[Letterhead of Oakridge Holdings, Inc.]
December 10, 1999
ROBERT C. HARVEY
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to join us for our Annual Meeting of Shareholders to
be held this year on Friday, January 28, 2000, at 1:00 p.m., local time, at the
law firm of Oppenheimer Wolff & Donnelly LLP, Plaza VII, 45 South Seventh
Street, Suite 3400, Minneapolis, Minnesota.
The following notice of meeting identifies each business item for your action.
These items and the vote the Board of Directors recommends are:
Item Recommended Vote
1. Election of three Directors FOR
2. Ratification of Stirtz Bernards
Boyden Surdel and Larter, P.A. FOR
We have also included a proxy statement that contains more information about
these items and the meeting.
Your vote is important. Whether you own a few or many shares of stock, it is
important that your shares be represented. If you cannot personally attend, we
encourage you to make certain that you are represented at the meeting by voting
by signing the accompanying proxy card and promptly returning it in the enclosed
envelope.
/S/ Robert C. Harvey
Robert C. Harvey
OAKRIDGE HOLDINGS, INC
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 28, 2000
TO THE SHAREHOLDERS OF COMMON STOCK
OF OAKRIDGE HOLDINGS, INC.
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of
Oakridge Holdings, Inc. (the "Company"), will be held on Friday, January 28,
2000, at 1:00 p.m., local time, at the law firm of Oppenheimer Wolff & Donnelly
LLP, Plaza VII, 45 South Seventh Street, Suite 3400, Minneapolis, Minnesota.
The purposes of the meeting are:
1. To elect three 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 ratify the appointment of Stirtz Bernards Boyden Surdel & Larter,
P.A. as the independent auditors of the Company for the fiscal year ending
June 30, 2000, and
3. To transact such other business as may properly come before the meeting
and at any adjournments or postponements of the meeting.
The Board of Directors set November 19, 1999, as the record date for the
meeting. This means that shareholders of Company Common Stock at the close on
that date are entitled to (1) receive notice of the meeting and (2) vote at the
meeting and any adjournments or postponements of the meeting. We will make
available a list of shareholders of the Company as of the close of business on
November 19, 1999, for inspection during normal business hours from January 14
through January 27, 2000, at the offices of Stinar HG, Inc., 3255 Sibley
Memorial Highway, Eagan, Minnesota. This list will also be available at the
meeting.
By Order of the Board of Directors
/S/ Robert B. Gregor
Robert B. Gregor
Secretary
Apple Valley, Minnesota
December 10, 1999
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-PAID
ENVELOPE ENCLOSED FOR THE PURPOSE. IF A SHAREHOLDER DECIDES TO ATTEND THE
MEETING, HE OR SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
OAKRIDGE HOLDINGS, INC.
4810 120TH Street West
Apple Valley, Minnesota 55124-8628
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 28, 2000
The Board of Directors of Oakridge Holdings, Inc. (the "Company") furnishes you
with this Proxy Statement to solicit proxies on its behalf to be voted at the
1999 Annual Meeting of Shareholders of the Company. The meeting will be held
on Friday January 28, 2000 at 1:00 p.m., local time, or at any adjournments or
postponements 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 proxies also may be voted any adjournments of
postponements of the meeting.
A shareholder can revoke a proxy by any one of the following three actions:
giving written notice to the Secretary of the Company, delivering a later dated
proxy or voting in person at the meeting.
The mailing address of the principal executive office of the Company is located
at 4810 120th Street West, Apple Valley, Minnesota 55124. The date of his Proxy
Statement is first being mailed or given to shareholders is December 10, 1999.
All properly executed written proxies delivered pursuant to this solicitation
(and not revoked later) will be voted at the meeting in accordance with the
directions given in this proxy. Below is a list of the different votes
shareholders may cast at the meeting pursuant to this solicitation.
*In voting on the election of three directors to serve until the 2000
Annual Meeting of Shareholders, shareholders may vote in one of three ways:
(1) in favor of all nominees,
(2) withhold votes as to all nominees, or
(3) withhold votes as to specific nominees.
*The ratification of the appointment of Stirtz Bernards Boyden Surdel &
Larter, P.A. as independent auditors, shareholders may vote in one of the
three following ways:
(1) in favor of the proposal,
(2) against the proposal, or
(3) Abstain from voting on the proposal.
