily based upon economic, financial, market
and other conditions as they existed on, and could be evaluated as of the date
of its opinion. In rendering its opinion, Alouette Capital did not give any
material weight to the book value of Westwood's Common Stock. Based upon the
Westwood Group's balance sheet as of June 30, 2002, the net worth of the
Westwood Group was negative and the book value per share would not represent a
positive value. Alouette Capital disclaimed any undertaking or obligation to
advise any person of any change in any fact or matter affecting its opinion
which may come or be brought to its attention after the date of its opinion.

Set forth below is a brief summary of the selected analyses that Alouette
Capital presented to the Board at the September 17, 2002 meeting. Alouette
Capital considered three methods to evaluate the fair market value of the
shares. These methods include (i) the capitalization of free cash flow of the
Westwood Group, (ii) the earnings and multiple comparisons to a group of
selected publicly traded companies having certain similar financial
characteristics to those of the Westwood Group, and (iii) an evaluation of the
assets and liabilities of the Westwood Group on a liquidated basis.

Capitalization of Free Cash Flow Analysis. A capitalization of free cash
flow analysis was employed by Alouette Capital to establish an implied per share
valuation for the shares. This analysis separates and ascribes value only to the
cash flow available to service financing activities, including the possible
distribution of dividends to stockholders. Cash that is generated but used to
sustain the business (such as increases in working capital expenditures) creates
no incremental value to the stockholders. The Westwood Group's free cash flow is
then capitalized at the firm's weighted average cost of capital. The weighted
average cost of capital can be described as the average price a company must pay
to attract both debt and equity to properly capitalize the firm's growth. It is
this free cash flow that, when capitalized at an appropriate weighted average
cost of capital, and after subtracting claims by debt holders and others,
represents the economic value of a firm to its stockholders. This approach
resulted in an implied per share valuation of $3.30.

Publicly Traded Comparable Group of Companies Analysis. In Alouette
Capital's opinion, there are no public companies which, as a meaningful part of
their business, are in the greyhound racing and/or simulcasting business
utilizing a pari-mutual wagering system. However, due to the lack of trading
history in the Westwood Group's Common Stock, a comparison with a publicly
traded comparable group was desirable. A comparable company analysis was
undertaken by Alouette Capital to establish implied ranges for the per share
valuation for the shares. Alouette Capital analyzed publicly available
historical and projected financial results, including multiples of enterprise
value to (i) revenues, (ii) earnings before interest and taxes ("EBIT"), (iii)
earnings before interest and taxes and depreciation and amortization ("EBITDA")
and (iv) net earnings. Alouette Capital examined the financial results and
market multiplies of a group of sixteen (16) publicly traded companies, which
consisted of selected companies having certain financial characteristics similar
to those of the Westwood Group including gross revenues of less than
$100,000,000 for the last twelve months; a growth rate in revenues of not more
than 5% or less than -5% for the past 12 months or on a compounded basis for the
last five years; positive EBIT margins (as a percentage of revenues) not in
excess of 10.0% over the past 12 months; and levels of debt not in excess of 5x
EBITDA as of the date of each company's most recently publicly filed financial
statements. All of the trading multiples of the companies in the comparable
group were based on closing stock prices on September 13, 2002. The comparable
group was found to have multiples of enterprise value to revenues ranging from
..08x to .76x, enterprise value to trailing twelve month EBIT ranging from 5.33x
to 22.51x, marked price to EBITDA ranging from 2.10x to 7.43x, and market price
to the trailing twelve month net earnings ranging from (23.60)x to 51.93x.

In addition, the comparable group was found to have weighted average
multiples of .37x enterprise value to revenues, 8.84x enterprise value to
trailing twelve months EBIT, 4.79x enterprise value to trailing twelve months
EBITDA, and 12.40x market price to trailing twelve month net earnings ratios.
Applying these multiples to the Westwood Group's historical and projected
operating results resulted in an implied

valuation range for the shares of $1.77 to $3.46 per share before any discount
for the lack of liquidity in the Common Stock of the Westwood Group.

None of the public companies utilized in the above analysis for comparative
purposes is, of course, identical or directly comparable to the Westwood Group
since none are in the greyhound racing business utilizing a pari-mutual wagering
system. Accordingly, a complete analysis of the results of the above
calculations cannot be limited to a quantitative review of these results and
involves complex considerations and judgments concerning differences in
financial and operating characteristics of the companies in the comparable group
and other factors that could affect the public trading value of the companies in
the comparable group as well as that of the Westwood Group.

Asset Based Analysis. The asset-based approach to valuation derives a
firm's value through an estimate of value to equity stockholders following a
hypothetical orderly liquidation of the Westwood Group's assets and the
satisfaction of the Westwood Group's obligations to its debtors. This analysis
took into account both the $13,650,000 appraisal of the real property done in
connection with the refinancing as well as the appraisal conducted in 2001 that
appraised the real property at $11,500,000. This approach resulted in an implied
per share valuation range of $3.10 to $3.99.

