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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] No fee required.
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(1) Title of each class of securities to which transaction 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 is determined):
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[ ] Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number, or
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<PAGE> 2
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 Board Room
of the Wichita Falls Country Club, 1701 Hamilton Boulevard, Wichita Falls, Texas
on Thursday, August 27, 1998, at 2:00 P.M., Wichita Falls Time, for the
following purposes:
(1) To elect three 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
Tuesday, July 28, 1998, 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: July 31, 1998
By Order of the Board
of Directors
/s/ DANNY CROKER
Danny Croker, Assistant
Secretary
<PAGE> 3
OAKRIDGE ENERGY, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
August 27, 1998
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 July 31, 1998.
ANNUAL REPORT
The Annual Report to Stockholders covering the fiscal year
ended February 28, 1998, including financial statements, has previously been
mailed to the Company's stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of July 28, 1998, there were issued and outstanding
4,781,909 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
<PAGE> 4
withheld with respect to any matter are not deemed to be present or represented
for purposes of determining whether stockholder approval of that matter has been
obtained.
July 28, 1998 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 July 28, 1998 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>
Sandra Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 2,420,776(1) 50.62%
Estate of Noel Pautsky, Deceased
4613 Jacksboro Highway
Wichita Falls, Texas 76302 977,791(2) 20.45
Flem Noel Pautsky, Jr.
4613 Jacksboro Highway
Wichita Falls, Texas 76302 908,247 18.99
Sandra Pautsky, Trustee of
the Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 700,000 14.64
Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252 306,700 6.41
Executive officers and
directors as a group
(three persons) 2,420,876(1)(2) 50.63
</TABLE>
2
<PAGE> 5
- --------------------------
(1) See information pertaining to Ms. Pautsky under "Election of
Directors".
(2) Excludes 50,000 shares owned by Mr. Pautsky's widow and 908,247 shares
owned by Flem Noel Pautsky, Jr. Mr. Pautsky was the trustee of the Flem
Noel Pautsky, Jr. Trust, which owned such 908,247 shares of record
until Mr. Pautsky's death.
As of the date hereof, a portion of the shares of the Estate
of Noel Pautsky, Deceased in the Company are pledged as collateral for the
Estate's bank borrowings. Neither the pledge arrangement nor Mr. Pautsky's death
is believed to involve any potential for a change in control of the Company.
ELECTION OF DIRECTORS
Three 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 two of whom
(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 JULY 28,
POSITIONS BECAME 1998 (AND
NAME AND AGE WITH COMPANY DIRECTOR PERCENT OF CLASS)
------------ ------------ -------- -----------------
<S> <C> <C> <C>
Sandra Pautsky - 56 Chairman of 1986 2,420,776(1)
Board of Directors (50.62%)
of the Company
since July 9, 1998
and President of
the Company since
June 25, 1998;
Secretary-Treasurer of
the Company; Executive
Vice-President of the
Company from May 1992
until June 25, 1998
Danny Croker - 49 Vice President and 1992
Assistant Secretary -
Treasurer of the
Company since May 1992
and owner of Exlco,
Inc., oil and gas
operations
Randy Camp - 45 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>
- ---------------------
* Represents less than 1% of outstanding common stock.
(1) Includes 977,791 shares owned by the Estate of Noel Pautsky, Deceased,
of which Ms. Pautsky is the Independent Executrix. Also includes
700,000 shares owned by the Noel Pautsky Trust, of which Ms. Pautsky is
the trustee and one of four beneficiaries. Ms. Pautsky disclaims any
beneficial ownership of the shares owned by the Estate of Noel Pautsky,
Deceased in excess of her 25% beneficial interest in the residual
estate. Ms. Pautsky also disclaims any beneficial ownership of the
shares owned by the Noel Pautsky Trust in excess of 175,000 shares
(i.e., 25% of 700,000).
3
<PAGE> 6
Noel Pautsky, who had been President of the Company since
October 1973 and Chairman of the Board of Directors since December 1981, died on
May 26, 1998. No person was selected as a nominee to succeed Mr.