Shareholders should specify their choice on each matter on the enclosed form of
proxy. If no instructions given, proxies which are signed and returned will be
voted FOR the election of all nominees, and FOR the proposal to ratify the
appointment of Stirtz Bernards Boyden Surdel & Larter, P.A..
Directors and all other proposals will require approval by a majority
of the votes cast by the holders of the shares of Company Common Stock voting in
person or by proxy at the 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. Thus, abstentions and broker
non-votes will not be included in vote totals and will not affect the outcome of
the vote.
Only holders of Common Stock of record at the close of business on November 19,
1999. are entitled to vote at the meeting or adjournments or postponements of
the meeting. Each owner of record on the record date is entitled to one vote
for each share of Company Common Stock held. On the record date 1,349,670
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. Holders of shares of
Common Stock are not entitled to cumulate voting rights.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
PROPOSALS SET FORTH IN THE NOTICE OF MEETING AND FOR THE ELECTION OF THE
NOMINEES FOR DIRECTORS LISTED IN THIS PROXY STATEMENT.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board of Directors:
The By-laws of the Company provide that the Board of Directors (the "Board")
will determine the number of directors. The Board has set its size at three.
The Board has nominated the three individuals below to stand for election as
directors of the Company at the Annual Meeting.
Should any of these nominees become unable to serve for any reason, or for good
cause will not serve, which is not anticipated, the Board of Directors may
designate substitute nominees. If that occurs, the persons named in the
enclosed proxy will vote proxies that would otherwise be voted for all named
nominees for the election of the substitute nominee or nominees.
Recommendation of the Board of Directors Concerning the Election of Directors
The Board of Directors of the Company recommends a vote For Robert
Gregor, Hugh McDaniel and Robert C. Harvey to hold office until the 2000 Annual
Meeting of Shareholders. Proxies received by the Board of Directors will be
voted FOR all of the nominees unless shareholders specify a contrary choice in
their proxy.
Information about Nominees
The following information has been furnished to the Company, as of December 10,
1999, by the persons who have been nominated by the Board to serve as directors
for the ensuing year.
Nominees Director
for Election Age Principal Occupation Since
Robert C. Harvey 48 Chairman of the Board and 1992
Chief Executive Officer of
the Company's wholly
owned subsidiary
Robert B. Gregor 48 V.P. Sale and Marketing 1993
of the Company's wholly
owned subsidiary
Hugh McDaniel 60 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 Chairman and CEO/President of
Oakridge Cemeteries and Stinar HG, Inc.
Mr. Gregor has been V.P. of Marketing and Sales for Stinar H.G. Inc.,
since January 1, 1999. Prior to joining Stinar, had been Senior Account
Executive at E.F. Johnson Company since 1993.
Mr. McDaniel is 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 telephone during the fiscal year ended June 30, 1999.
All of the directors attended both meetings of the Board. Currently, there are
no audit, compensation or other committees of the Board.
Director Compensation
Directors' Fees. Each non-employee director of the Company is paid a
$500 annual retainer fee, plus $200 per meeting attended in person, and all
out-of-pocket expenses incurred on behalf of the Company are reimbursed.
Outside Director 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 by the shareholders on June 21, 1991. Under the Plan,
each non-employee director is eligible to receive an option to purchase 3,500
shares of Common Stock with an exercise price per share equal to the market
price of the Common Stock on the date of the 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 a fixed number of 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 sets forth information regarding beneficial
ownership of Company Common Stock by each director, two The address for all
executive officers and directors of the Company is business address.
Number Percent
Name of shares beneficially owned (1)(2) of Class
Robert C. Harvey 406,329(3) 25.2%
Robert B. Gregor 192,689(4) 12.0%
Hugh McDaniel 4,100(5) *
Marie Leshyn 5,000 *
All directors and executive
Officers as a group 603,118 37.8%
*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. Includes options to purchase 40,000
shares of Common Stock that could be acquired upon exercise of an option and
110,000 shares that could be acquired upon conversion of the convertible
subordinated debenture.
(4) Includes 7,375 shares held by Mr. Gregor's wife and children, to
which Mr. Gregor may be deemed to share voting an investment power, but as to
which he disclaims beneficial ownership. Also 112,564 are held jointly by Mr.
Gregor and his wife. Includes 50,000 shares that could be acquired upon
conversion of the convertible subordinated debenture.