The preparation of an opinion as to the fairness of the consideration, from
a financial point of view, involves various determinations as to the most
appropriate and relevant methods of financial and comparative analysis and the
application of those methods to the particular circumstances and, therefore, the
opinion is not readily susceptible to summary description. Furthermore, in
arriving at its opinion, Alouette Capital did not attribute any particular
weight to the analyses or factors considered by it, but rather made qualitative
judgments as to the significance and relevancy of each analysis and factor.
Accordingly, Alouette Capital believes that its analyses must be considered as a
whole and that considering any portions of its analyses and of the factors
considered by it, without considering all analyses and factors, could create a
misleading or incomplete view of the process underlying the Alouette Capital
opinion. In its analyses, Alouette Capital made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the Westwood Group's control. Any
estimates contained in these analyses are not necessarily indicative of actual
values or predictive of future results or values, which may be significantly
more or less favorable than as set forth therein. Additionally, analyses
relating to the value of business do not purport to be appraisals or to reflect
the prices at which businesses actually may be sold. Accordingly, these analyses
and estimates are inherently subject to substantial uncertainty.

Based on the evidence presented above and the analysis conducted, Alouette
Capital determined that the proposed $4.00 per share price to be paid in
connection with the reverse stock split would be fair to the Westwood Group and
its stockholders from a financial perspective.

CONDUCT OF THE WESTWOOD GROUP'S BUSINESS AFTER THE REVERSE STOCK SPLIT

The Westwood Group expects its business and operations to continue as they
are currently being conducted and, except as disclosed below, the reverse stock
split is not anticipated to have any effect upon the conduct of the business. If
the reverse stock split is consummated, all persons beneficially owning fewer
than 1,500 shares of Common Stock or Class B Common Stock at the effective time
of the reverse stock split will no longer have any equity interest in, and will
not be stockholders of, the Westwood Group and therefore will not participate in
its future potential or earnings and growth.

If the reverse stock split is effected, the Westwood Group believes that,
based on the Westwood Group's stockholder records, approximately 29 stockholders
will remain as holders of Common Stock, beneficially owning 100% of the
outstanding Common Stock, and fewer than nine will remain as holders of Class B
Common Stock, beneficially owning 100% of the outstanding Class B Common Stock.
These individuals, who now own approximately 95% of the fully diluted Common
Stock, will own approximately 100% of the fully-diluted Common Stock after the
reverse stock split. See "Security Ownership of certain Beneficial Owners and
Management." If the reverse stock split is effected, members of the Board and

executive officers of the Westwood Group will own approximately 46% of the
Common Stock and 88% of the Class B Common Stock.

The Westwood Group plans, as a result of the reverse stock split, to become
a privately held company. The registration of the Common Stock under the 1934
Act will be terminated. In addition, because the Common Stock will no longer be
publicly held, the Westwood Group will be relieved of the obligation to comply
with the proxy rules of Regulation 14A under Section 14 of the 1934 Act, and its
officers and directors and stockholders owning more than 10% of the Common Stock
will be relieved of the stock ownership reporting requirements and "short swing"
trading restrictions under Section 16 of the 1934 Act. Further, the Westwood
Group will no longer be subject to the periodic reporting requirements of the
1934 Act and will cease filing information with the Commission. Among other
things, the effect of this change will be a savings to the Westwood Group in not
having to comply with the requirements of the 1934 Act.

As stated throughout this proxy statement, the Westwood Group believes that
there are significant advantages in effecting the reverse stock split and "going
private" and the Westwood Group plans to avail itself of any opportunities it
has as a private company, including, but not limited to, making itself a more
viable candidate with respect to a merger or acquisition transaction with any
one of its competitors or entering into some type of joint venture or other
arrangement. Although management does not presently have an interest in any
transaction nor is management currently in negotiations with respect to any
transaction, there is always a possibility that the Westwood Group may enter
into an arrangement in the future and the remaining stockholders of the Westwood
Group may receive payment for their shares in any transaction in excess of
$4.00.

If the reverse stock split is completed and the Westwood Group terminates
its public company status, the Westwood Group will promptly initiate a tender
offer for shares of the Westwood Group's Common Stock and Class B Common Stock.
The tender offer price per share will be at the same $4.00 price per share
received by the stockholders of the Westwood Group in the reverse stock split.
Due to the Westwood Group's limited liquidity, the amount of Common Stock or
Class B Common Stock that any one stockholder would be permitted to tender will
be limited to one share in return for a cash payment equal to the product of (i)
1,500 times (ii) the $4.00 per share cash payment to be made in connection with
the reverse stock split. This ceiling would be the highest payment received by
any one stockholder as a result of the consummation of the reverse stock split.
The purpose of the tender offer is to provide some cash consideration to
stockholders of Common Stock and Class B Common Stock who will not receive a
cash payment in connection with the reverse stock split.

Other than as described in this proxy statement, neither the Westwood Group
nor its management has any current plans or proposals to effect any
extraordinary corporate transaction; such as a merger, reorganization or
liquidation; to sell or transfer any material amount of its assets; to change
its Board of Directors or management; to change materially its indebtedness or
capitalization; or otherwise to effect any material change in its corporate
structure or business.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material anticipated U.S. federal income
tax consequences of the reverse stock split. This summary is provided for
general information only, is not intended as tax advice to any person, and is
not a comprehensive description of all of the tax consequences that may be
relevant to holders of the Westwood Group's Common Stock and Class B Common
Stock. For example, it does not address special rules applicable to certain
persons such as stockholders who are subject to the alternative minimum tax
under the provisions of the Internal Revenue Code; nor does the discussion
address any consequences arising under the laws of any state, locality or
foreign jurisdiction.

