<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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
ORIOLE HOMES CORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
ORIOLE HOMES CORP.
1690 SOUTH CONGRESS AVENUE, DELRAY BEACH, FL 33445
(561) 274-2000
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
April 29, 1998
To the Stockholders of Oriole Homes Corp.:
The Annual Meeting of Oriole Homes Corp. will be held at the Company's
headquarters, 1690 South Congress Avenue, Suite 200, Delray Beach, Florida, on
May 20, 1998 at 9:30 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; and
2. 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 April 13, 1998 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
(561) 274-2000
----------------
PROXY STATEMENT
----------------
PROXIES April 29, 1998
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 or by attendance and exercise of
your right to vote at the meeting. 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.
This Proxy Statement and the accompanying form of Proxy are being mailed on
or about April 30, 1998 to all stockholders of record on April 13, 1998.
The Annual Report of the Company for the fiscal year ended December 31,
1997 accompanies this Proxy Statement.
VOTING SECURITIES
The Company had 1,863,349 shares of Class A Common Stock (par value $.10
per share) and 2,762,175 shares of Class B Common Stock (par value $.10 per
share) outstanding as of the record date, April 13, 1998. 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, voting as a separate class, will elect 25% of the number
of Directors rounded up to the next higher whole number, and the holders of
Class A Common Stock, voting as a separate class, will elect the balance. The
number of Directors is presently fixed at six. Two Directors will be elected by
the holders of Class B Common Stock and four Directors will be elected by the
holders of Class A Common Stock.
<PAGE> 4
PRINCIPAL HOLDERS
As of April 13, 1998 the only persons known to the Company to own more than
5% of the Company's outstanding voting securities were:
<TABLE>
<CAPTION>
NAME AND ADDRESS CLASS A CLASS B
---------------- ------------------------------ ---------------------------
<S> <C> <C> <C> <C>
Richard D. Levy (1) 627,526(2)(3) 33.7% 230,823(2)(3) 8.4%
Harry A. Levy (1) 644,870(2)(4) 34.6% 298,668(2)(4) 10.8%
Mark A. Levy (1) 94,412(6) 5.1% 89,007 3.2%
FMR Corp. -- -- 276,800(6) 10.1%
82 Devonshire Street
Boston, MA 02109
Andrew J. McLaughlin, Jr -- -- 205,400(7) 7.5%
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10006
Tweedy, Browne Company, L.P. -- -- 199,600(8) 7.3%
TBK Partners, L.P.
Vanderbilt Partners, L.P.
52 Vanderbilt Avenue
New York, NY 10017
Wellington Management Company, LLP -- -- 224,800(9) 8.2%
75 State Street
Boston, MA 02109
Dimensional Fund Advisors, Inc. 138,800(10) 7.4% 160,100(10) 5.8%
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
Franklin Resources, Inc. -- -- 360,000(11) 13.1%
777 Marines Island Blvd
San Mateo, California 94404
</TABLE>
- -----------------------
(1) The address of each of these shareholders 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
429,427 shares of Class A Common Stock and 103,590 shares of Class B Common
Stock which the Levys each have the right to vote.
<PAGE> 5
(3) Includes 9,234 shares of Class A Common Stock and 14,684 shares of Class B
Common Stock held by the wife of Richard D. Levy and 120,457 shares of
Class A Common Stock and 127,557 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 (includes Mark A. Levy), 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 except to the extent
of his pecuniary interest in such trusts and partnerships, if any.
(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 125,090 shares of Class
A Common Stock and 170,290 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 Richard D. Levy, Harry A.
Levy (the "Levys") (each nine percent), their wives (each five percent) and
their children (includes Mark A. Levy), and various partnerships for the
benefit of the Levys, their children and grandchildren. Harry 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 except to the extent
of his pecuniary interest in such trusts and partnerships, if any.
(5) Includes 1,000 shares owned by the wife of Mark A. Levy. Mark A. Levy
disclaims any beneficial interest in the shares owned by his wife.
(6) FMR Corp., the parent company of Fidelity Management & Research Company,
reported ownership of 276,800 shares of Class B Common Stock pursuant to a
Schedule 13G filed on February 18, 1998.
(7) Andrew J. McLaughlin, Jr., a registered representative of Loeb Partners
Corporation, a registered broker/dealer, in New York, NY., reported sole
and shared voting or dispositive power of 205,400 shares of Class B Common
Stock pursuant to a Schedule 13D filed on March 5, 1997.
