<PAGE> 1
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:
/ / Preliminary proxy statement.
/x/ Definitive proxy statement.
/ / Definitive additional materials.
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
ORIOLE HOMES CORP
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ORIOLE HOMES CORP
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
- - -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- - -------------------------------------------------------------------------------
(3) Per unit price of other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11.
- - -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - -------------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
/x/ 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: $125
- - -------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.: Preliminary Proxy Statement
- - -------------------------------------------------------------------------------
(3) Filing party: Oriole Homes Corp.
- - -------------------------------------------------------------------------------
(4) Date filed: 3/16/94
- - -------------------------------------------------------------------------------
<PAGE> 2
ORIOLE HOMES CORP.
1690 SOUTH CONGRESS AVENUE, DELRAY BEACH, FL 33445
(407) 274-2000
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------
April 5, 1994
To the Stockholders of Oriole Homes Corp.:
The Annual Meeting of Oriole Homes Corp. will be held at the Company
headquarters, 1690 South Congress Avenue, Suite 200, Delray Beach, Florida, on
May 9, 1994 at 10:00 A.M., local time, for the following purposes:
1. To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected
and qualified;
2. To consider and vote upon a proposal to approve the adoption
of the Company's 1994 Stock Option Plan;
3. To consider and vote upon a proposal to approve the adoption
of the Company's Stock Option Plan for Non-Employee Directors;
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 25,
1994 as the record date for the determination of Stockholders entitled to
notice of and to vote at the meeting.
By order of the Board Directors
Harry A. Levy,
Secretary
YOU ARE URGED, WHETHER YOU OWN ONE OR MORE SHARES, TO DATE, SIGN AND PROMPTLY
MAIL THE ENCLOSED PROXY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
ORIOLE HOMES CORP.
1690 SOUTH CONGRESS AVENUE, SUITE 200, DELRAY BEACH, FL 33445
TELEPHONE (407) 274-2000
-------------------
PROXY STATEMENT
---------------
PROXIES April 5, 1994
The enclosed proxy is solicited by and on behalf of the Board of
Directors of Oriole Homes Corp., a Florida corporation (the "Company"). If the
enclosed form of proxy is executed and returned, it will be voted in the manner
directed therein, but may be revoked at any time prior to its exercise by
written notification to the Secretary of the Company. The form of proxy vests
in the persons named therein as proxies, discretionary authority to vote on any
matters not now known to management which may come before the meeting. The
solicitation is being made by use of the mails and the cost thereof will be
borne by the Company. In addition to solicitation by mail, officers, directors
and regular employees of the Company may solicit proxies by telephone,
telegraph or in person. The Company may also request banks and brokers to
solicit their customers who have a beneficial interest in the Company's common
stock registered in the names of nominees and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses.
The Annual Report of the Company for the fiscal year ended December
31, 1993 accompanies this Proxy Statement.
VOTING SECURITIES
The Company had 1,895,549 shares of Class A Common Stock (par value
$.10 per share) and 2,729,975 shares of Class B Common Stock (par value $.10
per share) outstanding as of the record date, March 25, 1994. Holders of
record of stock at the close of business on that date will be the only persons
to receive notice of and to vote at the Annual Meeting. Holders of Class A
Common Stock are entitled to one vote for each share; holders of Class B Common
Stock are entitled to one-tenth of a vote for each share on all matters coming
before the meeting except that with respect to the election of Directors, the
holders of Class B Common Stock will elect 25% of the number of Directors
rounded up to the next higher whole number, and the holder of Class A Common
Stock will elect the balance. The number of Directors is presently fixed at
nine and, accordingly, three Directors will be elected by the holders of Class
B Common Stock and six Directors will be elected by the holders of Class A
Common Stock.
1
<PAGE> 4
PRINCIPAL HOLDERS
As of February 28, 1994 the only persons known to the Company to own
more than 5% of the Company's outstanding voting securities were:
NAME AND ADDRESS(1) CLASS A CLASS B
- - ------------------- ---------------------- ------------------
Richard D. Levy 633,350 (2)(3) 33.4% 234,797 8.6%
Harry A. Levy 648,077 (2)(4) 34.2% 304,065 11.1%
Levor Associates 300,000 (5) 15.8% - -
11900 Biscayne Blvd.
Suite 806, Miami, FL
Wilen Management Corp. 48,200 (6) 2.5% 124,900 4.6%
2360 West Joppa Road
Lutherville, MD
Merrill Lynch Investment - - 270,000 (7) 9.9%
Management, Inc.
P.O. Box 9011
Princeton, NJ
FMR Corp. - - 374,900 (8) 13.7%
82 Devonshire Street
Boston, MA
All Nominees as a Group 966,950 51.0% 545,539 20.0%
(includes 9 persons)
(1) The address of all officers and directors of the Company is 1690 South
Congress Avenue, Suite 200, Delray Beach, Florida 33445.
(2) Richard D. Levy and Harry A. Levy are brothers. The above figures
include 430,884 shares of Class A Common Stock and 100,758 shares of
Class B Common Stock which the Levys each have the right to vote. If
such duplication is eliminated, Richard D. Levy and Harry A. Levy have
the right to vote in the aggregate 1,261,203 shares.
(3) Includes 8,684 shares of Class A Common Stock and 8,684 shares of
Class B Common Stock held by the wife of Richard D. Levy and 128,231
shares of Class A Common Stock and 137,531 shares of Class B Common
Stock held by Mr. Levy as custodian or trustee for various trusts or
partnerships for his children, the children of Harry A. Levy, or the
grandchildren of the Levy family. Includes 300,000 shares of Class A
Common Stock held by Levor Associates, a partnership, for the benefit
of Richard D. Levy, Harry A. Levy (the "Levys") (each nine percent),
their wives (each five percent) and their children, and various
partnerships for the benefit of the Levys, their children and
grandchildren. Richard D. Levy disclaims beneficial ownership of all
such shares of Class A Common Stock and Class B Common Stock held by
his wife and by such trusts and partnerships for his wife, children
and grandchildren.
2
<PAGE> 5
(4) Includes 5,038 shares of Class A Common Stock and 5,038 shares of
Class B Common Stock held by the wife of Harry A. Levy and 128,297
shares of Class A Common Stock and 173,497 shares of Class B Common
Stock held by Mr. Levy as custodian or trustee for various trusts or
partnerships for his children, the children of Richard D. Levy, or the
grandchildren of the Levy family. Includes 300,000 shares of Class A
Common Stock held by Levor Associates, a partnership, for the benefit
of the Levys, their wives and children, and various partnerships for
the benefit of the children and grandchildren of the Levy family.
Harrry A. Levy disclaims beneficial ownership of all such shares of
Class A Common Stock and Class B Common Stock held by his wife and by
such trusts and partnerships for his wife, children and grandchildren.
(5) Levor Associates is a partnership for the benefit of the Levys, their
wives and children and various partnerships for the benefit of the
children and grandchildren of the Levys. Richard D. Levy and Harry A.
Levy each own nine percent beneficial interest and each of their wives
owns a five percent beneficial interest in Levor Associates. The
Levys are each authorized to individually vote and dispose of all the
shares owned by Levor Associates. The address of Levor Associates is
10800 Biscayne Boulevard, Suite 510, Miami, Florida 33161.
(6) Wilen Management Corporation a registered investment adviser, reported
ownership of 48,200 shares of Class A Common Stock and 124,900 shares
of Class B Common Stock pursuant to a Schedule 13G received by the
Company on February 8, 1994.
(7) Merrill Lynch Investment Management, Inc., doing business as Merrill
Lynch Asset Management (MLAM), a registered investment adviser under
the Investment Advisers Act of 1940, reported this ownership together
with Merrill Lynch Capital Fund, Inc., an investment company to which
MLAM is an investment adviser, pursuant to a Schedule 13G received by
the Company on February 23,1994.
(8) FMR Corp., the parent company of Fidelity Management & Research
Company reported ownership of 374,900 shares of Class B Common Stock
pursuant to a Schedule 13G received by the Company on February 22,
1994.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's outstanding Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been
complied with.
3
<PAGE> 6
ELECTION OF DIRECTORS
The persons named as proxies in the enclosed proxy card(s) intend to
vote all valid proxies received in favor of the election of each of the nine
persons named below as directors. The Company is authorized to have no less
than three nor more than nine directors. The Board of Directors has fixed the
number of directors to be elected at the Annual Meeting at nine. It is
intended that the persons named in the first portion of the following list be
elected by holders of Class A Common Stock and those persons named in the
second portion of the list will be elected by holders of Class B Common Stock.