The following summary is based upon the Internal Revenue Code of 1986, as
amended, and the final and temporary Treasury Regulations promulgated under it,
published administrative positions of the Internal Revenue Service, and reported
judicial decisions, all as now existing and currently applicable, and any or all
of which could be changed, possibly on a retroactive basis, at any time.

Each stockholder of the Westwood Group holding of record prior to the
reverse stock split only shares of Common Stock or of Class B Common Stock and
who ceases to hold, either directly or indirectly, any such shares of the
Westwood Group after the reverse stock split will recognize gain or loss for
federal income tax purposes measured by the difference, if any, between the cash
received by the stockholder in the reverse stock split and the stockholder's
basis in the shares surrendered in the reverse stock split. This gain or loss
will be capital gain or loss for U.S. federal income tax purposes if the shares
were held as a capital asset and will be long-term if the stockholder's holding
period in the shares is more than one year at the time of the reverse stock
split.

Each stockholder who receives Common Stock, Class B Common Stock or both of
the Westwood Group incident to the reverse stock split, but no cash, will not
recognize any gain or loss for federal income tax purposes.

The holding period of the Common or Class B Common shares of the Westwood
Group received by a stockholder incident to the reverse stock split will include
the holding period of the Common or Class B Common, as the case may be, shares
surrendered therefor. In general, the aggregate tax basis of the Common or Class
B Common shares of the Westwood Group received by a stockholder incident to the
reverse stock split will equal the aggregate tax basis of the Common or Class B
Common, as the case may be, shares surrendered therefor.

Each stockholder who is to receive cash in the reverse stock split will be
required to furnish the stockholder's social security number or taxpayer
identification number. Failure to provide this information may result in backup
withholding.

EACH STOCKHOLDER IS URGED TO CONSULT WITH THE STOCKHOLDER'S OWN TAX
ADVISORS REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF
THE STOCKHOLDER'S OWN PARTICULAR CIRCUMSTANCES.

FINANCING OF THE REVERSE STOCK SPLIT

The Board estimates that the total cost to the Westwood Group of the
reverse stock split for payment of the fractional share interests and the
estimated transactional fees and expenses will be approximately $536,000. The
Westwood Group intends to finance the reverse stock split with funds available
under its credit facility with Boston Federal Savings Bank.

COSTS OF THE REVERSE STOCK SPLIT

The following is an estimate of the costs incurred or expected to be
incurred by the Westwood Group in connection with the reverse stock split.
Amounts shown below exclude the cost of paying for fractional shares after the
reverse stock split is effected. Final costs of the transaction may be more or
less than the estimates shown below. The Westwood Group will be responsible for
paying these costs.

<Table>

Legal Fees.................................................. $ 25,000
Transfer and exchange agent fees............................ 15,000
Fees for fairness opinion................................... 100,000
Printing and mailing costs.................................. 25,000
Commission filing fees...................................... 30
Accounting fees............................................. 12,000
Miscellaneous............................................... 22,870
--------
Total....................................................... $199,900
========
</Table>

THE COMPANY

The Westwood Group, Inc. was incorporated in Delaware in 1984 as the
successor to racing and restaurant operations which commenced in 1935 and 1968,
respectively. The Westwood Group operates Wonderland Greyhound Park, Inc., a
pari-mutuel greyhound racing facility located in Revere, Massachusetts. Until
July, 1997, the Westwood Group also operated a pari-mutuel harness racing
facility located in Foxboro, Massachusetts. The Westwood Group's wholly-owned
subsidiary, Wonderland, owns and operates a greyhound racetrack, located in the
City of Revere, Massachusetts. Revere adjoins the City of Boston. Wonderland
Park is approximately five miles north of downtown Boston and is served directly
by major transportation routes and the Massachusetts Bay Transportation
Authority rail line. The racetrack is approximately two miles from Boston's
Logan International Airport. In addition to the racetrack, the Westwood Group
maintains and operates two full service restaurants, a sports bar and other
concession facilities at the racetrack to serve patrons of Wonderland Park. The
racetrack facility can accommodate 10,000 patrons. The average attendance per
day in 2001 was approximately 871 persons. The total attendance for the 2001
year was approximately 290,000 persons. The complex encompasses a total of
approximately 35 acres, including paved and lighted parking which has capacity
for approximately 2,300 cars.

Wonderland was originally opened in 1935 and has operated continuously from
the same location since that time. Wonderland is authorized to conduct up to 520
live matinee and evening performances during any calendar year. In addition to
conducting 333 live racing performances during 2001, Wonderland provided its
patrons with simulcast wagering from 50 various greyhound, thoroughbred and
harness tracks throughout the country. In addition, Wonderland broadcasts its
simulcast signal to 79 locations throughout the country. Wonderland has been
approved to conduct 313 live racing performances in 2002.

