OAKRIDGE HOLDINGS, INC
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JANUARY 23, 1998
NOTICE IS HEREBY GIVEN, that the Annual Meeting of
Shareholders of Oakridge Holdings, Inc. (the "Company"), will be
held on Friday January 23, 1998, at 3:00 p.m., local time, at the
law firm of Oppenheimer Wolff & Donnelly, Plaza VII, 45 South
Seventh Street, Suite 3400, Minneapolis, Minnesota, for the
following purposes:
1. To elect three (3) persons to serve as directors of the
Company until the next Annual Meeting of the
Shareholders or until their respective successors shall
be elected and qualified.
2. To approve the appointment of Stirtz, Bernards Boyden
Surdel & Larter, P.A. as the independent auditors of
the Company for the fiscal year ending June 30, 1998.
3. To transact such other business as may properly come
before the meeting.
The foregoing items of business are more fully described in
the Proxy Statement accompanying this Notice.
Holders of Common Stock of record at the close of business
on November 25, 1997, are entitled to vote at the Annual Meeting.
FOR THE BOARD OF DIRECTORS
/s/ Robert B. Gregor
Robert B. Gregor
St. Paul, Minnesota
December 15, 1997
IMPORTANT
To ensure your representation at the meeting, you are urged
to mark, sign, date and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope enclosed for
the purpose. If you attend the meeting, you may vote in person
even if you return a proxy.
OAKRIDGE HOLDINGS, INC.
4810 120th Street West
Apple Valley, Minnesota 55124-8628
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
January 23, 1998
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
The enclosed proxy is solicited on behalf of the Board of
Directors of Oakridge Holdings, Inc. ("Oakridge" or the
"Company") for use at the Annual Meeting of Shareholders ("Annual
Meeting") to be held on Friday, January 23, 1998 at 3:00 p.m.,
local time, or at any adjournment of the Annual Meeting. The
Annual Meeting will be held at the law firm of Oppenheimer Wolff
& Donnelly, Plaza VII, 45 South Seventh Street, Suite 3400,
Minneapolis, MN.
The Company's principal executive office is located at 4810
120th Street West, Apple Valley, Minnesota 55124. This Proxy
Statement is being mailed on or about December 15, 1997.
Only holders of Common Stock of record at the close of
business on November 25, 1997 are entitled to vote at the
meeting. On the record date 1,309,670 shares of the Company's
Common Stock were issued and outstanding. The presence at the
Annual Meeting, in person, or by proxy, of the holders of twenty
percent (20%) of the outstanding shares of Common Stock entitled
to vote at the meeting is required for a quorum for the
transaction of business. In general, shares of Common Stock
represented by a properly signed and returned proxy card will be
counted as shares present and entitled to vote at the meeting for
purposes of determining a quorum, without regard to whether the
card reflects abstentions (or is left blank) or reflects a
"broker non-vote" on a matter (i.e., a card returned by a broker
because voting instructions have not been received and the broker
has no discretionary authority to vote). Holders of shares of
Common Stock are not entitled to cumulate voting rights.
The election of a nominee for director and the approval of
each of the other proposals described in this Proxy Statement
require the approval of a majority of the shares present and
entitled to vote in person or by proxy on that matter (and at
least a majority of the minimum number of votes necessary for a
quorum to transact business at the Annual Meeting). Shares
represented by a proxy card voted as abstaining on any of the
proposals will be treated as shares present and entitled to vote
that were not cast in favor of a particular matter, and thus will
be counted as votes against the matter. Shares represented by a
proxy card including any broker non-vote on a matter will be
treated as shares not entitled to vote on that matter, and thus
will not be counted in determining whether that matter has been
approved.
A proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before its use by delivering
to the Secretary of the Company a written notice of revocation or
a duly executed proxy bearing a later date, or by attending the
meeting and voting in person.
The cost of soliciting proxies will be borne by the Company.