Each nominee receiving a plurality of votes will be elected a Director. The
term of each director elected will expire at the next Annual Meeting of
Stockholders and upon the election and qualification of his successor. If any
nominee refuses or is unable to serve as a director (which event is not now
anticipated), the proxies will be voted for the other nominees and for such
substituted nominee(s) as may be designated by the present Board of Directors.
Any such action will be consistent with the rights of the holders of Class B
Common Stock to elect a minimum of 25% of the directors. Each of the named
persons was elected at the last Annual Meeting of Stockholders.
<TABLE>
<CAPTION>
COMMON STOCK
OWNERHIP AT
DIRECTOR FEBRUARY 28, 1994
NAME PRINCIPAL OCCUPATION SINCE CLASS A CLASS B
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A DIRECTORS:
Richard D. Levy (1) Chairman of the Board 1963 633,350 234,797
Mark A. Levy(2) President of the Company 1982 94,262 89,007
Harry A. Levy(1) Vice-Chairman of the Board 1963 648,077 304,065
and Secretary of the Company;
family real estate interests
E.E. Hubshman Vice-Chairman of the Executive 1963 5,882 875
Commitee
Antonio Nunez Senior Vice President and 1973 13,053 15,243
Treasurer of the Company
Eugene H. Berns Vice President-Sales and
Marketing of the Company 1981 1,900 -
CLASS B DIRECTORS:
Donald C. McClosky Attorney 1974 1,210 1,210
Richard E. Deems Consultant to the Hearst 1979 100 100
Corporation
Paul R. Lehrer President of Lehrer & Company 1992 - 1,000
</TABLE>
(1) See footnotes (2), (3) and (4) to the table under the caption
"Principal Holders" on the preceding page.
(2) Includes shares owned by the wife of Mark A. Levy. Mark A. Levy
disclaims any beneficial interest in the shares owned by his wife.
4
<PAGE> 7
BACKGROUND OF MANAGEMENT
Information regarding each nominee for Director is set forth below.
Except as otherwise indicated, each nominee has held the position indicated as
his principal occupation for at least five years.
DIRECTORS TO BE ELECTED BY HOLDERS OF CLASS A COMMON STOCK:
Richard D. Levy, age 64, has served as Chairman of the Board and Chief
Executive Officer of the Company since January 1976. Mr. Levy has been an
executive officer of the Company since its organization in 1963.
Mark A. Levy, age 41, has served as President and Chief Operating
Officer since December 1984 and has been employed by the Company since January
1975. Mark A. Levy is the son of Richard D. Levy.
Harry A. Levy, age 60, has served as Vice Chairman of the Board since
May 1991 and as Secretary of the Company since 1968. Mr. Levy is actively
engaged in the management of family interests in hotels, office buildings and
other real estate holdings for more than ten years. Harry A. Levy is the
brother of Richard D. Levy.
E.E. Hubshman, age 77, serves as Vice Chairman of the Executive
Committee. From December 1974 until May 1991, he served as Vice Chairman of
the Board and prior to 1974 he served as President of the Company.
Antonio Nunez, age 71, has served as Senior Vice President, Treasurer
and Chief Financial Officer since 1975 and has been employed by the Company in
various supervisory and executive positions since April 1970.
Eugene H. Berns, age 57, has been employed by the Company since August
1974 as Vice President - Sales and Marketing.
DIRECTORS TO BE ELECTED BY HOLDERS OF CLASS B COMMON STOCK:
Donald C. McClosky, age 67, is a partner of the law firm of Ruden,
Barnett, McClosky, Smith, Schuster and Russell and has been engaged in the
practice of law in Broward County, Florida for more than the past 25 years.
Donald C. McClosky is the father-in-law of Mark A. Levy.
Richard E. Deems, age 81, was elected to the Board of Directors in
1979. Since 1979 he has served as a consultant to The Hearst Corporation. For
more than 20 years prior to 1979, he served as President and Chairman of Hearst
Magazines, a division of The Hearst Corporation.
Paul R. Lehrer, age 44, has been the President of Lehrer & Co., a
company engaged in commercial and industrial real estate asset management, for
more than five years.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
of the five highest paid executive officers of the Company for the last three
fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal
Position Annual Compensation Long Term All Other
- - ---------------------------- ---------------------------------------
Year Salary Bonus Commission(1) Compensation Compensation(2)
---- ------ ----- ------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard D. Levy 1993 $272,496 -0- -0- -0- $8,498(3)
Chairman of the Board and 1992 229,320 40,500 -0- -0- -0-
Chief Executive Officer 1991 248,602 40,000 -0- -0- 324
Mark A. Levy 1993 272,496 -0- -0- -0- 2,249
President and Chief 1992 229,320 40,500 -0- -0- 587
Operating Officer 1991 227,345 36,000 -0- -0- 406
Antonio Nunez 1993 198,417 -0- -0- -0- 2,249
Senior Vice President and 1992 160,530 36,500 -0- -0- 2,182
Chief Financial Officer 1991 157,500 36,000 -0- -0- 2,119
E. E. Hubshman 1993 160,922 -0- -0- -0- 2,249
Vice-Chairman of the 1992 141,766 18,500 -0- -0- 2,126
Executive Committee 1991 138,600 18,000 -0- -0- 2,079
Eugene H. Berns 1993 143,252 -0- $132,789 -0- 2,249
Vice President-Sales 1992 138,776 10,500 134,135 -0- 2,182
and Marketing 1991 139,758 10,000 107,320 -0- 2,119
</TABLE>
(1) Mr. Eugene H. Berns received, in addition to his base salary, a
commission of 0.15% of the aggregate sales of homes and condominiums.
(2) Represents the Company contribution to the 401(K) Plan.
(3) Of this amount $1,703 is the Company's contribution to the 401(k)
Retirement Plan and $6,727 represents the economic benefit to Mr. Levy
of the premiums paid by the Company under an executive split dollar
life insurance program. The Company is entitled to recover the
premiums from any amounts paid by the insurer on such split dollar
life policies and has retained a interest in the policy to the extent
of the premiums paid.
6
<PAGE> 9
SECTION 401(K) PLAN
Effective January 1, 1990, the Company established a defined
contribution benefit plan pursuant to Section 401(k) of the Internal Revenue
Code (the "401(k) Plan"). Full-time employees who have completed twelve months
of service may contribute a percentage of their salaries to the 401(k) Plan,
subject to certain limits. The Company will match 25 percent of the employee's
contribution up to six percent of the employee's salary. The Company's
contributions vest at the rate of 25 percent per year of employment. During
the year ended December 31, 1993, the Company contributed $60,851 to the 401(k)
Plan.
PROPOSAL TO APPROVE AND RATIFY THE ADOPTION OF
THE COMPANY'S 1994 STOCK OPTION PLAN
GENERAL
In November 1993 the Company's Board of Directors adopted the
Company's 1994 Stock Option Plan (the "Plan"). The full text of the Plan is
provided herewith as Exhibit A to this Proxy Statement. Certain material
features of the Plan are described below; provided, however, that such
descriptions are subject to, and are qualified in their entirety by, the full
text of the Plan.
The purpose of the Plan is to provide an additional incentive to
attract and retain qualified competent persons who provide management services
and upon whose efforts and judgment the success of the Company is largely
dependent, through the encouragement of stock ownership in the Company by such
persons. In furtherance of this purpose, the Plan authorizes, among other
things, (a) the granting of incentive or nonqualified stock options to purchase
Class B Common Stock to persons selected by the administrators of the Plan from
the class of all regular employees of the Company, including directors and
officers who are regular employees, which class presently consists of
approximately 40 persons, (b) the provision of loans for the purpose of
financing the exercise of options and the amount of taxes payable in connection
therewith, and (c) the use of already owned Class A and Class B Common Stock as
payment of the exercise price for options granted under the Plan.
Approval of the Plan by the Company's shareholders is one of the
conditions of Rule 16b-3, a rule promulgated by the Securities and Exchange
Commission (the "SEC") that provides an exemption from the operation of the
"short-swing profit" recovery provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for the acquisition of
options and certain other transactions by officers and directors under the
Plan. Shareholder approval of the Plan is also required (i) in order for the
Plan to be eligible under the "plan lender" exemption from the margin
requirements of Regulation G promulgated under the Exchange Act, and (ii) by
the rules of the American Stock Exchange.
The Plan provides that it shall be administered by a committee
consisting of not less than two directors designated by the Board of Directors
(the "Committee") or, if a Committee is not designated, by the Board of
Directors. The Plan also requires that the Committee consist of directors who
are "disinterested persons," as required for compliance with Rule 16b-3, in the
event that options are granted to employees who are officers or directors of
the Company. A disinterested person is a director who is not, during the one
year prior to his service as an administrator of the Plan, or during such
service, granted or awarded equity securities pursuant to the Plan or any other
plan of the Company, with certain exceptions. The Board has designated its
Compensation Committee, which currently consists of two disinterested persons,
to administer the Plan.
