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SCHEDULE 14A INFORMATION
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
OAKRIDGE ENERGY, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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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 is 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 previously paid 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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OAKRIDGE ENERGY, INC.
4613 Jacksboro Highway
Wichita Falls, Texas 76302
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Oakridge Energy, Inc.:
Notice is hereby given that the Annual Meeting of the
Stockholders of Oakridge Energy, Inc. ("Company") will be held in the Ballroom
of the Wichita Falls Country Club, 1701 Hamilton Boulevard, Wichita Falls,
Texas on Thursday, June 27, 1996, at 2:30 P.M., Wichita Falls Time, for the
following purposes:
(1) To elect four directors of the Company; and
(2) To transact such other business as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
Wednesday, May 29, 1996, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the meeting.
You are cordially invited to attend the meeting in person. If
you desire to vote at the meeting in person, you may revoke your proxy at that
time. In the meantime, the prompt return of your proxy, properly dated and
signed, will ensure the attendance of a quorum at the meeting.
Dated: June 5, 1996
By Order of the Board
of Directors
/s/ SANDRA PAUTSKY
Sandra Pautsky, Secretary
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OAKRIDGE ENERGY, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
June 27, 1996
PROXY SOLICITATION AND REVOCATION
This proxy statement is furnished to the stockholders of
Oakridge Energy, Inc. ("Company") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders ("Meeting") for the purposes set forth in the attached notice
of the Meeting.
All costs of solicitation of proxies will be borne by the
Company. In addition to solicitation by mail, directors, executive officers
and employees of the Company may solicit proxies personally or by telephone.
Arrangements will also be made with brokerage houses, nominees, fiduciaries and
other custodians for the forwarding of solicitation material to the beneficial
owners of common stock held of record by such persons, and the Company will
reimburse them for their reasonable out-of-pocket expenses.
Any stockholder has the power to revoke a proxy before its
exercise by giving written notice of such revocation to the Secretary of the
Company at the address provided below, by submitting a proxy bearing a later
date or by attending the Meeting and voting in person.
The mailing address of the Company's executive offices is 4613
Jacksboro Highway, Wichita Falls, Texas 76302, and the approximate date on
which this Proxy Statement and the accompanying form of proxy will first be
sent to the Company's stockholders is June 5, 1996.
ANNUAL REPORT
The Annual Report to Stockholders covering the fiscal year
ended February 29, 1996, including financial statements, accompanies this proxy
statement but is not a part hereof.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of May 29, 1996, there were issued and outstanding
5,127,045 shares of the Company's $.04 par value common stock. The presence,
in person or by proxy, of the holders of a majority of the outstanding shares
of common stock constitutes a quorum for all matters to be brought before the
Meeting. In deciding all questions, a stockholder shall be entitled to one
vote, in person or by proxy, for each share of common stock held in his name.
Cumulative voting for the election of directors or for any other matter is not
authorized. Because abstentions with respect to any matter are treated as
shares present or represented and entitled to vote for the purposes of
determining whether that matter has been approved by the stockholders,
abstentions have the same effect as negative votes. Broker non-votes and
shares as to which proxy authority has been withheld with respect to any matter
are not
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deemed to be present or represented for purposes of determining whether
stockholder approval of that matter has been obtained.
May 29, 1996 has been established by the Board of Directors of
the Company as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Meeting.
As used for purposes of this Proxy Statement only, "shares
owned beneficially" means the sole or shared: (i) voting power (the power to
vote, or to direct the voting of, the Company's common stock); or (ii)
investment power (the power to dispose, or to direct the disposition, of the
Company's common stock).
The following table shows the beneficial ownership of the
Company's common stock as of May 29, 1996 by: (i) each person known by the
management of the Company to own more than 5% of the Company's outstanding
common stock; and (ii) the executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
- ---------------- ------------- ---------
<S> <C> <C>
Noel Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 1,896,338(1) 36.99%
Sandra Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 1,537,985(1) 30.00
Noel Pautsky, Trustee of the
Flem Noel Pautsky, Jr. Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 874,397 17.05
Sandra Pautsky, Trustee of
the Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 700,000 13.65
Robert S. Allen
617 Cofield Drive
Hapeville, Georgia 30354 389,700(2) 7.60
Executive officers and directors
as a group (four persons) 3,434,423(1) 66.99
- --------------------------
</TABLE>
(1) See information pertaining to Mr. Pautsky and Ms. Pautsky under
"Election of Directors".