The Company expects to reimburse brokerage firms and other
persons representing beneficial owners of shares for their
expense in forwarding solicitation material to such beneficial
owners. Proxies may be solicited by certain of the Company's
directors, officers and regular employees, without additional
compensation, in person or by telephone or facsimile.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The By-laws of the Company provide that the Board of
Directors (the "Board") will determine the number of directors
for the ensuing year. Currently, the Board is set at three. The
Board has nominated the three individuals below to serve as
directors of the Company until the next annual meeting of the
shareholders or until their respective successors have been
elected and qualified. All of the nominees are members of the
current Board.
The election of each nominee requires the affirmative vote
of a majority of the shares of Common Stock represented in person
or by proxy at the Annual Meeting. Broker non-votes will not be
counted as votes cast. The Board recommends a vote FOR the
election of each of the nominees listed below. In absence of
other instructions, the proxies will be voted FOR the election of
the nominees named below If prior to the meeting the Board
should learn that any nominee will be unable to serve by reason
of death, incapacity or other unexpected occurrence, the proxies
that otherwise would have been voted for such nominee will be
voted such substitute nominee as selected by the Board.
Alternatively, the proxies, at the Board's discretion, may be
voted for such fewer number of nominees as results from such
death, incapacity or other unexpected occurrence. The Board has
no reason to believe that any of the nominees will be unable to
serve.
INFORMATION ABOUT NOMINEES
The following information has been furnished to the Company,
as of November 25, 1997, by the persons who have been nominated
by the Board to serve as directors for the ensuing year. The
Board of Directors recommends a vote FOR the nominees listed
below:
Nominees Director
for Election Age Principal Occupation Since
Robert C. Harvey 46 Chairman of the Board and 1992
Chief Executive Officer
of the Company
Robert B. Gregor 46 Senior Account Executive 1993
of E.F. Johnson and Secretary
of the Company
Hugh McDaniel 58 Real Estate Broker 1992
OTHER INFORMATION ABOUT NOMINEES
Except as indicated below, there has been no change in the
principal occupation or employment of the nominees during the
past five years.
Mr. Harvey has been the Chairman of the Board and Chief Executive
Officer of the Company since November 1992 and a partner in the
public accounting firm of Harvey & Co. since January 1993. From
August 1989 to January 1993, Mr. Harvey was the managing partner
of Harvey, Carver & Callahan, a public accounting firm and Chief
Executive Officer of Scottsdale Suites Hotel from November 1990
to September 1992. Mr. Harvey is a co-founder and former officer
and director of Southwest Casino and Hotel Corporation, a manager
and owner of casinos.
Mr. Gregor has been the Senior Account Executive of E.F. Johnson
Company, an electronics company, since 1993. From 1977 to 1993,
Mr. Gregor was the sales team manager of Motorola, Inc.
Mr. McDaniel is a retired Commander of the United States Naval
Reserves and has been a residential real estate broker since
1973.
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
The business and affairs of the Company are managed by the
Board, which met one time in person and two times by telephone
during the fiscal year ended June 30, 1997. All of the directors
attended the meeting of the Board. Currently, there are no
committees of the Board.
DIRECTOR COMPENSATION
DIRECTOR'S FEES. Each non-employee director of the Company is
paid a $500 annual director's fee plus $200 per meeting attended
in person.
OUTSIDE DIRECTORS NONQUALIFIED STOCK OPTION PLAN. The Company's
Outside Directors Nonqualified Stock Option Plan (the "Plan"),
approved by the Board on May 18, 1990 was adopted on June 21,
1991. Under the Plan, each outside director received options to
purchase 3,500 shares of Common Stock with an exercise price per
share equal to the market price on the date of grant. These
options are exercisable for a period of ten years from the grant
date for active Board members or for a period of twelve months
from the date of termination for former Board members. The
Company has reserved 21,000 shares of Common Stock for issuance
under the Plan. Messrs. Gregor and McDaniel each were granted an
option to purchase 3,500 shares of Common Stock on February 20,
1993 with an exercise price of $.25 per share. Mr. Gregor
exercised his option in full on July 27, 1994.