7
<PAGE> 10
The Committee in its sole discretion determines the persons to be
awarded options, the number of shares subject thereto and the exercise price
and other terms thereof. In addition, the Committee has full power and
authority to construe and interpret the Plan, and the acts of the Committee are
final, conclusive and binding upon all interested parties, including the
Company, its shareholders, its officers and employees, recipients of grants
under the Plan, and all persons or entities claiming by or through such
persons.
An aggregate of 400,000 shares of Class B Common Stock (subject to
adjustment as described below) are reserved for issuance upon exercise of
options granted under the Plan. The shares acquired upon exercise of options
granted under the Plan will be authorized and issued shares of Class B Common
Stock. The Company's shareholders will not have any preemptive rights to
purchase or subscribe for any common stock by reason of the reservation and
issuance of common stock under the Plan. If any option granted under the Plan
should expire or terminate for any reason other than having been exercised in
full, the unpurchased shares subject to that option will again be available for
purposes of the Plan.
OPTIONS GRANTED UNDER THE PLAN
As of April 5, 1994, no options have been granted under the Plan. No
Officer will be granted an option to purchase more than 20,000 shares in any
year or options to purchase more than 80,000 shares, in the aggregate, under
the Plan.
The Company's management believes that options granted under the Plan
will be awarded primarily to those persons who possess a capacity to contribute
significantly to the successful performance of the Company. Because persons to
whom grants of options are to be made are to be determined from time to time by
the Committee in its discretion, it is impossible at this time to indicate the
precise number, name or positions of persons who will hereafter receive options
or the number of options which will be granted.
CERTAIN TERMS AND CONDITIONS
All grants of options under the Plan must be evidenced by a written
agreement between the Company and the grantee. Such agreement shall contain
such terms and conditions as the Committee shall prescribe, consistent with the
Plan, including, without limitation, the exercise price, term and any
restrictions on the exercisability of the options granted.
Under the Plan, the option price per share of Class B Common Stock may
be any price determined by the Committee; provided, however, that in no event
shall the option price of any incentive stock option be less than the fair
market value per share of Class B Common Stock on the date of grant. For
purposes of the Plan, and for so long as the Company's Common Stock is listed
on the American Stock Exchange ("AMEX"), the term "fair market value" means the
closing price of the Class B Common Stock as reported on the AMEX on the
business day immediately preceding the date of grant, unless the Committee
shall determine otherwise in a fair and uniform manner. The closing price per
share of Class B Common Stock on February 28, 1994 as reported on the AMEX was
$11.50. The exercise price of an option may be paid in cash, by certified or
official bank check, by money order, by delivery of already owned shares of
Class A or Class B Common Stock having a fair market value equal to the
exercise price, or by a combination of the foregoing. The Plan also authorizes
the Company to make loans to optionees to enable them to exercise their
options. If the exercise price is paid with the optionee's promissory note, the
note must (i) provide for recourse to the optionee, (ii) bear interest at a
rate no less than the prime rate of interest of the Company's principal lender,
and (iii) be secured by the shares of Class B Common Stock purchased. Cash
payments will be used by the Company for general corporate purposes. Payments
made in Class A and Class B Common Stock must be made by delivery of stock
certificates in negotiable form.
8
<PAGE> 11
The use of already owned shares of Common Stock applies to payment for
the exercise of an option in a single transaction and to the "pyramiding" of
already owned shares in successive, simultaneous option exercises. In general,
pyramiding permits any option holder to start with as little as one share of
Common Stock and exercise an entire option to the extent then exercisable (no
matter what the number of shares subject thereto). By utilizing already owned
shares of Common Stock, no cash (except for fractional share adjustments) is
needed to exercise an option. Consequently, the optionee would receive Common
Stock equal in value to the spread between the fair market value of the shares
subject to the option and the exercise price of the option.
No option granted under the Plan is assignable or transferable, other
than by will or by the laws of descent and distribution. During the lifetime of
an optionee, an option is exercisable only by him or her. The expiration date
of an option will be determined by the Committee at the time of the grant, but
in no event will an option be exercisable after the expiration of 10 years from
the date of grant. An option may be exercised at any time or from time to time
or only after a period of time or in installments, as the Committee
determines. The Committee may in its sole discretion accelerate the date on
which any option may be exercised. Each outstanding option will automatically
become exercisable in the event of certain transactions, including certain
changes in control of the Company, certain mergers and reorganizations, and
certain disposition of substantially all the Company's assets.
The unexercised portion of any option granted under the Plan shall
automatically be terminated (a) on the date on which the optionee's employment
is terminated (or three months after the date of termination in the case of
incentive stock options) for any reason other than (i) cause (as defined in the
Plan), (ii) mental or physical disability, or (iii) death; (b) immediately upon
the termination of the optionee's employment for cause; (c) one year after the
date on which the optionee's employment is terminated by reason of mental or
physical disability; or (d) twelve months after the date on which the
optionee's employment is terminated by reason of the optionee's death, or three
months after the date of the optionee's death if death occurs during the one
year period following the termination of the optionee's employment by reason of
mental or physical disability.
To prevent dilution of the rights of a holder of an option, the Plan
provides for appropriate adjustment of the number of shares for which options
may be granted, the number of shares subject to outstanding options and the
exercise price of outstanding options, in the event of any increase or decrease
in the number of issued and outstanding shares of the Company's capital stock
resulting from a stock dividend, recapitalization or other capital adjustment
of the Company. The Committee has discretion to make appropriate antidilution
adjustments to outstanding options in the event of a merger, consolidation or
other reorganization of the Company or a sale or other disposition of
substantially all the Company's assets.
The Plan will expire on November 23, 2003 and any option outstanding
on such date will remain outstanding until it expires or is exercised. The
Committee may amend the Plan or any option at any time, provided that such
amendment may not adversely affect the rights of an optionee under an
outstanding option without optionee's consent. In addition, no such amendment
may, without approval of the Company's shareholders (a) materially increase the
benefits accruing to participants under the Plan, (b) materially increase the
number of shares of Common Stock reserved for issuance under the Plan, or (c)
materially modify the requirements for eligibility to receive options under the
Plan.
9
<PAGE> 12
FEDERAL INCOME TAX CONSEQUENCES
The Plan is not qualified under the provisions of Section 401 (a) of
the Internal Revenue Code of 1986, as amended (the "Code"), nor is it subject
to any of the provisions of the Employee Retirement Income Security Act of
1974, as amended.
Nonqualified Stock Option. An optionee granted a nonqualified stock
option under the Plan will generally recognize, at the date of exercise of such
option, ordinary income equal to the difference between the exercise price and
the fair market value of the shares of Common Stock subject to the nonqualified
stock option. This taxable ordinary income will be subject to Federal income
tax withholding and the Company will be entitled to a deduction for Federal
income tax purposes equal to the amount of ordinary income recognized by the
optionee, provided that such amount constitutes an ordinary and necessary
business expense to the Company and is reasonable, and the Company satisfies
its withholding obligation with respect to such income.
If an optionee exercises a nonqualified stock option by delivering
shares of the Company's Common Stock, the optionee will not recognize gain or
loss with respect to the exchange of such shares, even if there then fair
market value is different from the optionee's tax basis. The optionee, however,
will be taxed as described above with respect to the exercise of the
nonqualified stock option as if he had paid the exercise price in cash, and the
Company likewise generally will be entitled to an equivalent tax deduction.
Provided a separate identifiable stock certificate is issued therefor, the
optionee's tax basis in that number of shares received on such exercise which
is equal to the number of shares surrendered on such exercise will be equal to
his tax basis in the shares surrendered, and his holding period for such number
of shares received will include his holding period for the shares surrendered.
The optionee's tax basis and holding period for the additional shares received
on exercise of a nonqualified stock option paid for, in whole or in part, with
shares will be the same as if the optionee had exercised the nonqualified stock
option solely for cash.
Incentive Stock Option. The Plan provides for the grant of stock
options that qualify as "incentive stock options" as defined in Section 422 of
the Code. Under the Code, an optionee generally is not subject to ordinary
income tax upon the grant or exercise of an incentive stock option. However, an
employee who exercises an incentive stock option by delivering shares of common
stock previously acquired pursuant to the exercise of an incentive stock option
is treated as making a "Disqualifying Disposition" (as defined below) of such
shares if the employee delivers such shares before the expiration of the
holding period applicable to such shares. The applicable holding period is the
longer of two years from the date of grant or one year from the date of
exercise. The effect of this provision is to prevent "pyramiding" the exercise
of an incentive stock option (i.e., the exercise of the incentive stock option
for one share and the use of that share to make successive exercises of the
incentive stock option until it is completely exercised without the imposition
of current income tax).