(8) Tweedy, Browne Company L.P, TBK Partners, L.P. and Vanderbilt Partners,
L.P., investment advisors, as a group, reported ownership of 199,600 shares
of Class B Common Stock pursuant to Schedule 13D filed on November 16,
1995.
(9) Wellington Management Company, LLP reported ownership of 224,800 shares of
Class B Common Stock pursuant to a Schedule 13G filed on February 10, 1998.
(10) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 138,800 shares of Class
A Common Stock and 160,100 shares of Class B Common Stock as of December
31, 1997, pursuant to Schedules 13G filed on February 18, 1998, all of
which shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc. serve
as investment manager. Dimensional disclaims beneficial ownership of all
such shares.
<PAGE> 6
(11) Franklin Resources, Inc., parent company of Franklin Microcap Value Fund,
an investment company, reported ownership of 360,000 shares of Class B
Common Stock pursuant to a Schedule 13G filed on August 8, 1996.
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.
<PAGE> 7
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 six 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 six. 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. Abstentions and votes withheld
by brokers in the absence of instructions from street name holders (broker
non-vote) will be counted for purposes of determining whether a quorum is
present and will have no effect on the election of Directors. 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.
STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP AT
DECEMBER 31, 1997
-----------------------------------------
NAME OFFICE CLASS A CLASS B
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard D. Levy (1) Chairman of the Board, 627,526 33.7% 230,823 8.4%
Director
Mark A. Levy (1) President of the Company, 94,412 5.1% 89,007 3.2%
Director
Harry A. Levy (1) Vice-Chairman of the Board 644,870 34.6% 298,668 10.8%
and Secretary of the Company;
Director
E.E. Hubshman Vice-Chairman of the Executive 5,882 * 875 *
Committee, Director
Paul R. Lehrer Director - - 3,600(2) *
George R. Richards Director - - - -
Antonio Nunez (3) Senior Vice President and 13,053 * 15,243 *
Treasurer of the Company,
Director
Eugene H. Berns (4) Vice President-Sales - - - -
And Marketing, Director
Donald C. McClosky Director 1,210 * 4,810(2) *
All Officers and Directors as a Group 1,086,266 58.3% 656,296 23.8%
(includes 14 persons)
</TABLE>
- --------------------
(*) Denotes less than 1%.
<PAGE> 8
(1) See footnotes (2), (3), (4) and (6) to the table under the caption
"Principal Holders".
(2) Reflects 3,600 shares Class B Common Stock subject to exercise pursuant to
grants of stock options. 1,200 of such options are exercisable at an
exercise price of $8.62 per share, another 1,200 of such options are
exercisable at an exercise price of $7.50 per share, another 1,200 of such
options are exercisable at an exercise price of $7.625 per share, and the
other 600 of such options are exercisable at an exercise price of $7.375
per share.
(3) Retired October 24, 1997
(4) Retired November 30, 1997
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 68, 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 45, 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 64, 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 81, 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.
DIRECTORS TO BE ELECTED BY HOLDERS OF CLASS B COMMON STOCK:
Paul R. Lehrer, age 48, has been the President of Colliers, Lehrer
International, Inc., a company engaged in commercial and industrial real estate
asset management, for more than five years.
George R. Richards, age 63, now retired, practiced law in Dade County,
Florida from 1966 until April 1996. From May 1994 until April 1996, Mr. Richards
was a solo practitioner, and from July 1979 to May 1994, Mr. Richards practiced
with the law firm of Fine Jacobson Schwartz Nash & Block. Prior to his
retirement, Mr. Richards was outside corporate counsel for the Company on
various matters.