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(2) Includes 30,000 shares owned by Mr. Allen's wife. Mr. Allen disclaims
any beneficial ownership of the shares owned by his wife.
As of the date hereof, Noel Pautsky has pledged a substantial
portion of his shares in the Company as collateral for his bank borrowings.
The pledge arrangement is not believed to involve any potential for a change in
control of the Company.
ELECTION OF DIRECTORS
Four directors are to be elected at the Meeting. It is
intended that the proxies solicited hereby will be voted for the following
nominees, all of whom are presently directors of the Company and three of whom
(Mr. and Ms. Pautsky and Mr. Croker) serve as executive officers of the
Company:
<TABLE>
<CAPTION>
BUSINESS SHARES OF COMMON
EXPERIENCE YEAR STOCK BENEFICIALLY
AND CURRENT FIRST OWNED AS OF MAY 29,
POSITIONS BECAME 1996 (AND
NAME AND AGE WITH COMPANY DIRECTOR PERCENT OF CLASS)
- ---------------- ---------------- -------- -------------------
<S> <C> <C> <C>
Noel Pautsky - 77 Chairman of 1973 1,896,338(1)
Board of Directors (36.99%)
of the Company
since December 1981
and President of
the Company since
October 1973
Sandra Pautsky - 54 Executive Vice- 1986 1,537,985(2)
President and (30.00%)
Secretary-Treasurer
of the Company since
May 1992
Danny Croker - 47 Vice President and 1992 -
Assistant Secretary -
Treasurer of the
Company since May 1992
and owner of Exlco,
Inc., oil and gas
operations
Randy Camp - 43 Partner in the firm 1992 100*
of Moore, Camp,
Phillips & Company
(or its predecessor
firms), Certified
Public Accountants,
Wichita Falls, Texas
for more than the
past five years
</TABLE>
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- -------------------------
* Represents less than 1% of outstanding common stock.
(1) Includes 50,000 shares owned by Mr. Pautsky's wife and 874,397 shares
owned by Mr. Pautsky as the trustee of the Flem Noel Pautsky, Jr.
Trust. See "Voting Securities and Principal Holders," above. Mr.
Pautsky disclaims any beneficial ownership of the shares owned by his
wife and the Flem Noel Pautsky, Jr. Trust.
(2) Includes 700,000 shares owned by the Noel Pautsky Trust of which Ms.
Pautsky is the trustee and one of four beneficiaries. See "Voting
Securities and Principal Holders," above. Ms. Pautsky disclaims any
beneficial ownership of those shares owned by the Noel Pautsky Trust
in excess of 175,000 shares (i.e., 25% of 700,000).
Sandra Pautsky is the daughter of Noel Pautsky, and Danny
Croker is Noel Pautsky's stepson. There are no other family relationships
among any of the directors or executive officers of the Company. Each of the
directors and executive officers holds office from the date of his or her
election for a period of one year or until his or her successor has been
elected. None of the directors or executive officers is involved in any legal
proceedings in which he or she is a party adverse or has a material interest
adverse to the Company. None of the directors or executive officers has been
involved in any legal proceedings which are material to an evaluation of his or
her ability or integrity. Each of the nominees has consented to being
nominated and serving as a director of the Company if elected at the Meeting.
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held two meetings during the
fiscal year ended February 28, 1995 and one meeting during the fiscal year
ended February 29, 1996. All directors were present at each meeting. In view
of the small size of the Company's Board of Directors, the Company has no
standing audit, nominating or compensation committees. The Board of Directors
will consider nominees for the Board recommended by stockholders. Stockholders
who wish to suggest nominees for the Board of Directors to be considered in
connection with next year's Annual Meeting of Stockholders should write to the
President of the Company, 4613 Jacksboro Highway, Wichita Falls, Texas 76302
prior to May 1, 1997 stating in detail the qualifications of the proposed
nominee.
Executive officers of the Company who are also directors do
not receive any fee or remuneration for services as members of the Board of
Directors. The one director who is not an employee of the Company received an
annual fee of $3,000 for serving as a director in the fiscal year ended
February 28, 1995 and $1,500 for serving as a director in the fiscal year ended
February 29, 1996.
