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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.
[ ] 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 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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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 Company's
executive offices located at 4613 Jacksboro Highway, Wichita Falls, Texas on
Wednesday, July 21, 1999, at 2:30 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
Friday, June 25, 1999, 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 28, 1999
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
July 21, 1999
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 28, 1999.
ANNUAL REPORT
The Annual Report to Stockholders covering the fiscal year
ended February 28, 1999, including financial statements, accompanies this Proxy
Statement but is not a part hereof.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of June 25, 1999, there were issued and outstanding
4,617,604 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
<PAGE> 4
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 deemed to be present or represented for purposes of
determining whether stockholder approval of that matter has been obtained.
June 25, 1999 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 June 25, 1999 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 3,267,023(1) 70.75%
Estate of Noel Pautsky, Deceased
4613 Jacksboro Highway
Wichita Falls, Texas 76302 917,791(2) 19.88
Flem Noel Pautsky, Jr. Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 908,247 19.67
Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 700,000 15.16
Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252 296,700 6.43
Executive officers and
directors as a group
(three persons) 3,267,123(1)(2) 70.75
</TABLE>
2
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- --------------------------
(1) See information pertaining to Ms. Pautsky under "Directors and
Executive Officers - Election of Directors".
(2) Excludes 40,000 shares owned by Mr. Pautsky's widow.
DIRECTORS AND EXECUTIVE OFFICERS
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:
<TABLE>
<CAPTION>
BUSINESS SHARES OF COMMON
EXPERIENCE YEAR STOCK BENEFICIALLY
AND CURRENT FIRST OWNED AS OF JUNE 25,
POSITIONS BECAME 1999 (AND
NAME AND AGE WITH COMPANY DIRECTOR PERCENT OF CLASS)
- ---------------- ---------------- -------- --------------------
<S> <C> <C> <C>
Sandra Pautsky - 57 Chairman of 1986 3,267,023(1)
Board of Directors (70.75%)
since July 9, 1998
and President since
June 25, 1998;
Secretary-Treasurer;
Executive Vice-
President of the
Company from May
1992 until June 25,
1998
Danny Croker - 50 Vice President and 1992 -
Assistant Secretary -
Treasurer since May
1992 and owner of
Exlco, Inc., oil
and gas operations
Randy Camp - 46 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>
3
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- ---------------------
* Represents less than 1% of outstanding common stock.
(1) Includes: (i) 917,791 shares owned by the Estate of Noel
Pautsky, Deceased (the "Noel Pautsky Estate"), of which Ms.
Pautsky is the Independent Executrix, (ii) 700,000 shares
owned by the Noel Pautsky Trust, of which Ms. Pautsky is the
trustee and one of four beneficiaries and (iii) 908,247 shares
owned by the Flem Noel Pautsky, Jr. Trust, of which Ms.
Pautsky is the Trustee. Ms. Pautsky disclaims any beneficial
ownership of the shares owned by the Noel Pautsky Estate and
the Noel Pautsky Trust in excess of her respective 25%
beneficial interests therein. Ms. Pautsky also disclaims any
beneficial ownership of the shares owned by the Flem Noel
Pautsky, Jr. Trust.
EXECUTIVE OFFICERS
In addition to the executive officer positions held by
Ms. Pautsky and Mr. Croker (see "Election of Directors," above), Carol Cooper,
age 52, serves as the Company's Chief Accounting Officer. Mrs. Cooper is a
certified public accountant who was elected to her position with the Company on
July 9, 1998. From December 1997 until her election, Mrs. Cooper was employed in
the accounting department of the Company. From August 1996 through November
1997, Mrs. Cooper was an accounting consultant to Convest Energy, Inc. Mrs.
Cooper was employed by Meridian Oil, Inc. from June 1990 through July 1996
holding various positions in the accounting department of its Fort Worth, Texas
accounting office and its Houston, Texas regional office.
OTHER INFORMATION
Danny Croker is Sandra Pautsky's stepbrother. There are no
other family relationships among any of the directors or executive officers of
the Company. Sandra Pautsky may be considered to be the parent of the Company by
virtue of her beneficial ownership of approximately 71% of the Company's
outstanding common stock and her positions with the Company. See "Voting
Securities and Principal Holders" and "Election of Directors," above.
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
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BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held seven meetings during
the fiscal year ended February 28, 1999. 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, 2000 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, 1999.
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, 1999 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, 1999 of the Company's Chief Executive Officer. No
executive officer of the Company received a total annual salary and bonus
exceeding $100,000 in any of such years.
5
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<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND ---------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- ------- -------- ---------------
<S> <C> <C> <C> <C>
Noel Pautsky - 1999(2) $12,500 $ -- $ 356
President and 1998 50,000 4,167 1,428
Chief Executive 1997 50,000 4,167 1,208
Officer
Sandra Pautsky - 1999(3) 72,083 7,083 204
President and
Chief Executive
Officer
</TABLE>
- -------------------
(1) All other compensation consisted of Company paid life insurance premiums.
(2) Mr. Pautsky died on May 26, 1998.
(3) Ms. Pautsky was elected President and Chief Executive Officer on June 25,
1998.
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 in
1999 were $13,750.
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 Noel Pautsky Estate, 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.
Ms. Pautsky, the Noel Pautsky Estate, 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. The Noel Pautsky Estate 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
6
<PAGE> 9
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, 1997, Ms. Pautsky, Noel 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 $15,485. During the two fiscal years ended February 28, 1999, the
Company submitted monthly joint interest and other billings to such five parties
totaling $56,972, and such parties paid the Company an aggregate of $46,822 with
respect to such joint interest and other billings, leaving a balance of $25,635
owed by the five parties to the Company at February 28, 1999. In addition,
during fiscal 1998 and 1999 the Company as operator paid Ms. Pautsky, the Noel
Pautsky Trust and the Flem Noel Pautsky, Jr. Trust a total of $40,101 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, 1999, owed
them an additional $23,979 for such matters. The Company is following the same
operating procedures outlined above in the fiscal year ending February 29, 2000.
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, and on October 15, 1998 it purchased
60,000 shares of its common stock from the Noel Pautsky Estate at a price of
$3.10 per share. The prices paid by the Company to Ms. Pautsky and the Noel
Pautsky Estate approximated the prices paid by the Company to unaffiliated
shareholders for their shares at the times of the purchases.
ACCOUNTANTS
The Board of Directors of the Company has not yet selected an
accounting firm to audit the financial statements of the Company for the fiscal
year ending February 29, 2000. KPMG, LLP has served as the Company's principal
accountants since February 1992.
Representatives of KPMG, LLP 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.
7
<PAGE> 10
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 February 29, 2000 in order to be included in the
Proxy Statement and form of proxy relating to that meeting. Notice of a
stockholder proposal submitted outside the processes of the Commission's Rule
14a-8(d) will be considered untimely if received by the Company after May 14,
2000.
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: June 28, 1999
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 Wednesday, July 21, 1999, 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: , 1999.
----------------------
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.