<PAGE> 9
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
(numbers shown as dollars except for shares)
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS/SARS(1) COMPENSATION (2)
- --------------------------- ---- ------ --------------- ----------------
<S> <C> <C> <C> <C>
Richard D. Levy 1997 $272,500 -0- $ 1,362
Chairman of the 1996 $272,500 3,500 $13,273
Board and Chief 1995 $272,500 3,500 $12,337
Executive Officer
Mark A. Levy 1997 $272,500 -0- $ 2,310
President and Chief 1996 $272,500 4,500 $ 2,375
Operating Officer 1995 $272,500 3,500 $ 2,310
Harry A. Levy 1997 $160,000 -0- $ -0-
Vice Chairman of the 1996 $160,000 3,500 $ 7,403
Board and Secretary 1995 $160,000 3,500 $ 7,138
Antonio Nunez (3) 1997 $168,140 -0- $32,670
Senior Vice President 1996 $198,500 2,000 $ 2,375
And Chief Financial 1995 $198,500 2,000 $ 2,310
Officer
Eugene H. Berns (4) 1997 $264,750 -0- $ 2,310
Vice-President-Sales 1996 $295,000 2,500 $ 2,375
And Marketing 1995 $295,000 2,500 $ 2,310
</TABLE>
(1) Options to purchase Class B Common Stock granted in 1995 at $6.875 per
share became exercisable on February 22, 1997. Options to purchase Class B
Common Stock granted in 1996 at $7.625 per share and are not exercisable
until May 14, 1998. At the end of the year 1997, the price of the Company's
Class B Common Stock was $4.375 per share.
(2) Represents the Company contribution to the 401 (k) Retirement Plan except
in the cases of Richard D. Levy and Harry A. Levy, which also include the
economic benefits 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 a split dollar life
policy and has retained an interest in the policies to the extent of the
premiums paid. Includes a severance payment made to Antonio Nunez upon his
resignation as an officer of the Company.
(3) Retired October 24, 1997
(4) Retired November 30, 1997
<PAGE> 10
SECTION 401(K) PLAN
Effective January 1, 1990, the Company established a defined contribution
plan (the "Plan") pursuant to Section 401 (k) of the Internal Revenue Code.
Participant employees may contribute up to 15% of pretax annual compensation as
defined in the Plan up to an annual maximum subject to change from time to time.
The Company will match 25% of the participant's contributions, not to exceed 6%
of the employee's annual compensation. The Company's contributions vest at the
rate of 25% per year of employment. During the year ended December 31, 1997, the
Company contributed $76,450 to the 401(k) Plan.
COMPENSATION OF DIRECTORS
Non-employee directors are compensated $12,000 per year and are reimbursed
for travel expenses in connection with their attendance at meetings.
Non-employee directors also receive options under the Company 1994 Stock Option
Plan for non-employee directors (the "Plan"). An aggregate of 20,000 shares of
Class B Common Stock are available for grant under the Plan. Each individual who
was a non-employee director on each of May 15, 1995, May 16, 1996, and May 22,
1997, the respective dates of the 1995, 1996, and 1997 Annual Meetings of
Shareholders, received options to purchase 1,200 shares of the Company's Class B
Common Stock exercisable at $7.50, $7.625 and $7.375 per share, respectively.
Each non-employee director will receive an option to purchase an additional
1,200 shares after each such Annual Meeting. Each non-employee director is
limited to a maximum of 6,000 options. Each option terminates on the 10th
anniversary date of its grant. Participants are entitled to exercise such
options as follows: one-half on the first anniversary of its date of grant; and
one-half on the second anniversary date of the date of grant.
<PAGE> 11
OTHER INFORMATION
During 1997, the Company had an Audit Committee of its Board of Directors
consisting of Donald C. McClosky, Paul R. Lehrer and George R. Richards, 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 Paul
R. Lehrer and George R. Richards. The Audit and Compensation Committees each met
three times in 1997. At the meeting of the Board of Directors, which will be
held following the Shareholders Meeting, the Committees will be re-elected with
the same membership except for those Directors that are retiring.
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. The Board of Directors generally schedules four meetings
each year following the conclusion of each quarter. The Board of Directors held
four meetings in 1997.
The Executive Committee, which met two times in 1997, 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.
The Audit Committee consists solely of independent, non-employee members of
the Board. It's principal functions are recommending to the full Board the
engagement of independent auditors for the ensuing year, reviewing the scope of
non-audit services performed for the Company by the independent auditors, and
reviewing the independent auditors' recommendations for improvements of internal
controls.
The Compensation Committee consists solely of independent, non-employee
members of the Board. It's principal functions are recommending to the full
Board compensation arrangements for senior management, recommending to the full
Board the adoption and implementation of compensation and incentive plans and
approving grants of stock options to officers and other employees of the
Company.
Each director attended more than three-fourths of the total number of
meetings of the Board and all committees of the Board on which he served. All
meetings of the Board and the Executive Committee were attended by all Director
members of said Board or Committee.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors was established in
March, 1993. The members of the Compensation Committee are currently Paul R.
