<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
Oakridge Energy, Inc.
--------------------------------------------------------------------------------
(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:
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 was determined):
N/A
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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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(4) Date Filed:
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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 Company's executive
offices located at 4613 Jacksboro Highway, Wichita Falls, Texas on Thursday,
July 20, 2000, 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 Monday,
June 26, 2000, 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 27, 2000
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 20, 2000
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 27, 2000.
ANNUAL REPORT
The Annual Report to Stockholders covering the fiscal year ended
February 29, 2000, including financial statements, accompanies this Proxy
Statement but is not a part hereof.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of June 26, 2000, there were issued and outstanding 4,476,923 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
<PAGE> 4
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 deemed to be present or
represented for purposes of determining whether stockholder approval of that
matter has been obtained.
June 26, 2000 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 26, 2000 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 3,192,023(1) 71.30%
Estate of Noel Pautsky, Deceased
4613 Jacksboro Highway
Wichita Falls, Texas 76302 842,791(2) 18.83
Flem Noel Pautsky, Jr. Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 908,247 20.29
</TABLE>
2
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<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
---------------- ------------- --------
<S> <C> <C>
Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 700,000 15.64
Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252 256,700 5.73
Executive officers and
directors as a group
(four persons) 3,192,123(1)(2) 71.30
</TABLE>
--------------------------
(1) See information pertaining to Ms. Pautsky under "Directors and Executive
Officers - Election of Directors".
(2) Excludes 25,000 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:
3
<PAGE> 6
<TABLE>
<CAPTION>
BUSINESS SHARES OF COMMON
EXPERIENCE YEAR STOCK BENEFICIALLY
AND CURRENT FIRST OWNED AS OF JUNE 26,
POSITIONS BECAME 2000 (AND
NAME AND AGE WITH COMPANY DIRECTOR PERCENT OF CLASS)
---------------- -------------- -------- --------------------
<S> <C> <C> <C>
Sandra Pautsky - 58 Chairman of 1986 3,192,023(1)
Board of Directors (71.30)%
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 - 51 Vice President and 1992 --
Assistant Secretary -
Treasurer since May
1992 and owner of
Exlco, Inc., oil
and gas operations
Randy Camp - 47 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: (i) 842,791 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
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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 53, 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 a contract accountant working for Convest Energy, Inc. Mrs.
Cooper was employed by Meridian Oil, Inc. from December 1991 through July 1996
holding various positions in the accounting department of 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.
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held two meetings during the fiscal
year ended February 29, 2000 and took action by unanimous written consent one
additional time. 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, 2001 stating in detail the qualifications of the proposed
nominee.
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<PAGE> 8
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 29, 2000.
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 29, 2000 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 29, 2000 of the Company's Chief Executive Officer. No executive officer
of the Company received total annual salary and bonus exceeding $100,000 in any
of such years.
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<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND ------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
------------------ ---- -------- ------- ---------------
<S> <C> <C> <C> <C>
Sandra Pautsky - 2000 $ 85,000 $ 7,083 $ 204
President and 1999(2) 72,083 7,083 204
Chief Executive 1998 25,000 4,167 204
Officer
</TABLE>
-------------------
(1) All other compensation consisted of Company paid life insurance premiums.
(2) 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.
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 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.
7
<PAGE> 10
At February 28, 1998, 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
$27,578. During the two fiscal years ended February 29, 2000, the Company
submitted monthly joint interest and other billings to such five parties (and
the Noel Pautsky Estate after Mr. Pautsky's death in May 1998) totaling $45,415,
and such parties paid the Company an aggregate of $47,944 with respect to such
joint interest and other billings, leaving a balance of $25,049 owed by such
parties to the Company at February 29, 2000. In addition, during fiscal 1999 and
2000 the Company as operator paid Ms. Pautsky, the Noel Pautsky Trust and the
Flem Noel Pautsky, Jr. Trust a total of $37,522 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 29, 2000, owed them an additional $23,343
for such matters. The Company is following the same operating procedures
outlined above in the fiscal year ending February 28, 2001.
On April 1, 1998, the Company purchased 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. On November 15, 1999, the Company purchased an
additional 75,000 shares of its common stock from the Noel Pautsky Estate at a
price of $2.8125 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 selected the accounting firm
of Whitley Penn to audit the financial statements of the Company for the fiscal
year ending February 28, 2001.
Representatives of Whitley Penn 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.
On July 6, 1999, KPMG LLP ("KPMG") resigned as the independent public
accountants for the Company. KPMG had examined the financial statements of the
Company for its fiscal years ended February 29, 1992 through February 28, 1999.
KPMG's reports on the Company's financial statements for the fiscal years ended
February 28, 1998 and 1999 did not contain any adverse opinion or disclaimer of
opinion and were not modified as to uncertainty, audit scope or accounting
principles. In connection with the audits of the fiscal years ended February 28,
1998 and 1999 and the subsequent interim period up through July 6, 1999, there
were no disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to KPMG's
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<PAGE> 11
satisfaction, would have caused it to make reference to the subject matter of
the disagreements in connection with its reports on the Company's financial
statements for such years.
On January 14, 2000, the Board of Directors of the Company selected the
firm of Whitley Penn as the independent public accountants to examine the
financial statements of the Company for the fiscal year ending February 29,
2000. The firm had not previously served as the Company's accountants. Prior to
the engagement of Whitley Penn, neither the Company nor anyone on its behalf had
consulted with such firm regarding either the application of accounting
principles to a specific transaction, either completed or contemplated, or the
type of audit opinion that might be rendered on the Company's financial
statements. In addition, since prior to KPMG's resignation the Company had no
disagreements with KPMG on any matter referred to above, there was no need for
the Company to consult with Whitley Penn regarding any such disagreement.
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 28, 2001 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 February 28, 2001.
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 27, 2000
9
<PAGE> 12
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, July 20, 2000, 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: ______________________, 2000.
_________ 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.