PRINCIPAL SHAREHOLDERS AND BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table contains information, as of November 25,
1997, concerning the beneficial ownership of the Company s common
shares unless noted, (a) by each director of the Company, (b)
each executive officer named in the Summary Compensation Table,
(c) by each shareholder who beneficially owns more than five
percent of the outstanding shares of the outstanding Common
Stock, and (d) all directors and executive officers as a group.
Number Percent
Name of Shares (1)(2) of Class
- ----------------------------------------------------------------
Robert C. Harvey 249,594 (3) 19.1%
Robert B. Gregor 118,264 (4) 9.0%
Hugh H. McDaniel 5,100 (5) *
All Officers and Directors
as a Group (3 persons) 372,958 26.9%
*Less than 1%
(1) Unless otherwise noted, all shares shown are held by persons
possessing sole voting and investment power with respect to
such shares.
(2) Shares not outstanding but deemed beneficially owned by
virtue of the right of a person or member or a group to
acquire them within 60 days are treated as outstanding only
when determining the amount and percent owned by such person
or group.
(3) Includes 50,572 shares held by Mr. Harvey's wife and
children to which Mr. Harvey may be deemed to share voting
and investment power, but as to which he disclaims
beneficial ownership. In addition, 40,000 of the 249,594
shares total listed in the table are shares that could be
acquired upon exercise of an option. In addition, 10,000 are
held jointly by Mr. Harvey and his wife.
(4) Includes 82,550 shares held by Mr. Gregor s wife and
children to which Mr. Gregor may be deeded share voting and
investment power, but as to which he disclaims beneficial
ownership. In addition, 77,100 shares are held jointly by
Mr. Gregor and his wife.
(5) Includes 3,500 of the 5,100 shares total listed in the table
are shares that could be acquired upon exercise of options
as a board member.
EXECUTIVE COMPENSATION AND OTHER BENEFITS
Summary of Cash and Certain Other Compensation
The following table sets forth the cash and non-cash
compensation for each of the last three fiscal years awarded to
or earned by the Chief Executive Officer of the Company.
<TABLE>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Name and Other Annual Common Stock
Principal Position Year Salary Bonus Compensation(5)Underlying Options
- ------------------ ---- ------- ----- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Robert C. Harvey (1) 1997 $90,000(2) -- -- --
Chairman of the Board 1996 $90,000(3) -- $1,750 $15,200
and Chief Executive 1995 $78,750(4) -- $3,000 --
Officer
(1) Mr. Harvey was appointed by the Board as Chief Executive officer on November 16,
1992.
(2) Includes $15,000 payable as salary that was deferred by Mr. Harvey and was paid
by the Company in fiscal 1997.
(3) Includes $45,000 payable as salary that was deferred by Mr. Harvey due to the
financial position of the Company and will be paid by the Company in fiscal
1996.
(4) Includes $41,250 payable as salary that was deferred by Mr. Harvey and was paid
by the Company in fiscal 1995.
(5) Medical insurance
</TABLE>
OPTION GRANTS AND EXERCISES
The following table summarizes option grants during the last three fiscal years
to or by the executive officers named in the Summary Compensation Table above.
<TABLE>
OPTIONS GRANTS IN LAST FISCAL YEAR
Individual Grants
Options Granted Options Exercised
--------------- -----------------
Average
Number Per Share Number
Name Year of Shares(2) Exercise Price of Shares Net Value (1)
<S> <C> <C> <C> <C> <C>
Robert C. Harvey 1997 -- -- -- --
1996 40,000 $.25 -- --
1995 70,000 $.25 70,000 $18,500
(1) Market value less exercise price on the date of exercise.
(2) These options were granted to Mr. Harvey pursuant to his employment contract on July
1, 1993 and were exercised on August 23, 1994. See "Executive Compensation and Other
Benefits -- Employment Agreement."