The Westwood Group is continuing its efforts to penetrate new markets into
which it can broadcast its signal and to develop new ways to provide quality
racing entertainment to its on-track patrons. The Westwood Group's annual
revenues are mainly derived from the commissions that it receives from wagers
made by patrons during its racing performances and from admission and concession
charges at these performances. Wagers at Wonderland are placed under the
pari-mutuel wagering system, under which the winning bettors in each race divide
the total amount bet on the race in proportion to the sums they wagered
individually, after deducting certain percentages governed by state law
including amounts which are reserved for The Commonwealth of Massachusetts, the
owners of the winning greyhounds, and the racetrack. The pari-mutuel commission
is regulated by the state regulatory commission in the jurisdiction of the
individual racetrack. In addition, the net pari-mutuel commission varies based
upon the type of wager. Finally, the Westwood Group generates commission revenue
from other tracks for all amounts wagered on its product at their facility.
These commissions vary based upon contractual arrangements. The average gross
pari-mutuel commission at Wonderland was approximately 24%, 24%, 24%, and 23% of
each $1.00 wagered on track during 2001, 2000, 1999 and 1998, respectively. Out
of this amount approximately 6% is distributed to kennel operators as purses
paid, 5% is paid to The Commonwealth of Massachusetts in the form of pari-mutuel
tax and 0.5% each is deposited into the Capital Improvements Trust Fund and
Promotional Trust Fund.

The Commonwealth of Massachusetts State Racing Commission, as individuals,
are the trustees and Wonderland is the beneficiary of the Greyhound Capital
Improvements and Promotional Trust Funds which have been established in
accordance with Massachusetts law and are dedicated to reimbursement of capital
improvements and promotional expenses.

The Westwood Group's principal executive offices are located at 190 V.F.W.
Parkway Revere, Massachusetts 02151, and its telephone number is (781) 284-2600.

SELECTED HISTORICAL FINANCIAL DATA

The following selected consolidated financial data is presented in addition
to the selected consolidated financial data incorporated by reference to page 7
of the Westwood Group's Annual Report on Form 10-K for the year ended December
31, 2001 and the information included in the Westwood Group's Form 10-Q for the
six months ended June 30, 2002.

<Table>
<Caption>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------- ---------------
1997 1998 1999 2000 2001 2001 2002
----- ----- ------ ------ ----- ------ ------
(IN THOUSANDS EXCEPT RATIO OF EARNINGS TO FIXED CHARGES)

OPERATING DATA
Ratio of earnings to fixed
charges(1).......................... 5.77 1.71 (1.79) (0.27) 2.69 0.53 1.35
Amount of deficiency.................. $ -- $ -- $1,862 $ 756 $ -- $ -- $ --
</Table>

<Table>
<Caption>
AS OF DECEMBER 31, AS OF JUNE 30,
----------------------------------------------- -----------------
1997 1998 1999 2000 2001 2001 2002
------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS EXCEPT BOOK VALUE (DEFICIENCY) PER SHARE)

BALANCE SHEET DATA
Working capital
(deficiency)............ $(9,309) $(3,381) $(1,543) $(2,186) $(1,201) $(2,367) $(1,655)
Total assets.............. $13,581 $13,369 $ 9,413 $ 7,780 $ 6,913 $ 7,568 $ 7,363
Long-term debt............ $ 997 $ 5,551 $ 4,392 $ 4,096 $ 3,772 $ 3,938 $ 3,598
Stockholders' Equity
(deficiency)............ $(1,551) $ 466 $(1,259) $(1,772) $ (405) $(1,972) $ (325)
Book value (deficiency)
per share (2)........... $ (1.22) $ 0.37 $ (1.00) $ (1.40) $ (0.32) $ (1.56) $ (0.26)
</Table>

- ---------------

(1) For purposes of calculating the ratio of earnings to fixed charges, (a)
earnings consist of earnings before income taxes plus fixed charges and (b)
fixed charges consist of interest expense, amortization of deferred
financing costs and one-third of rental expense, which is the portion we
consider representative of the interest factor.

(2) Computation is based on shares outstanding.

PRICE RANGE OF COMMON STOCK; DIVIDENDS; TRADING VOLUME

Except for limited or sporadic transactions, there is no established public
trading market for the Common Stock or Class B Common Stock of the Westwood
Group. The Common Stock is traded on the pink sheets. The following table sets
forth for the periods indicated the high and low bid prices.

<Table>
<Caption>
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------
(THROUGH SEPTEMBER 12, 2002)

Fiscal year ended December 31,
2002
High........................... $0.80 $1.10 $1.25
Low............................ $0.80 $0.80 $0.80
Fiscal year ended December 31,
2001
High........................... $0.75 $1.00 No Sales $ 0.85
Low............................ $0.75 $0.75 No Sales $ 0.85
Fiscal year ended December 31,
2000
High........................... $1.00 $1.01 $1.20 $ 1.50
Low............................ $1.00 $1.00 $0.50 $ 0.50
Fiscal year ended December 31,
1999
High........................... $3.50 No Sales $3.00 $1.125
Low............................ $3.50 No Sales $3.00 $1.125
</Table>

The Westwood Group is not aware of any purchases or sales involving its
Common Stock since September 12, 2002.