If, subsequent to the exercise of an incentive stock option (whether
paid for in cash or in shares), the optionee holds the shares received upon
exercise for a period that exceeds (a) two years from the date such incentive
stock option was granted or, if later, (b) one year from the date of exercise
(the "Required Holding Period"), the difference (if any) between the amount
realized from the sale of such shares and their tax basis to the holder will be
taxed as long-term capital gain or loss.
10
<PAGE> 13
In general, if, after exercising an incentive stock option, an
employee disposes of the shares so acquired before the end of the Required
Holding Period (a "Disqualifying Disposition"), such optionee would be deemed
in receipt of ordinary income in the year of Disqualifying Disposition in an
amount equal to the excess of the fair market value of the shares at the date
the incentive stock option was exercised over the exercise price. If the
Disqualifying Disposition is a sale or exchange that would permit a loss to be
recognized under the Code (were a loss in fact to be sustained) and the sales
proceeds are less than the fair market value of the shares of the date of
exercise, the optionee's ordinary income would be limited to the gain (if any)
from the sale. If the amount realized upon disposition exceeds the fair market
value of the shares on the date of exercise, the excess would be treated as
short-term or long-term capital gain, depending on whether the holding period
for such shares exceeded one year.
The amount by which the fair market value of the shares of Common
Stock acquired pursuant to the exercise of an incentive stock option exceeds
the exercise price of such shares under such option generally will be treated
as an item of adjustment included in the optionee's alternative minimum taxable
income for purposes of the alternative minimum tax for the year in which the
option is exercised. If, however, there is a Disqualifying Disposition of the
shares in the year in which the option is exercised, there will be no item of
adjustment for purposes of the alternative minimum tax as a result of the
exercise of the option with respect to those shares. If there is a
Disqualifying Disposition in a year after the year of exercise, the income on
the Disqualifying Disposition will not be considered income for purposes of the
alternative minimum tax in that subsequent year. The optionee's tax basis for
shares acquired pursuant to the exercise of an incentive stock option will be
increased for purposes of determining his alternative minimum tax by the amount
of the item of adjustment recognized with respect to such shares in the year
the option was exercised.
An income tax deduction is not allowed to the Company with respect to
the grant or exercise of an incentive stock option or the disposition, after
the Required Holding Period, of shares acquired upon exercise. In the event of
a Disqualifying Disposition, a Federal income tax deduction will be allowed to
the Company in an amount equal to the ordinary income to be recognized by the
optionee, provided that such amount constitutes an ordinary and necessary
business expense to the Company and is reasonable, and the Company satisfies
any applicable withholding obligation with respect to such income.
The affirmative vote of the holders of record of a majority of shares
present in person or represented by proxy and entitled to vote at the meeting
is necessary to adopt the 1994 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL AND
RATIFICATION OF THE ADOPTION OF THE COMPANY'S 1994 STOCK OPTION PLAN.
ADOPTION OF THE 1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
The Board of Directors recommends the adoption of the proposed 1994
Stock Option Plan for Nonemployee Directors (the "Plan"). The purpose of the
Plan is to promote the interests of the Company and its stockholders by
strengthening the Company's ability to attract and retain experienced and
knowledgeable nonemployee directors and to encourage them to acquire an
increased proprietary interest in the Company.
The text of the proposed Plan is published in this proxy statement as
Exhibit B. The following is a summary of the Plan and should be read together
with the full Plan text.
11
<PAGE> 14
The Plan would be administered by the Executive Committee of the Board
of Directors (the "Committee"). The Committee would grant to each nonemployee
director after each Annual Meeting including the Annual Meeting at which the
Plan is adopted, and to each director who is subsequently elected or appointed
to the Board, an option to purchase 1,200 shares of Class B Common Stock with
each nonemployee director limited to a maximum of 6,000 options.
The maximum number of shares available for issuance under the Plan is
20,000 shares of Class B Common Stock.
Payment of the option exercise price may be in cash or, to the extent
permitted by the Committee, by delivery of previously owned Company stock
having a fair market value equal to the option price or a combination of cash
and stock. The Committee may also permit certain "cashless" option exercises by
allowing optionees to surrender portions of their options in payment for the
stock to be received.
All options granted under the Plan are non-statutory - not intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended. No
gain will be recognized by the optionee at the time of a grant. Generally, at
exercise, ordinary income will be recognized by the optionee in an amount equal
to the difference between the option price and the fair market value of the
shares on the date of exercise, and the Company will receive a tax deduction
for the same amount. At the time the optionee disposes of the shares, the
appreciation or depreciation of the shares since the option was exercised will
be treated as either a short- or long-term capital gain, depending on how long
the shares have been held.
If an optionee ceases to be a director before an option vests, the
option is forfeited. Each option expires ten years from the date of its grant.
Outstanding options will expire earlier if an optionee terminates service as a
director other than by reason of retirement or disability, those options
outstanding that have vested become immediately exercisable. The option will
then expire four years from the date of death or termination. Options are not
assignable during the lifetime of the optionee except by a qualified domestic
relations order.
Options that are forfeited or terminated will again be available for
grant.
The Plan continues in effect until terminated by the Board or by
stockholders but such termination will not be affected by the terms of any
options outstanding at that time. The Board may amend, terminate or suspend the
Plan at any time, provided that no amendment regarding amount, price or timing
of the grants may be made more than once every six months other than to comport
with changes in certain Securities Exchange Act and Internal Revenue Code
requirements. Amendments that would materially increase the number of shares
that may be issued, materially modify the requirements as to eligibility for
Plan participation, or materially increase the benefits to Plan participants
must be approved by stockholders.
The affirmative vote of the holders of record of a majority of shares
of common stock present in person or represented by proxy and entitled to vote
at the meeting is necessary to adopt the Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS
PROPOSAL.
12
<PAGE> 15
OTHER INFORMATION
The Company has an Audit Committee of its Board of Directors
consisting of Richard E. Deems, Donald C. McClosky, Paul R. Lehrer and Antonio
Nunez, an Executive Committee consisting of Richard D. Levy, Harry A. Levy,
Mark A. Levy, E.E. Hubshman and Antonio Nunez, and a Compensation Committee
consisting of Richard E. Deems and Paul R. Lehrer.
The Board of Directors has responsibility for establishing broad
corporate policy and monitoring the overall performance of the Company,
although it is not involved in the day to day operating details. Members of
the Board are kept informed of the Company's business by various reports and
documents sent to them periodically, as well as other reports made at Board
meetings by the Chairman and other officers. Regular meetings of the Board
follow the conclusion of the Annual meeting of Stockholders. The Board of
Directors held four regular and special meetings in 1993.
The Executive Committee, which met four times in 1993, performs the
function of (1) a nominating committee in that it recommends new directors to
the Board; and (2) a retirement committee in that it advises the Board with
respect to the availability of pension and retirement plans and other potential
benefits to employees of the Company.
All meetings of the Board and the Executive Committee were attended by
all Director members of said Board or Committee.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
Prior to March 1993 the salary and bonuses for the Company's executive
officers were determined by the Executive Committee of the Board of Directors.
A Compensation Committee consisting of Paul R. Lehrer and Richard E. Deems was
established in March, 1993. Messrs. Deems and Lehrer are non-employee outside
directors with no interlocking relationships. At the time the Compensation
Committee was formed the salaries for 1993 had already been determined by the
Executive Committee. Upon its formation the Compensation Committee reviewed the
executive compensation structure of the Company and determined to combine the
salary and bonus structure of previous years. In the opinion of the Committee
the bonuses in previous years were not based on any predetermined performance
standard but over the course of years had become an expected part of executive
compensation and therefore the year end bonus no longer provided an incentive
for the achievement of the Company's goals.
The Committee's compensation philosophy is to link executive
compensation to Company performance and provide competitive compensation for
executives with similar responsibilities and at the mean pay level of
businesses comparable to the Company in size. The Compensation mix is to
reflect a balance of annual cash awards, including incentive awards and
long-term equity-based incentives. Annual incentive cash awards are to be
granted based on the achievement of corporate financial targets and individual
performance.
Carrying out the Committee's compensation philosophy, which is to
reward executives in relation to the performance of the Company, the Committee
established a bonus pool for the seven highest paid executives, which pool was
to be twenty percent of the pre-tax 1993 earnings of the Company in excess of
the Company's 1992 pre-tax earnings. The Chief Executive Officer was to receive
25% of the Pool and he was to recommend to the Committee the distribution of
the balance of the Pool to the other six executives. The Company's pre-tax
earnings for 1993 did not exceed 1992 pre-tax earnings and therefore there were
no bonuses paid in 1993.