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Based solely on the Company's review of copies of forms it
received from officers, directors and stockholders owning more than 10% of the
outstanding shares of common stock of the Company and on written
representations from such persons, the Company believes that during the fiscal
years ended February 28, 1995 and February 29, 1996, all filing requirements
under Section 16(a) of the Securities and Exchange Act of 1934 were met on a
timely basis by such persons except that Mr. Camp inadvertently failed to file
a Form 4 reflecting his acquisition of 100 shares in June 1993. Subsequent to
the fiscal year ended February 28, 1995, Mr. Camp filed such Form 4 and Mr.
Croker also filed an amended Form 4 for April 1994 to correct an error in his
original filing. In addition, during fiscal 1996 Mr. Croker was late in filing
Forms 4 with respect to a sale he made in May, 1995 and a gift of shares he
received in June, 1995.
EXECUTIVE COMPENSATION
The following table sets forth information regarding
compensation for services in all capacities to the Company for the three fiscal
years ended February 29, 1996 of Noel Pautsky, the Company's Chief Executive
Officer, who is the only executive officer of the Company whose total annual
salary and bonus exceeded $100,000 in any of such years.
<TABLE>
<CAPTION>
NAME AND ANNUAL COMPENSATION ALL OTHER
-----------------------
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Noel Pautsky 1996 $ 50,000 $ 24,917 $ 902
President and 1995 100,000 8,333 3,359
Chief Executive 1994 100,000 623,329(2) 3,250
Officer
- -------------------
</TABLE>
(1) All other compensation consisted of Company paid life insurance
premiums and estimated personal use of a Company owned automobile.
(2) As previously reported, a $615,000 bonus was paid to Mr. Pautsky upon
consummation of the Company's sale of certain producing oil and gas
leases covering lands in Edwards and Sutton Counties, Texas.
The Company does not have employment agreements with any of
its executive officers, has no material bonus, profit-sharing or stock option
plans or pension or retirement benefits. The Company has a group health
insurance plan which it makes available to all employees of the Company on a
non-discriminatory basis. Pursuant to such plan, $25,000 in life insurance
benefits are provided for each of the executive officers and $15,000 in such
benefits are provided for other employees of the Company, with the amount of
such benefits provided decreasing as certain age levels are reached. Because
of the age provision, the amount of benefits provided to Mr. Pautsky is $6,250.
The cost to the Company for
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providing the different life insurance benefits to the executive officers is
nominal.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Noel Pautsky and Sandra Pautsky are each executive officers,
directors and beneficial owners of in excess of 5% of the Company's outstanding
common stock. In addition, the Flem Noel Pautsky, Jr. Trust and the Noel
Pautsky Trust are the beneficial owners of in excess of 5% of the Company's
outstanding common stock. Noel Pautsky and Sandra Pautsky may be considered to
be the parents of the Company by virtue of their beneficial ownership of
approximately 67% of the Company's outstanding common stock and their positions
with the Company.
Mr. Pautsky, Ms. Pautsky, the Flem Noel Pautsky, Jr. Trust and
the Noel Pautsky Trust each own undivided working interests in certain of the
oil and gas leases in the North Texas area in which the Company also owns an
undivided working interest and of which the Company serves as the operator.
Mr. Pautsky also owns an undivided working interest in the oil and gas leases
in Miller County, Arkansas in which the Company owns an undivided working
interest. In accordance with standard operating procedures, the Company
submits joint interest billings to such related parties and the other
unaffiliated working interest owners in the properties which the Company
operates on a monthly basis for their respective pro-rata shares of the costs
incurred on the properties and the Company's fee for serving as operator for
the preceding month. In addition, Exlco, Inc. ("Exlco"), 100% of whose
outstanding stock is owned by Danny Croker, an executive officer and director,
is allocated and bears a portion of the Company's office rent and supplies and
bills the Company periodically for costs incurred on the Company's behalf,
which billings are offset against the Company's billings to Exlco.
At February 28, 1994, Mr. Pautsky, Ms. Pautsky, the Flem Noel
Pautsky, Jr. Trust, the Noel Pautsky Trust and Exlco had accounts payable to
the Company, representing their then unpaid joint interest and other billings,
aggregating $13,492. During the two fiscal years ended February 29, 1996, the
Company submitted monthly joint interest and other billings to such five
parties totaling $230,747, and such parties paid the Company an aggregate of
$241,205 with respect to such joint interest and other billings, leaving a
balance of $3,034 owed by the five parties to the Company at February 29, 1996.