As of October 25, 2002, the Westwood Group had approximately 429 holders of
record of its Common Stock and 11 holders of record of its Class B Common Stock.

No dividends have been declared by the Westwood Group on its Common Stock
during 2002, 2001, 2000, 1999, or 1998. The Westwood Group has not paid a cash
dividend on its Class B Common Stock to date. The Westwood Group does not intend
to pay cash dividends on either Common Stock or Class B Common Stock in the
immediate future.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF COMMON STOCK

The following tables sets forth information, as of October 25, 2002, with
respect to the beneficial ownership of the Westwood Group's Common Stock by each
director, by all directors and officers of the Westwood Group as a group and by
persons known by the Westwood Group to own beneficially more than 5% of the
outstanding Common Stock. Unless otherwise noted, these stockholders have full
voting and investment power with respect to the shares listed as beneficially
owned by them.

<Table>
<Caption>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
- ------------------------------------ ----------------------- -----------

DIRECTORS AND OFFICERS:
Richard P. Dalton................................... 52,350(2) 13.38%
The Westwood Group, Inc.
190 VFW Parkway
Revere, MA 02151
Paul J. DiMare...................................... 103,300(3) 29.41%
P.O. Box 900460
Homestead, FL 33090
Charles F. Sarkis................................... 831,866(4) 70.75%
Back Bay Restaurant Group, Inc.
284 Newbury St Boston, MA 02116
All Directors and Officers as a group (three (3)
persons)......................................... 987,516(5) 81.22%
======= =====
Holders of more than 5%, not included above
Pauline F. Evans.................................... 26,122(6) 7.44%
Joseph J. O'Donnell................................. 22,669(7) 6.45%
A. Paul Sarkis...................................... 49,139(8) 12.29%
</Table>

- ---------------

(1) As used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of
or to direct the disposition of, a security). For purposes of this table a
person is deemed to have "beneficial ownership" of any security that the
person has the right to acquire within 60 days, including by conversion of
the stockholder's shares of Class B Common Stock into shares of Common Stock
or by exercise of options. For purposes of this table, any shares of Common
Stock not outstanding which are subject to such a right, or conversion
privileges, are deemed to be outstanding for the purposes of computing the
percentage of outstanding shares owned by the person or group, but are not
deemed to be outstanding for the purposes of computing the percentage owned
by any other person or group.

(2) Includes presently exercisable options to purchase 40,000 shares.

(3) Includes 92,500 shares held of record by DiMare Homestead, Inc. over which
Mr. DiMare has voting and investment power.

(4) Consists of 804,616 shares issuable upon conversion of the shares of Class B
Common Stock beneficially owned by Mr. Sarkis, 7,250 shares of Common Stock,
as well as presently exercisable options to purchase 20,000 shares. (See
footnote (2) to the table below showing beneficial ownership of Class B
Common Stock.)

(5) Includes presently exercisable options to purchase 60,000 shares and 804,616
shares issuable upon conversion of shares of Class B Common Stock, held by
all directors and officers as a group.

(6) Ms. Evans' address is 3600 Galt Ocean Drive, Fort Lauderdale, Florida 33308.

(7) Mr. O'Donnell's address is c/o Boston Concessions Group, Inc., 111 6th
Street, Cambridge, Massachusetts 02141.

(8) Includes 530 shares held of record, presently exercisable options to
purchase 32,500 shares and 16,109 shares issuable upon conversion of the
shares of Class B Common Stock beneficially owned by Mr. Sarkis. Mr. Sarkis'
address is 599 East Sixth St., Apt. 1, South Boston, MA 02127. Mr. Sarkis is
a former Director and officer of the Westwood Group.

(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF CLASS B COMMON STOCK

The following table sets forth certain information, as of October 25, 2002,
with respect to the beneficial ownership of the Westwood Group's Class B Common
Stock by each Director, and named Executive Officer and by all Directors and
officers of the Westwood Group as a group and by persons known by the Westwood
Group to own beneficially more than 5% of the outstanding Class B Common Stock.
Unless otherwise noted, the stockholders have full voting power and investment
power with respect to the shares listed as beneficially owned by the.

<Table>
<Caption>
SHARES OF CLASS B
COMMON STOCK PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS
- ------------------------------------ --------------------- ----------

Richard P. Dalton....................................... 0 0.00%
The Westwood Group, Inc.
190 VFW Parkway Revere, MA 02151
Paul J. DiMare.......................................... 0 0.00%
P.O. Box 900460
Homestead, FL 33090
Charles F. Sarkis....................................... 804,616(2) 88.00%
Back Bay Restaurant Group, Inc.
284 Newbury St Boston, MA 02116
All Directors and Officers as a Group (Three Persons)... 804,616(2) 88.00%
======= =====
</Table>

- ---------------

(2) Includes shares held by Sarkis Management Corporation, which is wholly-owned
by Mr. Sarkis. Mr. Sarkis disclaims beneficial ownership of these shares.