(5) Includes 3,500 of the 4,100 share total listed in the table are
shares that could be acquired upon exercise of options held by Mr. McDaniel.
Principal Shareholders
Set forth in the table below is information as of December 10, 1999
with respect to persons known to the Company to be the beneficial owners of more
than five percent of the Company's issued and outstanding stock:
Number of Shares Percent
Name and Address Beneficially Owned of Class
Jerry Kenline 217,500 13.3%
5535 Waterford Circle
Shorewood, MN 55331
Includes 65,000 held by Mr. Kenline's wife. Also, 75,000 of the of the
197,500 shares total listed in the table are shares that could be acquired upon
conversion of the convertible subordinated debentures.
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 and each of the other two most highly compensated
Executive Officers of the Company.
Summary Compensation Table
Annual Compensation Long Term Compensation
Awards
Name and
Principal Year Other Annual
Position Salary Bonus(2) Compensation(3)
Robert C. 1999 $90,000 $50000 $65,000
Harvey 1998 $90,000 - -
1997 $90,000 - -
Robert B. 1999 $45,000 - $14,167
Gregor 1998 - - -
Secretary/ 1997 - - -
Vice-pres
Marie Leshyn 1999 $79,310 $25,069 $9,200 $14,167
CEO of 1998 $77,000 $19,377 $5,000
Cemetery 1997 $76,000 $25,673
(1) Mr. Harvey was appointed by the Board as Chief Executive Officer on
November 16, 1992.
(2) Bonus per employment contract or approved by Board of Directors.
(3) Medical Insurance
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.
Option Grants in Last Fiscal Year
Individual Grants
Options Granted Options Exercised
Name Year Average Number Per Share Number Net Value
of Shares Exercise Price of Shares
Robert C Harvey 1999 - 40,000 $65,000
1998 40000 $.38 - -
1997 - - -
(1) These options were granted to Mr. Harvey pursuant to his employment contract
on July 1, 1993. See "Executive Compensation and Other benefits - Harvey
Employment agreement."
Harvey 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. Under this agreement, Mr. Harvey will receive options to purchase an
additional 10,000 shares at $.25 per share for each $100,00 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
September 1998, the Company granted this option for 40,000 shares.
Chart showing Closing Market Price Per Share
1993 $ .09
1994 $ .50
1995 $ .43
1996 $ .98
1997 $ .64
1998 $2.25
1999 $3.15
As of December 10, 1999, no new employment agreement has been formalized.
PROPOSAL NO. 2
CONFIRMATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Stirtz Bernard Boyden Surdel & Larter, P.A.
independent auditors, to audit the financial statements of the Company for the
year ending June 30, 2000 and recommends that the shareholders vote for
confirmation of 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 Bernard Boyden Surdel & Larter, P.A. are expected to
be present at the Annual Meeting with opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate
questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and all
persons who beneficially own more than 10% of the outstanding shares of the
Company's Common Stock to file with the SEC initial reports of ownership and
reports of changes in ownership of the Company's Common Stock. Executive
officers, directors and greater than 10% beneficial owners are also required to
furnish the Company with copies of all Section 16(a) forms they file. To the
company's knowledge, based upon a review of the copies of such reports furnished
to the Company during the year ended June 30, 1999 and written representations
by such persons, none of the directors, officers and beneficial owners of
greater than 10% of the Company's Common Stock failed to file on a timely basis
the forms required by Section 16(a) of the Exchange Act.
SHAREHOLDER PROPOSAL FOR 2000 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, 2000 is expected to be held
on or about January 23, 2001, and proxy materials in connection with that
meeting are expected to be mailed on or about December 15, 2000. Except as
indicated below, shareholder proposals prepared in accordance with the proxy
rules must be received by the Company on or about July 30, 2000.
OTHER MATTERS
The management of the Company knows of no matter other than the foregoing to be
brought before the Annual meeting. However, if any other matters should
properly come before the Annual Meeting the persons named in the enclosed proxy
card will have a discretionary authority to vote on the proposal.
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 on 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 items 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
item on the shareholder's behalf.
MISCELLANEOUS
THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR ENDED JUNE 30, 1999 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., 120TH STREET WEST, APPLE VALLEY, MINNESOTA 55124-8828.
By Order of the Board of Directors
/S/ Robert B. Gregor
Robert Gregor
Secretary
December 10, 1999