13
<PAGE> 16
The executive base salaries of the Company's executive officers for
1993 represents the aggregate of their salary and bonus in 1992 and therefore
the executives received the same compensation in 1993 as they received in 1992.
The salaries for 1994 have not been increased. The 1994 cash bonus pool shall
consist of 20% of the pre-tax earnings of the Company in 1994 in excess of
pre-tax earnings of the Company in 1993, Richard D. Levy is to receive 25% of
the bonus pool and six other executive officers are to share in the balance of
the pool. Eugene H. Berns, who is Vice President Sales and Marketing, who
historically has received a base salary, plus a commission of 0.15% of the
aggregate sales of homes and condominiums, is to receive a base salary in 1994
of $295,000 which figure equals his aggregate base salary and commissions
received in 1993. The Committee believes that all executives should be
primarily motivated to improve the earnings of the Company, rather than be
rewarded on the basis of sales.
The principal factors considered by the Committee in determining the
salary and bonus arrangements for Richard D. Levy, the Chairman of the Board
and Chief Executive Officer of the Company included a review of Mr. Levy's
historical salary and analysis of the compensation of chief executive officers
of public companies within the home building industry comparable in size to the
Company (home building companies whose gross revenue are approximately $100
million to $300 million). It was the determination of the Committee that Mr.
Levy's salary was comparable to that paid the other chief executives in the
Company's new peer group.
To further the implementation of its compensation philosophy the
Committee in November 1993 recommended to the Board of Directors that it adopt
a stock option plan. The recommended stock option plan is to be considered at
the Company's Annual Meeting of Shareholders. The stock option plan will
complete the Committee implementation of programs that allow the Committee to
structure (1) a base salary (2) an annual bonus component and (3) a long-term
component to the executive compensation structure. Stock option awards will be
made if the stock option plan is approved by shareholders.
The Committee is cognizant of the provisions of the Omnibus Budget
Reconciliation Act that provide that a company will not be allowed a deduction,
for federal income tax purposes, for salaries paid to its five highest paid
officers in excess of $1 million. The Committee has not adopted any policies in
connection with these provisions at this time.
The Compensation Committee
Richard E. Deems
Paul R. Lehrer
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1992 and during the first three months of 1993 the
members of the Executive Committee were primarily responsible for determining
executive compensation. All of the members of the Executive Committee are
executive officers and they all participated in deliberations concerning
executive officer compensation. There are no interlocking relationships with
the present members of the Compensation Committee.
14
<PAGE> 17
FIVE YEAR PERFORMANCE COMPARISON
The graph below provides an indicator of cumulative total shareholder returns
for the Company as compared with the S & P 500 Stock Index, the peer group used
for comparison in 1993 and a new Peer Group.
<TABLE>
<CAPTION>
OHC S&P PREVIOUS PEER GROUP NEW PEER GROUP
<S> <C> <C> <C> <C>
1988 100.00 100.00 100.00 100.00
1989 90.64 131.69 107.16 104.48
1990 64.15 127.60 66.71 59.47
1991 114.34 166.47 69.17 164.39
1992 121.02 179.15 82.57 147.80
1993 141.52 197.21 99.80 193.56
</TABLE>
(1) The previous peer group used to compare shareholder returns in 1993 was
composed of selected companies headquartered in the State of Florida engaged in
construction businesses with sales volume below $100 million in 1992. The new
Peer Group is composed of Continental Homes Holding, D.R. Horton, Inc., Presley
Companies, Standard Pacific, Toll Brothers, Inc. and Del E. Webb Corp.,
companies engaged in the construction of single family homes and condominiums
with sales volume of approximately $100 million - $300 million in 1992.
15
<PAGE> 18
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has retained the firm of Grant Thornton as auditors of the
Company for the ensuing year. The Company expects a representative of Grant
Thornton to be present at the Annual Meeting of Stockholders and the
representative will have an opportunity to make a statement, if he desires to
do so. Such representative will be available to respond to appropriate
questions.
REQUIRED DATE OF RECEIPT OF STOCKHOLDERS PROPOSALS
Any Stockholder proposals which are requested to be included in the
proxy materials of the Company at its next annual meeting must be received by
January 28, 1995 to be eligible for consideration. Such a proposal must comply
with the requirements as to the form and substance established by applicable
laws and regulations in order to be included in the proxy statement.
ADDITIONAL INFORMATION
Management is not aware of any matters to be presented at the meeting
other than the matters above mentioned and does not intend to bring any other
matters before the meeting. However, if any other matters should come before
the meeting, it is intended that the proxies will be voted thereon in the
discretion of the persons named in the enclosed proxy card.
If you cannot attend the meeting, kindly date, sign and return the
enclosed proxy card(s).
By order of the Board of Directors
Harry A. Levy, Secretary
16
<PAGE> 19
EXHIBIT A
ORIOLE HOMES CORP.
1994 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Plan is to advance the interests
of ORIOLE HOMES CORP., a Florida corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide management services and upon whose
efforts and judgment the success of the Company and its Subsidiaries is largely
dependent, through the encouragement of stock ownership in the Company by such
persons.
2. DEFINITIONS. As used herein, the following terms shall have
the meaning indicated:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Committee" shall mean the Compensation Committee
appointed by the Board pursuant to Section 13 hereof or, if not appointed, the
Board.
(c) "Director" shall mean a member of the Board.
(d) "Disinterested Person" shall mean a Director who is
not, during the one year prior to his or her service as an administrator of
this Plan, or during such service, granted or awarded equity securities
pursuant to this Plan or any other plan of the Company or any of its
affiliates, except that:
(i) participation in a formula plan meeting the
conditions in paragraph (c) (2) (ii) of Rule
16b-3 promulgated under the Securities
Exchange Act shall not disqualify a Director
from being a Disinterested Person;
(ii) participation in an ongoing securities
acquisition plan meeting the conditions in
paragraph (d) (2) (i) of Rule 16b3
promulgated under the Securities Exchange Act
shall not disqualify a Director from being a
Disinterested Person; and
(iii) an election to receive an annual retainer fee
in either cash or an equivalent amount of
securities, or partly in cash and partly in
securities, shall not disqualify a Director
from being a Disinterested Person.
(e) "Fair Market Value" of a Share on any date of
reference shall be the Closing Price of the Class B Common Stock, par
value $0.01 per share, of the Company (the "Common Stock"), on the business day
immediately preceding such date, unless the Committee in its sole discretion
shall determine otherwise in a fair and uniform manner. For this purpose, the
Closing Price of the Common Stock on any business day shall be (i) if the
Common Stock is listed or admitted for trading on any United States national
securities exchange the last reporting system, as reported in any newspaper of
general circulation.
(f) "Incentive Stock Option" shall mean an incentive
stock optionas defined in Section 422 of the Internal Revenue Code.
(g) "Internal Revenue Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.
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<PAGE> 20
(h) "Non-statutory Stock Option" shall mean an Option
which is not an Incentive Stock Option.
(i) "Officer" shall mean the Company's chairman, vice-
chairman, president, principal financial officer, any vice-president of the
Company in charge of a principal function (such as marketing, administration
or finance), any other officer who performs a policy-making function, or any
other person who performs similar policy-making functions for the Company.
Officers of Subsidiaries shall be deemed Officers of the Company if they
perform such policy-making functions for the Company. As used in this
paragraph, the phase "policy-making function" does not include policy-making
functions that are not significant. If pursuant to Item 401 (b) of Regulation
S-K (17 C. F. R. Section 229.401 (b)) the Company identifies a person as an
"executive officer," the person so identified shall be deemed an "Officer"
pursuant to the foregoing provisions of this paragraph.
(j) "Option" (when capitalized) shall mean any option
granted under this Plan.
(k) "Optionee" shall mean a person to whom a stock option
is granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.
(l) "Plan" shall mean this Stock Option Plan for the
Company.
(m) "Securities Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(n) "Share(s)" shall mean a share or shares of the Class
B Common Stock of the Company.
(o) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company, if,
at the time of the granting of the Option, each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50 percent or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
3. SHARES AND OPTIONS. The Company may grant to Optionees from
time to time Options to purchase an aggregate of up to Four Hundred Thousand
(400,000) Shares from authorized and unissued Shares. If any Option granted
under the Plan shall terminate, expire, or be cancelled or surrendered as to
any Shares, new Options may thereafter be granted covering such Shares. An
Option granted hereunder shall be either an Incentive Stock Option or a
Non-Statutory Stock Option as determined by the Committee at the time of grant
of such Option and shall clearly state whether it is an Incentive Stock Options
shall be granted within 10 years from the effective date of this Plan.