OTHER INFORMATION CONCERNING THE COMPANY AND AFFILIATES

In May 1994, the Westwood Group purchased all restaurant and concession
operations at Wonderland from Back Bay Restaurant Group, Inc. for a sales price
of $770,000. Included in the term note of $970,000 were additional amounts owed
to Back Bay Restaurant Group for costs incurred under a Cross Indemnification
Agreement amounting to $200,000, and interest expense of approximately $58,000
for the years ended December 31, 1999 and 1998. On September 24, 1999, the
Westwood Group entered into a stock repurchase agreement with Back Bay
Restaurant Group, Inc., pursuant to which Back Bay

Restaurant Group repurchased 222,933 shares of its common stock from the
Westwood Group in exchange for the cancellation of this promissory note.

Concurrently with entering into the stock purchase agreement with Back Bay
Restaurant Group, the Westwood Group entered into a stock purchase agreement
with Charles F. Sarkis, pursuant to which Mr. Sarkis purchased 450,518 shares of
common stock of Back Bay Restaurant Group, Inc. in return for a promissory note
in the amount of $2,703,108. This note bears interest of 9.5%. $500,927 was paid
on November 4, 1999, $500,000 was paid on December 16, 1999, $351,554 was paid
on January 31, 2000, $338,000 was paid on December 1, 2000, and $350,000 was
paid on August 17, 2001. As of September 30, 2002, the principal balance of this
promissory note is $910,525.

As of September 30, 2002, there are additional loans outstanding to
officers/stockholders in the aggregate amount of $257,752. Notes receivable and
related interest, in the amount of $110,917 is due from Charles Sarkis and
$146,835 is due from Richard P. Dalton. These loans are payable over five years
and bear interest at 8.0% per annum.

In October 1999, the Westwood Group received a letter of credit for working
capital purposes from the Anglo Irish Bank securitized by Mr. Charles Sarkis'
property located on Boylston Street in Boston, Massachusetts. Subsequently, Mr.
Sarkis refinanced the Boylston Street property and loaned the Westwood Group
$500,000, which amount was designated to be used for the 1998 and 1999
outstanding pari-mutual tickets due to The Commonwealth of Massachusetts. In
addition, under the terms of the loan agreement between the Westwood Group and
Mr. Sarkis, the Westwood Group offset the first payment due from Mr. Sarkis
under the promissory note issued on September 24, 1999 against this $500,000
loan.

Prior to 1995, the Westwood Group engaged a firm to assist management in
the planning and execution of a financial and operational reorganization of the
Westwood Group. As compensation for its services, the Westwood Group agreed to a
success fee, in addition to the basic fee, to grant options to acquire common
stock totaling 6% of the total of the Westwood Group's capital stock at $3 per
share. The success fee also stipulated that Michael S. Fawcett, a principal of
that firm, who was a director of the Westwood Group at the time would be
required to return options to purchase 25,000 shares of the Westwood Group's
common stock if the success fee option is exercised. The Westwood Group has not
granted the success fee option to date.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Representatives of the Westwood Group's independent certified public
accountants, BDO Seidman, LLP, are expected to be present at the special
meeting.

OTHER MATTERS

The Board does not know of other matters which are likely to be brought
before the special meeting. However, in the event that any other matters
properly come before the special meeting, the persons named in the enclosed
proxy are expected to vote the shares represented by the proxy on those matters
in accordance with their best judgment.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Westwood Group
File No. 000-01590 are incorporated by reference in this proxy statement: (i)
the Annual Report of Form 10-K for the fiscal year ended December 31, 2001, and
(ii) the Quarterly Reports on Form 10-Q for the periods ended March 31, 2002 and
June 30, 2002.

All documents and reports filed by the Westwood Group with the Commission
under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
proxy statement and prior to the date of the special meeting shall be deemed to
be incorporated by reference in this proxy statement and be a part hereof from
the respective dates of the filing of those documents or reports.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this proxy statement to the extent that a statement contained
herein (or in any other subsequently filed documents which also is deemed to be
incorporated by reference herein) modifies or supersedes the statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this proxy statement.

THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED IN THIS PROXY STATEMENT OR DELIVERED WITH THIS PROXY STATEMENT. THESE
DOCUMENTS (OTHER THAN EXHIBITS TO THESE DOCUMENTS, UNLESS THESE EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE TO THESE DOCUMENTS) ARE AVAILABLE,
WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER TO WHOM THIS PROXY
STATEMENT IS DELIVERED, ON WRITTEN OR ORAL REQUESTS OF THAT PERSON AND BY FIRST
CLASS MAIL OR OTHER EQUALLY PROMPT MEANS WITHIN ONE BUSINESS DAY OF RECEIPT OF
THAT REQUEST, TO THE WESTWOOD GROUP, INC., 190 V.F.W. PARKWAY, REVERE, MA 02151
ATTN: RICHARD P. DALTON, PRESIDENT (TELEPHONE: (781) 284-2600). IN ORDER TO
ENSURE DELIVERY OF THE DOCUMENTS PRIOR TO THE SPECIAL MEETING, REQUESTS MUST BE
RECEIVED NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE SPECIAL MEETING.