In addition, during fiscal 1995 and 1996 the Company as operator paid Ms.
Pautsky and the Flem Noel Pautsky, Jr. Trust a total of $30,979 in revenues
from working interests owned by them in certain of the Company's gas leases in
North Texas and with respect to their interests in lease equipment transferred
into the Company's inventory after abandonment by the Company of jointly owned
leases in the North Texas area. The Company is following the same operating
procedures outlined above in the fiscal year ending February 28, 1997.
On May 19, 1995, the Company purchased 25,000 shares of its
common stock from Danny Croker and an additional 24,750 shares
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from Exlco. On July 7, 1995, the Company purchased an additional 4,458 shares
from Mr. Croker, and on January 22, 1996 the Company purchased 100,000 shares
of its common stock from Ms. Pautsky. The per share price of $2.25 paid by the
Company to Mr. Croker, Exlco and Ms. Pautsky was the same per share price or a
lower per share price than that paid by the Company during the same time
periods to those unaffiliated stockholders of the Company who requested the
Company to purchase their shares of common stock.
In addition to the foregoing, the following information, which
was previously reported under the caption "Certain Relationships and Related
Transactions" in the Company's definitive proxy statement dated August 26,
1994, is again included for the benefit of stockholders.
On April 15, 1994, the Company purchased 25,000 shares of its
common stock from Noel Pautsky for $62,500 in cash. On April 20, 1994, the
Company purchased 5,000 shares of its common stock from Exlco for $12,500 in
cash. The per share price of $2.50 paid by the Company to Mr. Pautsky and
Exlco was the same per share price paid by the Company during the same time
periods to those unaffiliated stockholders of the Company who requested the
Company to purchase their shares of common stock.
ACCOUNTANTS
The Board of Directors of the Company has selected the firm of
KPMG Peat Marwick as the principal accountants to audit the financial
statements of the Company for the fiscal year ending February 28, 1997. The
firm has served as the Company's principal accountants since February 1992.
Representatives of KPMG Peat Marwick are expected to be
present at the Meeting and will have an opportunity to make a statement at such
Meeting, if they desire to do so. Such representatives are also expected to be
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholders are entitled to submit proposals on matters
appropriate for stockholder action in accordance with regulations of the
Securities and Exchange Commission. Should a stockholder intend to present a
proposal at the next Annual Meeting of Stockholders, the proposal must be
received by the Secretary of the Company at the Company's principal executive
offices at 4613 Jacksboro Highway, Wichita Falls, Texas 76302 by February 4,
1997 in order to be included in the Company's proxy statement and form of proxy
relating to that meeting.
OTHER MATTERS
The management is not aware at this date of any business,
other than the matters set forth in the notice of the Meeting, that will come
before the Meeting. If any other matters should properly come before the
Meeting, however, it is the intention of the
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persons named in the proxy to vote thereon in accordance with their best
judgment.
All information contained in this proxy statement relating to
the security holdings of directors and executive officers of the Company is
based upon information received from the individual directors and executive
officers.
DATED: June 5, 1996
8
<PAGE> 11
OAKRIDGE ENERGY, INC.
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of OAKRIDGE ENERGY, INC.
("Company") hereby appoints NOEL PAUTSKY and SANDRA PAUTSKY, with power of
substitution in each, as proxies to attend the Annual Meeting of Stockholders
to be held in Wichita Falls, Texas on Thursday, June 27, 1996, and at any
adjournments thereof and to act and specifically vote on behalf of the
undersigned all stock of the Company owned by the undersigned as follows:
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the con- to vote for all nominees
trary) [ ] listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Noel Pautsky, Sandra Pautsky, Danny Croker and Randy Camp
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1, WHICH IS MADE BY THE COMPANY.
Dated: ______________________, 1996.
_________ SHARES
_______________________________
Signature
_______________________________
Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND
RETURN PROMPTLY THIS PROXY IN
THE ENCLOSED ENVELOPE.
When shares are held by joint tenants, both should sign. When signing
as an attorney, administrator, executor, guardian or trustee, please add your
full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