4. DOLLAR LIMITATION. Options otherwise qualifying as Incentive
Stock Options hereunder will not be treated as Incentive Stock Options to the
extent that the aggregate fair market value (determined at the time the Option
is granted) of the Shares, with respect to which Options meeting the
requirements of Internal Revenue Code Section 422(b) are exercisable for the
first time by any individual during any calendar year (under all plans of the
Company and subsidiary corporations), exceeds $100,000.00.
OPTION LIMITATIONS. Subject to the adjustment provisions of
Section 11, no Officer may be granted Options to purchase more than 20,000
Shares in any one year or more than 80,000 Shares, in the aggregate, under
this Plan.
A-2
<PAGE> 21
5. CONDITIONS FOR GRANT OF OPTIONS.
(a) Each Option shall be evidenced by an option agreement
that may contain any term deemed necessary or desirable by the Committee,
provided such terms are not inconsistent with this Plan or any applicable law.
Optionees shall be those persons selected by the Committee from the class of
all regular employees of the Company or its Subsidiaries, including Directors
and Officers who are regular employees. Any person who files with the
Committee, in a form satisfactory to the Committee, a written waiver of
eligibility to receive any Option under this Plan shall not be eligible to
receive any Option under this Plan for the duration of such waiver.
(b) In granting Options, the Committee shall take into
consideration the contribution the person has made to the success of the
Company or its Subsidiaries and such other factors as the Committee shall
determine. The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company and
its Subsidiaries with regard to these matters. The Committee may from time to
time in granting Options under the Plan prescribe such other terms and
conditions concerning such Option as it deems appropriate, including, without
limitation, (i) prescribing the date or dates on which the Option becomes
exercisable, (ii) providing that the Option rights accrue or become exercisable
in installments over a period of years, or upon the attainment of stated goals
or both, or (iii) relating an Option to the continued employment of the
Optionee for a specified period of time, provided that such terms and
conditions are not more favorable to an Optionee than those expressly permitted
herein.
(c) The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance or other
benefits related to their employment with the Company or its Subsidiaries.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the Company or
its Subsidiaries.
(d) Notwithstanding any other provision of the Plan, and
in addition to any other requirements of the Plan, Options may not be granted
to a Director or Officer unless the grant of such Options is authorized by, and
all of the terms of such Options are determined by, a Committee that is
appointed in accordance with Section 14 of this Plan and all of whose members
are Disinterested Persons.
6. OPTION PRICE. The option price per Share of any Option shall
be any price determined by the Committee; provided, however, that in no event
shall the option price per Share of any Incentive Stock Option be less than the
Fair Market Value of the Shares underlying such Option on the date such Option
is granted.
7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when
(i) the Company has received written notice of such exercise in accordance with
the terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii)
arrangements that are satisfactory to the Committee in its sole discretion have
been made for the Optionee's payment to the Company of the amount that is
necessary for the Company or Subsidiary employing the Optionee to withhold in
accordance with applicable Federal or state tax withholding requirements.
Unless further limited by the Committee in any option, the option price of any
Shares purchased shall be paid in cash, by certified of official bank check, by
money order, with Shares or by a combination of the above; provided further,
whoever, that the Committee in its sole discretion may accept a personal check
in full or partial payment of any Shares. If the exercise price is paid in
whole or in part with Shares, the value of the Shares surrendered shall be
their Fair Market Value on the date the Option is exercised. The Company in its
sole discretion may, on an individual basis or pursuant to a general
A-3
<PAGE> 22
program established in connection with this Plan, lend money to an Optionee,
guarantee a loan to a Optionee, or otherwise assist an Optionee to obtain the
cash necessary to exercise all or a portion of an Option granted hereunder or
to pay any tax liability of the Optionee attributable to such exercise. If the
exercise price is paid in whole or part with Optionee's promissory note, such
note shall (i) provide for full recourse to the maker, (ii) be collateralized
by the pledge of the Shares that the Optionee purchases upon exercise of such
Option, (iii) bear interest at the prime rate of the Company's principal
lender, and (iv) contain such other terms as the Board in its sole discretion
shall reasonable require. No Optionee shall be deemed to be a holder of any
Shares subject to an Option unless and until a stock certificate or
certificates for such Shares are issued to such person(s) under the terms of
the Plan. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued, except as expressly provided in Section 10 hereof.
8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable
in such amounts, at such intervals and upon such terms as the Committee shall
provide in such Option, except as otherwise provided in this Section 8.
(a) The expiration date of an Option shall be determined
by the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.
(b) Unless otherwise provided in any Option, each
outstanding Option shall become immediately fully exercisable:
(i) if there occurs any transaction (which shall
include a series of transactions occurring
within 60 days or occurring pursuant to a
plan), that has the result that stockholders
of the Company immediately before such
transaction cease to own at least 51 percent
of the voting stock of the Company or of any
entity that results from the participation of
the Company in a reorganization,
consolidation, merger, liquidation or any
other form of corporate transaction;
(ii) if the shareholders of the Company shall
approve a plan of merger, consolidation,
reorganization, liquidation or dissolution in
which the Company does not survive (unless
the approved merger, consolidation,
reorganization, liquidation or dissolution is
subsequently abandoned); or
(iii) if the shareholders of the Company shall
approve a plan for the sale, lease, exchange
or other disposition of all or substantially
all the property and assets of the Company
(unless such plan is subsequently abandoned).
(c) The Committee may in its sole discretion accelerate
the date on which any Option may be exercised and may accelerate the vesting of
any Shares subject to any Option or previously acquired by the exercise of any
Option.
9. TERMINATION OF OPTION PERIOD.
(a) The unexercised portion of any Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:
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<PAGE> 23
(i) three months after the date on which the
Optionee's employment is terminated or, in
the case of a Non-Statutory Stock Option, and
unless the Committee shall otherwise
determine in writing in its sole discretion,
the date on which the Optionee's employment
is terminated, in either case for any reason
other than by reason of (A) Cause, which,
solely for purposes of this Plan, shall mean
the termination of the Optionee's employment
by reason of the Optionee's willful
misconduct or gross negligence, (B) a mental
or physical disability as determined by a
medical doctor satisfactory to the Committee,
or (C) death;
(ii) immediately upon the termination of the
Optionee's employment for Cause;
(iii) one year after the date on which the
Optionee's employment is terminated by reason
of a mental or physical disability (within
the meaning of Internal Revenue Code Section
22 (e)) as determined by a medical doctor
satisfactory to the Committee; or
(iv) (A) twelve months after the date of
termination of the Optionee's employment by
reason of death of the employee, or (B) three
months after the date on which the Optionee
shall die if such death shall occur during
the one year specified in Subsection 9(a)
(iii) hereof.
(b) The Committee in its sole discretion may by giving
written notice ("cancellation notice") cancel, effective upon the date of the
consummation of any corporate transaction described in Subsections 8(b) (ii) or
(iii) hereof, any Option that remains unexercised on such date. Such
cancellation notice shall be given a reasonable period of time prior to the
proposed date of such cancellation and may be given either before or after
approval of such corporate transaction.
10. STOCK APPRECIATION RIGHT.
(a) Each stock option agreement may provide that the
employee may, from time to time, elect to cancel all or any portion of the
Option then subject to exercise, in which case, the Company's obligation in
respect of such Option may be discharged by the payment to the employee of an
amount of cash equal to the excess, if any, of the fair market value at the
time of cancellation of shares subject to the Option so cancelled over the
aggregate purchase price for such shares as set forth in the option agreement.
In the event of cancellation, the number of shares as to which such Option was
cancelled shall not become available for use under this Plan. Any right to
elect cancellation shall be transferable only by will or by the laws of descent
and distribution. During the lifetime of the employee, such right shall be
exercisable only by him.
(b) The provisions of this paragraph shall not be
available unless the cash amount calculated hereunder is a positive number.
(c) To the extent that the election provided in this
paragraph results in compensation income to the employee; the Corporation shall
withhold from the amount due the employee an appropriate amount for federal,
state and local taxes, if any, as then required by law.
(d) The following additional rules are applicable:
(i) The election herein shall expire no later
than the expiration of the Option to which
the election relates;
A-5
<PAGE> 24
(ii) The right under this paragraph is
transferable only to the extent the Option to
which the election relates is transferable
and on the same terms and conditions;
(iii) The rights under this paragraph may be
exercisable only when the underlying Option
is eligible to be exercised.