AVAILABLE INFORMATION

The Westwood Group is subject to the informational requirements of the 1934
Act and in accordance with the 1934 Act files reports, proxy statements and
other information with the Commission. These reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at the regional offices of the Commission located at
The Woolworth Building, 233 Broadway, New York, New York 10279 and Suite 1400,
Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661.
Copies of this material can also be obtained at prescribed rates by writing to
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. In addition, these reports, proxy
statements and other information are available from the Edgar filings obtained
through the Commission Internet Website (http://ww.sec.gov.)

EXHIBIT A

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
THE WESTWOOD GROUP, INC.

A-1

CERTIFICATE OF AMENDMENT
TO THE
THE CERTIFICATE OF INCORPORATION OF
THE WESTWOOD GROUP, INC.
---------------------

PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
---------------------

The Westwood Group, Inc., a Delaware corporation (the "Corporation"), does
hereby certify as follows:

FIRST: The following language is added to the end of Section A of
Article FOURTH of the Certificate of Incorporation of the Westwood Group,
Inc.:

"At the effective time of this Amendment, each share of Common Stock,
par value $.01 per share, issued immediately prior to the effectiveness
of this amendment will be reclassified into one-fifteen hundredth of one
fully paid and non-assessable share of Common Stock, par value $.01 per
share, so that every fifteen hundred shares of Common Stock issued
immediately prior to the effectiveness of this amendment will be
combined together to form one full share of Common Stock, par value
$.01. At the effective time of this amendment, each share of Class B
Common Stock, par value $.01 per share, authorized immediately prior to
the effectiveness of this amendment will be reclassified into
one-fifteen hundredth of one fully paid and non-assessable share of
Class B Common Stock, par value $.01 per share, so that every 1,500
shares of Class B Common Stock authorized immediately prior to the
effectiveness of this amendment will be combined together to form one
full share of Class B Common Stock, par value $.01. The Corporation will
make a cash payment of $4.00 per share to record holders of fewer than
1,500 shares of the Common Stock and Class B Common Stock immediately
prior to the effectiveness of this Amendment. To the extent necessary,
certificates for fractional shares of Common Stock and Class B Common
Stock will be issued by reason of this Amendment."

SECOND: The amendment of the certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on , 2002.

THE WESTWOOD GROUP, INC.

By:
------------------------------------
Name: Richard P. Dalton
Title: President

A-2

EXHIBIT B

OPINION OF ALOUETTE CAPITAL, INC.

B-1

ALOUETTE CAPITAL

<Table>

- -----------------------------------------------------------------------------------------------
21 School Street Telephone: (617)523-8666
Boston, MA 02108 Facsimile: (617)523-8699
e-mail: mark.noonan@gte.net
e-mail: johnturner@gtemail.net
</Table>

September 17, 2002

The Westwood Group, Inc.
190 V.F.W. Parkway
Revere, Massachusetts 02151

Members of the Board of Directors:

We understand that The Westwood Group, Inc. ("Westwood" or the "Company")
is contemplating a transaction pursuant to which Westwood's Certificate of
Incorporation will be amended to effect a one for 1,500 reverse stock split of
the Company's Common Stock and Class B Common Stock coupled with a cash payment
of $4.00 per share in lieu of the issuance of any resulting fractional shares
(the "Reverse Stock Split" or the "Transaction").

You have requested that Alouette Capital, Inc. ("Alouette") render an
opinion (the "Opinion"), as investment bankers, as to the fairness from a
financial point of view of the $4.00 per share cash payment to be paid in lieu
of the issuance of any resulting fractional shares of Common Stock or Class B
Common Stock following the Reverse Stock Split (the "Transaction
Consideration").

Alouette, as part of its financial advisory business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, private placements, negotiated transactions and
valuations for corporate and other purposes. Alouette has, in the past, provided
investment banking services to the Company and to Back Bay Restaurant Group,
Inc. ("BBRG"). Mr. Charles F. Sarkis owns a controlling interest in the common
equity of both of the aforementioned companies.

In connection with the Opinion set forth herein, we have, among other
things:

- reviewed Westwood's Annual Reports on Form 10-K filed with the Securities
and Exchange Commission for the five fiscal years ended December 31,
2001, including the audited consolidated financial statements of Westwood
included therein;

- reviewed Westwood's Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission for the quarters ended March 31, 2002
and June 30, 2002, including the unaudited consolidated financial
statements of the Company included therein;

- reviewed two appraisals from an independent third party valuing the real
property located at 190 V.F.W. Parkway in Revere, Massachusetts;

- reviewed certain information of Westwood, including financial projections
relating to the business, earnings and prospects of Westwood prepared by
the management of Westwood;

- held discussions with members of senior management of Westwood regarding
the business, operations, financial results and business prospects of
Westwood;

- Reviewed publicly available financial operating and stock market data
concerning certain companies having similar financial characteristics to
those of Westwood including growth trends in revenues and earnings,
earnings margins and levels of debt as a percent of total market
capitalizations;

- performed various valuation analyses, as we deemed appropriate, of
Westwood using generally accepted analytical methodologies, including the
application to the financial results of Westwood of the public trading
multiples of companies having certain similar financial characteristics
which we deemed comparable to the Company;
B-2

- evaluated and assessed the fair market value of Westwood's assets and
liabilities on a liquidated basis;

- reviewed the historical trading prices and volumes of Westwood's Common
Stock; and

- performed such other financial studies and analyses, and made such other
inquiries and investigations as we deemed appropriate.