</TABLE>
EMPLOYMENT AGREEMENT
The Company has an employment contract with Mr. Harvey, the
Chairman of the Board and Chief Executive Officer of the Company.
Under the agreement, Mr. Harvey is to receive annual compensation
of $90,000 and a bonus equal to 10% of the company s net income
over $300,000 and 15% of the company s net income over $500,000.
Due to the Company s financial difficulties, Mr. Harvey elected
to receive partial payments under this contact during fiscal year
1997 of $15,000, during fiscal 1996 of $45,000, and during fiscal
year 1995 of $41,250. Under this agreement, in addition to his
salary and bonus, Mr. Harvey was granted options to purchase
20,000 shares of common stock at $.25 per share, expiring on June
30, 1996. Mr. Harvey will receive options to purchase an
additional 10,000 shares at $.25 per share for each $100,000 of
net income the Company achieves over $300,000 and options to
purchase 40,000 shares at $.25 per share based on the performance
of the Company s stock in the public market. In July 1994 and
September 1994, the Company granted this option for 70,000 shares
and on September 1996, the Company granted this option for 40,000
shares.
PROPOSAL NO. 2
CONFIRMATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Stirtz Bernards Boyden
Surdel & Larter, independent auditors, to audit the financial
statements of the Company for the year ending June 30, 1998 and
recommends that the shareholders confirm such selection.
Confirmation will require the affirmative vote by holders of a
majority of shares present in person or represented by proxy, and
entitled to vote on the matter.
Representatives of Stirtz Bernards Boyden Surdel & Larter
are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
The proxy rules of the Securities and Exchange Commission permit
shareholders, after timely notice to issuers, to present
proposals for shareholder action in issuer proxy statements where
such proposals are consistent with applicable law, pertain to
matters appropriate for shareholder action and are not properly
omitted by issuer action in accordance with the proxy rules. The
Company's annual meeting for the fiscal year ending June 30, 1998
is expected to be held on or about January 23, 1999, and proxy
materials in connection with that meeting are expected to be
mailed on or about December 15, 1998. Except as indicated below,
shareholder proposals prepared in accordance with the proxy rules
must be received by the Company on or about July 30, 1998.
GENERAL
All proxies properly executed will be voted in the manner
directed by shareholders. If no direction is made, proxies will
be voted "FOR" the election of the Board of Directors nominees
for directors, and "FOR" proposal 2.
The management of the Company knows of no matter other than the
foregoing to be brought before the meeting. However, the
enclosed proxy gives discretionary authority in the event any
additional matters should be presented.
Under Minnesota law, each item of business properly presented at
a meeting of shareholders generally must be approved by the
affirmative vote of the holders of a majority of the voting power
of the shares present, in person or by proxy, and entitled to
vote on that item of business. However, if the shares present
and entitled to vote on that item of business would not
constitute a quorum for the transaction of business at the
meeting, then the item must approved by a majority of the voting
power of the minimum number of shares that would constitute such
a quorum. A shareholder who submits votes by proxy (including,
in the case of shares held in street name, votes directly by
brokers at their discretion on certain non-controversial matters)
but does not vote on a specific item of business is not
considered to be present and entitled to vote with respect to
such item of business. On the other hand, a shareholder who
specifically abstains with respect to an item of business but
otherwise gives a proxy authority to vote on the shareholder's
behalf will be counted as being present and entitled to vote on
such item even though the proxy may not be vote on such item on
the shareholder's behalf.
The Annual Report of the Company for the year ended June 30, 1997
is enclosed herewith. Shareholders may receive without charge a
copy of the Company's Annual Report on Form 10-KSB, including
financial statements filed with the Securities and Exchange
Commission, by writing to: Corporate Secretary, Oakridge
Holdings, Inc., 4810 120th Street West, Apple Valley, Minnesota
55124-8628.
By Order of the Board of Directors
/s/ Robert Gregor
Robert Gregor
Secretary
December 15, 1997