Pautsky.
Sandra Pautsky was the daughter of Noel Pautsky, and Danny
Croker was 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.
4
<PAGE> 7
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held three meetings during
the fiscal year ended February 28, 1998. 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, 1999 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 $1,500 for serving as a director in the fiscal year ended February
28, 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's executive officers, directors and persons
who beneficially own more than 10% of the Company's common stock to file with
the Securities and Exchange Commission (the "Commission") initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Company's common stock. The rules promulgated by the Commission under Section
16(a) of the Exchange Act require those persons to furnish the Company with
copies of all reports filed with the Commission pursuant to Section 16(a).
Based solely on the Company's review of copies of forms it
received and on written representations from the foregoing persons, the Company
believes that during the fiscal year ended February 28, 1998, except as
previously disclosed in the Proxy Statement for the 1997 Annual Meeting of
Stockholders, all filing requirements under Section 16(a) of the Exchange Act
were met on a timely basis by such persons.
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 28, 1998 of Noel Pautsky, the Company's Chief Executive
Officer until his death on May 26, 1998. No executive officer of the Company
received total annual salary and bonus exceeding $100,000 in any of such years.
5
<PAGE> 8
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND ------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Noel Pautsky 1998 $ 50,000 $ 4,167 $ 1,428
President and 1997 50,000 4,167 1,208
Chief Executive 1996 50,000 24,917 902
Officer
</TABLE>
- -------------------
(1) All other compensation consisted of Company paid life insurance premiums.
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 all 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's beneficiary were
$13,750.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Sandra Pautsky is an executive officer, director and
beneficial owner of in excess of 5% of the Company's outstanding common stock.
In addition, the Estate of Noel Pautsky, Flem Noel Pautsky, Jr. (until Noel
Pautsky's death, 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. Following Noel Pautsky's death, Sandra Pautsky may be considered to be
the parent of the Company by virtue of her beneficial ownership of approximately
50% of the Company's outstanding common stock and her positions with the
Company.
Ms. Pautsky, the Estate of Noel Pautsky, Mr. Pautsky, Jr. 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. The
Estate of Noel 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.
6
<PAGE> 9
At February 29, 1996, Ms. Pautsky, Noel Pautsky, the Flem Noel
Pautsky, Jr. Trust, the Noel Pautsky Trust, Mr. Croker and Exlco had accounts
payable to the Company, representing their then unpaid joint interest and other
billings, aggregating $2,907. During the two fiscal years ended February 28,
1998, the Company submitted monthly joint interest and other billings to such
six parties totaling $64,190, and such parties paid the Company an aggregate of
$39,519 with respect to such joint interest and other billings, leaving a
balance of $27,578 owed by the six parties to the Company at February 28, 1998.
In addition, during fiscal 1997 and 1998 the Company as operator paid Ms.
Pautsky, the Noel Pautsky Trust and the Flem Noel Pautsky, Jr. Trust a total of
$2,659 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 and, at February 28,
1998, owed them an additional $61,287 for such matters. The Company is following
the same operating procedures outlined above in the fiscal year ending February
28, 1999.
On April 7, 1997, the Company purchased 60,000 shares of its
common stock from Ms. Pautsky at a price of $2.875 per share. On April 1, 1998,
the Company purchased an additional 20,000 shares of its common stock from Ms.
Pautsky at a price of $3.20 per share. The prices paid by the Company to Ms.
Pautsky approximated the market prices of the Company's common shares at the
times of purchase.
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, 1999. 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
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 April 2, 1999 in order to be included in the Proxy
Statement and form of proxy relating to that
7
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meeting. Notice of a stockholder proposal submitted outside the processes of the
Commission's Rule 14a-8 will be considered untimely if received by the Company
after June 17, 1999.
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 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: July 31, 1998
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 SANDRA PAUTSKY and DANNY CROKER, with power of
substitution in each, as proxies to attend the Annual Meeting of Stockholders to
be held in Wichita Falls, Texas on Thursday, August 27, 1998, 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)
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: ______________________, 1998.
_________ 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.