In rendering the Opinion, at your direction we have assumed and relied upon
the accuracy and completeness of all information supplied or otherwise made
available to us by the Company or obtained by us from other sources, and upon
the assurance of the Company's management that they are not aware of any
information or facts that would make the information provided to us incomplete
or misleading. We have not independently verified such information, or
undertaken an independent appraisal of the assets or liabilities (contingent or
otherwise) of Westwood.

The Opinion is necessarily based upon financial, economic, market and other
conditions as they exist, and the information made available to us, as of the
date hereof. We disclaim any undertakings or obligations to advise any person of
any change in any fact or matter affecting the Opinion, which may come or be
brought to our attention after the date of the Opinion.

The Opinion does not constitute a recommendation as to any action the Board
of Directors of the Company or any stockholder of the Company should take in
connection with the Transaction or any aspect thereof. The Opinion relates
solely to the fairness from a financial point of view as of the date hereof of
the Transaction Consideration. We express no opinion herein as to the structure,
terms, merits or effect of any other aspect of the Transaction.

This letter is for the information of the Board of Directors of the Company
for its use in evaluating the fairness from a financial point of view of the
Transaction Consideration. It may not be used for any other purpose or referred
to without our prior written consent except for necessary filings with the
Securities and Exchange Commission by the Company.

Based upon and subject to all of the foregoing, we are of the opinion, as
investment bankers, that, as of the date hereof, the Transaction Consideration
is fair, from a financial point of view, to the stockholders of the Company who
will receive a cash payment in lieu of any resulting fractional shares of Common
Stock or Class B Common Stock following the Reverse Stock Split.

Sincerely

ALOUETTE CAPITAL, INC.

/s/ E. MARK NOONAN
--------------------------------------
E. Mark Noonan
Managing Director

EMN:cc

B-3

THE WESTWOOD GROUP, INC.

PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS ON DECEMBER 19, 2002. THIS PROXY
IS BEING SOLICITED BY THE BOARD OF DIRECTORS

The undersigned having received the Notice of Special Meeting of Stockholders
and Proxy Statement of The Westwood Group, Inc. (the "Company"), hereby
appoint(s) Richard P. Dalton proxy for the undersigned to represent the
undersigned at the Special Meeting of Stockholders of the Company to be held at
190 V.F.W. Parkway, Revere, Massachusetts 02151, on December 19, 2002, and at
any adjournment or postponement thereof, and thereat to vote and at in regard to
all matters which may properly come before said meeting (except those matters as
to which authority is hereinafter withheld) upon and in respect of all shares of
Common Stock, par value $.01 per share, of the Company and/or all shares of
Class B Common Stock, par value $.01 per share, of the Company upon or in
respect of which the undersigned would possess, if personally present, and
especially (but without limiting the general authorization and power hereby
given) to vote and act as indicated on the reverse.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

The undersigned hereby confer(s) upon said proxy discretionary authority to vote
upon any other matters or proposals not known at the time of solicitation of
this proxy which may properly come before the meeting.

Attendance of the undersigned at said meeting or at any adjournment or
postponement thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate thereat his or her intention to vote
said shares in person. If a fiduciary capacity is attributed to the undersigned
hereon, this proxy will be deemed signed by the undersigned in that capacity.

PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

1. To consider and vote upon a proposal to amend The Westwood Group, Inc.'s For Against Abstain
Certificate of Incorporation, pursuant to which (i) each share of Common [ ] [ ] [ ]
Stock, par value $.01 per share, issued immediately prior to the
effectiveness of the proposed amendment will be reclassified into
one-fifteen hundredth of one fully paid and non-assessable share of
Common Stock, par value $.01 per share, so that every shares of
Common Stock issued immediately prior to the effectiveness of this
amendment will be combined together to form one full share of Common
Stock, par value $.01, and (ii) each share of Class B Common Stock, par
value $.01 per share, authorized immediately prior to the effectiveness
of this amendment will be reclassified into one-fifteen hundredth of one
fully paid and non-assessable share of Class B Common Stock, par value
$.01 per share, so that every fifteen hundred shares of Class B Common
Stock authorized immediately prior to the effectiveness of this
amendment will be combined together to form one full share of Class B
Common Stock, par value $.01. The Westwood Group, Inc. will make a cash
payment of $4.00 per share to record holders of fewer than 1,500 shares
of the Common Stock and Class B Common Stock immediately prior to the
effectiveness of this amendment. To the extent necessary, certificates
for fractional shares of Common Stock and Class B Common Stock will be
issued by reason of this amendment.

For Against Abstain
2. To transact such other and further business as may properly come [ ] [ ] [ ]
before the Special Meeting or any adjournments or postponements
thereof.

Please be sure to sign and date this Proxy. Date:______________

Stockholder sign here Co-owner sign here

_________________________ _________________________

Mark the box at right if an address change or comment has been Noted / /
on the reverse side of this card.