(e) The Committee may, in its discretion, award SARs
independent of the grant of any Option. Upon exercise, the employee shall
receive the excess of the market value of the Corporation's stock at the date
of exercise over the price of the stock determined at the time of the grant of
the SAR.
(f) Amounts payable pursuant to this paragraph may, in
the Committee's discretion, be paid in cash, shares of the Corporation, or a
combination thereof.
11. ADJUSTMENT OF SHARES.
(a) If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the
maximum number of Shares available for grant
under the Plan, so that the same percentage
of the Company's issued and outstanding
Shares shall continue to be subject to being
so optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per
Share thereof then subject to any outstanding
Option, so that the same percentage of the
Company's issued and outstanding Shares shall
remain subject to purchase at the same
aggregate exercise price.
(b) Subject to the specific terms of any Option, the
Committee may change the terms of the Options outstanding under this Plan, with
respect to the option price or the number of Shares subject to the Options, or
both, when, in the Committee's sole discretion, such adjustments become
appropriate by reason of a corporate transaction described in Subsections 8(b)
(ii) or (iii) hereof.
(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or the
exercise price of Shares then subject to outstanding Options granted under the
Plan.
(d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt
securities, or preferred or preference stock that would rank above the Shares
subject to outstanding Option; (iv) the dissolution or liquidation of the
Company; (v) any sale, transfer or assignment of all or any part of the assets
or business of the Company; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.
A-6
<PAGE> 25
12. TRANSFERABILITY OF OPTIONS. Each Option shall provide that
such Option shall not be transferable by the Optionee otherwise than by will or
the laws of descent and distribution, and each Option shall be exercisable
during the Optionee's lifetime only by the Optionee.
13. ISSUANCE OF SHARES. As a condition of any sale or issuance of
Shares upon exercise of any Option, the Committee may require such agreements
or undertakings, if any, as the Committee may deem necessary or advisable to
assure compliance with any such law or regulation including, but not limited
to, the following:
14. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee,
which shall consist of not less than two Directors each of whom shall be
Disinterested Person. The Committee shall have all of the powers of the Board
with respect to the Plan. Any member of the Committee may be removed at any
time, with or without cause, by resolution of the Board and nay vacancy
occurring in the membership of the Committee may be filled by appointment by
the Board.
(b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations and
the interpretation and construction of any provision of the Plan by the
Committee shall be final and conclusive.
(c) Any and all decisions or determinations of the
Committee shall be made be either (i) by a majority vote of the members of the
Committee at a meeting or (ii) without a meeting by the unanimous written
approval of the members of the Committee.
15. OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly or indirectly (through attribution under
Section 424 (d) of the Internal Revenue Code) at the date of grant, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or of its parent or subsidiary defined in Section 424 of
the Internal Revenue Code at the date of grant) unless the option price of such
Option is at least 110% of the Fair Market Value of the Shares subject to such
Option on the date the Option is granted, and such Option by its terms is not
exercisable after the expiration of five years from the date such Option is
granted.
16. INTERPRETATION.
(a) The Plan shall be administered and interpreted so
that all Incentive Stock Options granted under the Plan will qualify as
Incentive Stock Options under section 422 of the Internal Revenue Code. If nay
provision of the Plan shall be held invalid for the granting of Incentive Stock
Options or illegal for any reason, such determination shall not affect the
remaining provisions hereof, but instead the Plan shall be construed and
enforced as if such provision had never been included in the Plan.
(b) This Plan shall be governed by the laws of the State
of Florida.
(c) Headings contained in this Agreement are for
convenience only and shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine or neuter
gender shall be a reference to such other gender as is appropriate.
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<PAGE> 26
17. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Committee may
from time to time amend the Plan or any Option; provided, however, that, except
to the extent provided in Section 10, no such amendment may, without approval
by the shareholders of the Company, (a) materially increase the benefits
accruing to participants under the Plan, (b) materially increase the number of
securities which may be issued under the Plan, or (c) materially modify the
requirements as to eligibility for participation in the Plan; and provided
further, that, except to the extent provided in Section 9, no amendment or
suspension of the Plan or any Option issued hereunder shall substantially
impair any Option previously granted to any Optionee without the consent of
such Optionee.
18. EFFECTIVE DATE AND TERMINATION DATE. The effective date of the
Plan is the date on which the Board adopts this Plan, and the Plan shall
terminate on the 10th anniversary of the effective date.
A-8
<PAGE> 27
EXHIBIT B
ORIOLE HOMES CORP.
1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
1. PURPOSE
The purpose of 1994 Stock Option Plan for Nonemployee Directors (the
"Plan") of Oriole Homes Corp. (the "Company") is to promote the interests of
the Company and its stockholders by strengthening the Company's ability to
attract and retain the services of experienced and knowledgeable nonemployee
directors and by encouraging such directors to acquire an increased proprietary
interest in the Company.
2. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Article 7, the total number of
shares of Class B Common Stock (the "Common Stock") of the Company for which
options may be granted under the Plan shall be 20,000 shares of Class B Common
Stock (the "Shares"). If any option granted under the Plan expires or
terminates for any reason without having been exercised in full, the Shares
subject to, but not delivered under, such option may become available for the
grant of other options under the Plan. No shares delivered to the Company in
full or partial payment of an option price payable pursuant to Paragraph 6.3
shall become available for the grant of other options under the Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Executive Committee of the
Company's Board of Directors (the "Committee") which only consists of employee
directors. Subject to the terms of the Plan, the Committee shall have the power
to construe the provisions of the Plan, to determine all questions arising
thereunder, and to adopt and amend such rules and regulations for administering
the Plan as the Committee deems desirable.
4. PARTICIPATION IN THE PLAN
Each member of the Company's Board of Directors (a "Director") who is
not otherwise an employee of the Company or any subsidiary of the Company (an
"Eligible Director") shall be eligible to participate in the Plan.
5. NONSTATUTORY STOCK OPTIONS
All options granted under the Plan shall be nonstatutory options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended.
6. OPTION TERMS
Each option granted to an Eligible Director under the Plan and the
issuance of Shares thereunder shall be subject to the following terms:
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<PAGE> 28
6.1 OPTION AGREEMENTS
Each option granted under the Plan shall be evidenced by an option
agreement (an "Agreement") duly executed on behalf of the Company and by the
Eligible Director to whom such option is granted and dated as of the applicable
date of grant. Each Agreement shall be signed on behalf of the Company by an
officer or officers delegated such authority by the Committee using either
manual or facsimile signature. Each Agreement shall comply with and be subject
to the terms and conditions of the Plan. Any Agreement may contain such other
terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Committee.
6.2 OPTION GRANT SIZE AND GRANT DATES
An option to purchase 1,200 Shares per year with a maximum of 6,000
Shares (as adjusted) pursuant to Article 7 shall be granted to:
a. each Director who is an Eligible Director immediately
following an Annual Meeting (as described in the Company's
By-Laws) including the Annual Meeting at which the Plan is
approved by the stockholders of the Company,
b. each other Eligible Director immediately following the Annual
Meeting at which such Director is first elected or immediately
following the first Annual Meeting after such Eligible
Director is first elected or appointed by the Board to be a
Director, whichever applicable; (THE "GRANTS").
6.3 OPTION EXERCISE PRICE
The option exercise price per share shall be the Closing Price of the
Common Stock on the American Stock Exchange on the business day immediately
preceding the Annual Meeting of Shareholders.
6.4 VESTING; EXERCISABILITY
An option shall vest and become nonforfeitable on the day of the
Annual Meeting following the year in which the option was granted if the
optionee has continued to serve as a Director until that meeting. An option
shall thereafter become exercisable, subject to Section 6.7, according to the
following schedule:
PORTION OF OPTION GRANT THAT BECOMES DAY ON WHICH
EXERCISABLE PORTION BECOMES EXERCISABLE
50% Date of the first Annual Meeting
after the option grant
additional 50% Date of the second Annual Meeting
after the option grant
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<PAGE> 29
6.5 TIME AND MANNER OF OPTION EXERCISE
Any vested and exercisable option is exercisable in whole or in part
at any time or from time to time during the option period by given written
notice, signed by the person exercising the option, to the Company stating the
number of shares with respect to which the option is being exercised,
accompanied by payment in full of the option exercise price for the number of
Shares to be purchased. The date both such notice and payment are received by
the office of the Secretary of the Company shall be the date of exercise of the
stock option as to such number of Shares. No option may at any time be
exercised with respect to a fractional share.
6.6 PAYMENT OF EXERCISE PRICE
Payment of the exercise price may be in cash or by bank certified,
cashier's or personal check or, to the extent permitted by the Committee,
payment may be in whole or part by
a. transfer to the Company of shares of Class A or Class B Common
Stock having a Fair Market Value equal to the option exercise
price at the time of such exercise, or
b. delivery of instructions to the Company to withhold from the
option shares that would otherwise be issued on the exercise
that number of option shares having a Fair Market Value equal
to the option exercise price at the time of such exercise.
If the Fair Market Value of the number of whole shares transferred or
the number of whole option shares surrendered is less than the total exercise
price of the option, the shortfall must be made up in cash.
6.7 TERM OF OPTIONS
Each option shall expire ten years from its date of grant, but shall
be subject to earlier termination as follows:
a. In the event of the termination of an optionee's service as a
Director, other than by reason of retirement, total and
permanent disability, or death, the then-outstanding options
of such optionee shall automatically expire on the effective
date of such termination. For purposes of the Plan, the term
"by reason of retirement" means: voluntary termination of
service.
b. In the event of the termination of an optionee's service as a
Director by reason of retirement or total and permanent
disability, the then-outstanding options of such optionee that
have vested pursuant to Section 6.4 shall become exercisable,
to the full extent of the number of Shares remaining covered
by such options, regardless of whether such options were
previously exercisable, and each such option shall expire four
years after the date of such termination or on the stated
grant expiration date whichever is earlier.
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<PAGE> 30
c. In the event of the death of an optionee while the optionee is
a Director, the then-outstanding options of such optionee that
have vested pursuant to Section 6.4 shall become exercisable,
to the full extent of the number of Shares remaining covered
by such options, regardless of whether such options were
previously exercisable, and each such option shall expire four
years after the date of death of such optionee or on the
stated grant expiration date, whichever is earlier.
Exercise of a deceased optionee's options that are still exercisable
shall be by the estate of such optionee or by a person or persons whom the
optionee has designated in writing filed with the Company, or if no such
designated has been made, by the person or persons to whom the optionee's
rights have passed by will or the laws of descent and distribution.
6.8 TRANSFERABILITY
The right of any optionee to exercise an option granted under the Plan
shall, during the lifetime of such optionee, be exercisable only by such
optionee or pursuant to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended and shall not be assignable or
transferable by such optionee other than by will or the laws of descent an
distribution.
6.9 LIMITATION OF RIGHTS
6.9.1 LIMITATION AS TO SHARES. Neither the recipient of an option
under the Plan nor an optionee's successor or successors in interest shall have
any rights as a stockholder of the Company with respect to any Shares subject
to an option granted to such person until the date of issuance of a stock
certificate for such Shares.
6.9.2 LIMITATION AS TO DIRECTORSHIP. Neither the Plan, nor the
granting of an option, nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or
implied, that an Eligible Director has a right to continue as a Director for
any period of time or at any particular rate of compensation.
6.10 REGULATORY APPROVAL AND COMPLIANCE
The Company shall not be required to issue any certificate or
certificates for Shares upon the exercise of an option granted under the Plan
or to record as a holder of record of Shares the name of the individual
exercising an option under the Plan, without obtaining, to the complete
satisfaction of the Committee, the approval of all regulatory bodies deemed
necessary by the Committee and without complying, to the Committee's complete
satisfaction, with all rules and regulations under federal, state or local law
deemed applicable by the Committee.
7. CAPITAL ADJUSTMENTS
The aggregate number and class of Shares subject to and authorized by
the Plan, the number and class of Shares with respect to which an option may be
granted to an Eligible Director under the Plan as provided in Article 6, the
number and class of Shares subject to each outstanding option, and the exercise
price per share specified in each such option shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a split-up or consolidation of shares or any like capital
adjustment or the payment of any stock dividend, or other increase or decrease
in the number of such shares effected without receipt of consideration by the
Company.
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<PAGE> 31
8. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan
shall be borne by the Company, and none of such expenses shall be charged to
any optionee.
9. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective immediately following approval by the
Company's stockholders, but such termination shall not affect the terms of any
then-outstanding options.
10. TERMINATION AND AMENDMENT OF THE PLAN
The Board may amend, terminate or suspend the Plan at any time, in its
sole and absolute discretion; provided, however, that if required to qualify
the Plan under Rule 16b-3 promulgated under Section 16 of the Securities
Exchange Act of 1934, as amended, no amendment shall be made more than once
every six months that would change the amount, price or timing of the Grants,
other than to comport with changes in the Internal Revenue Code of 1986, as
amended, or the rules and regulations promulgated thereunder; and provided,
further, that if required to qualify the Plan under Rule 16b-3, no amendment
that would:
a. materially increase the number of Shares that may be issued
under the Plan,
b. materially modify the requirements as to eligibility for
participation in the Plan, or
c. otherwise materially increase the benefits accruing to
participants under the Plan shall be made without the approval
of the Company's stockholders.
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<PAGE> 32
ORIOLE HOMES CORP.
PROXY FOR CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R.D. Levy, Mark A. Levy, E.E. Hubshman
and Antonio Nunez and each of them, proxies with power of substitution to vote
for and on behalf of the undersigned at the Annual Meeting of Stockholders of
ORIOLE HOMES CORP. (the "Company"), to be held at 1690 South Congress Avenue,
Delray Beach, Florida, on Monday, May 9, 1994 at 10:00 A.M. and at any
adjournment thereof, hereby granting full power and authority to act on behalf
of the undersigned at said meeting or any adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS: To elect Directors as set forth in the Proxy Statement.
CLASS A STOCKHOLDERS: FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the contrary below*) / / for all nominees listed below / /
R.D. Levy, E.E. Hubshman, A Nunez, H.A. Levy, M.A. Levy, and E.H. Berns
*(INSTRUCTION: To withhold authority to vote for any individual nominees, strike out that nominee's name above.)
2. TO APPROVE THE ADOPTION OF THE COMPANY'S 1994 STOCK OPTION PLAN:
/ / For / / Against / / Abstain
3. TO APPROVE THE ADOPTION OF THE COMPANY'S STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS:
/ / For / / Against / / Abstain
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
IF NO INSTRUCTION IS INDICATED with Respect to Proposals 1., 2. or 3. the undersigned's vote will be cast FOR the election
of the Class A nominees and FOR Proposals 2. and 3.
(Please sign on reverse side and return promptly in the enclosed envelope)
</TABLE>
(Continued from other side)
A majority of the proxies present and acting at the meeting in person or
by substitute (or if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given and acknowledge receipt of
Notice of Annual Meeting and Proxy Statement dated April 5, 1994 and a copy of
the Annual Report for the year ended December 31, 1993.
Dated: , 1994
---------------------------------
---------------------------------------
Signature
NOTE: When signing as Executor, Administrator, Trustee, Guardian, etc.,
please add full title.
(Sign Exactly as name appears on this proxy.)
<PAGE> 33
ORIOLE HOMES CORP.
PROXY FOR CLASS B COMMON STOCK
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints R.D. Levy, Mark A. Levy, E.E. Hubshman
and Antonio Nunez and each of them, proxies with power of substitution to vote
for and on behalf of the undersigned at the Annual Meeting of Stockholders of
ORIOLE HOMES CORP. (the "Company"), to be held at 1690 South Congress Avenue,
Delray Beach, Florida, on Monday, May 9, 1994 at 10:00 A.M. and at any
adjournment thereof, hereby granting full power and authority to act on behalf
of the undersigned at said meeting or any adjournment thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS: To elect Directors as set forth in the Proxy Statement.
CLASS B STOCKHOLDERS: FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the contrary below*) / / for all nominees listed below / /
D.C. McClosky, R.E. Deems, and P.R. Lehrer
*(INSTRUCTION: To withhold authority to vote for any individual nominees, strike out that nominee's name above.)
2. TO APPROVE THE ADOPTION OF THE COMPANY'S 1994 STOCK OPTION PLAN:
/ / For / / Against / / Abstain
3. TO APPROVE THE ADOPTION OF THE COMPANY'S STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS:
/ / For / / Against / / Abstain
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
IF NO INSTRUCTION IS INDICATED with respect to Proposals 1., 2. and 3. the undersigned's vote will be cast FOR the election
of the Class B nominees and FOR Proposals 2. and 3.
(Please sign on reverse side and return promptly in the enclosed envelope)
</TABLE>
(Continued from other side)
A majority of the proxies present and acting at the meeting in person or
by substitute (or if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given and acknowledge receipt of
Notice of Annual Meeting and Proxy Statement dated April 5, 1994 and a copy of
the Annual Report for the year ended December 31, 1993.
Dated: , 1994
----------------------------------
----------------------------------------
Signature
NOTE: When signing as Executor, Administrator, Trustee, Guardian, etc., please
add full title.
(Sign Exactly as name appears on this proxy.)
B-7