Lehrer and George R. Richards.
<PAGE> 12
The Committee's compensation philosophy is to link executive compensation
to Company performance and provide competitive compensation for executives with
similar responsibilities. 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.
In accordance with this philosophy, the Compensation Committee reviews the
recommendations of the chief executive officer regarding compensation of the
Company's seven highest paid executives. With regard to these persons, based
upon the Company's recent financial performance it was determined that such
person's base salaries shall remain unchanged. To provide incentives to the
Company's executives, the Compensation Committee has determined it appropriate
to establish a bonus pool for these seven highest paid executives. Such bonus
pool is based upon an improvement of the Company's average pre-tax earnings for
the prior year over the past three fiscal years. Since the Company's results of
operations for 1997 did not produce such an improvement, no bonuses were paid to
such executives.
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, include a review of Mr. Levy's historical
salary and a link it to the performance of the Company.
To further the implementation of its compensation philosophy the Committee
has the ability to grant executives incentive stock options under the Company's
Employee Stock Option Plan. The purpose of such stock option grants is to
provide incentives to such executives for the long-term growth of the Company.
No options were granted in 1997.
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 conpensation paid to its five highest paid
officers for amounts in excess of $1 million, except exempted. The Committee has
not adopted any changes in it's compensation policy.
The Compensation Committee
Paul R. Lehrer and George R. Richards
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee have no present interlocking
relationships.
<PAGE> 13
(CHARISMA CHART)
INDEX RETURNS
<TABLE>
<CAPTION>
BASE YEARS ENDING
PERIOD
COMPANY NAME/INDEX DEC92 DEC93 DEC94 DEC95 DEC96 DEC97
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ORIOLE HOMES CORP -CL B 100 119.55 74.91 67.97 77.68 48.55
S&P 500 INDEX 100 110.08 111.53 153.45 188.68 251.63
PEER GROUP 100 175.31 92.45 73.00 109.42 214.04
</TABLE>
- --------------------
(*) Total return assumes the reinvestment of dividends. The Peer Group is
composed of Fairfield Communities Inc., FPA Corp., Shuler Homes Inc.,
Starrett Corp., Sundance Homes Inc. and Zaring National Corp. (formerly
Zaring Homes Inc.). These companies are engaged in the construction of
single-family homes and condominiums that have sales volume of
approximately 480 million-$200 million in 1997.
<PAGE> 14
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has retained the firm of Grant Thornton, LLP 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 1999 Annual Meeting must be received by
December 29, 1998 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 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
<PAGE> 15
APPENDIX A
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, and H.A. Levy 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 Wednesday, May 20, 1998 at 9:30 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>
1. ELECTION OF DIRECTORS: To elect Directors as set forth in the Proxy Statement. WITHHOLD AUTHORITY to
CLASS A STOCKHOLDERS: FOR all nominees listed below / / vote for all nominees
listed below (except as
marked to the contrary
below*) / /
R.D Levy, H.A. Levy and M.A. Levy, E.E. Hubshman
*(INSTRUCTION: To withhold authority to vote for any individual nominees, strike out that nominee's name above.)
2. To transaction such other business as may properly come before the meeting or any adjournment thereof.
IF NO INSTRUCTION IS INDICATED, the undersigned's vote will be cast FOR the election of the Class A nominees.
</TABLE>
(Please sign on reverse side and return promptly in the enclosed envelope)
(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 29, 1998 and a copy
of the Annual Report for the year ended December 31, 1997.
Dated: _____________________ , 1998
____________________________
Signature
NOTE: When signing as Executor, Administrator, Trustee, Guardian, Etc., please
add full title.
(Sign Exactly as name appears on this proxy)
<PAGE> 16
APPENDIX B
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, and H.A. Levy 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 Wednesday, May 20, 1998 at 9:30 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>
1. ELECTION OF DIRECTORS: To elect Directors as set forth in the Proxy Statement. WITHHOLD AUTHORITY to
CLASS B STOCKHOLDERS: FOR all nominees listed below / / vote for all nominees
listed below (except as
marked to the contrary
below*) / /
P.R. Lehrer and G.R. Richards
*(INSTRUCTION: To withhold authority to vote for any individual nominees, strike out that nominee's name above.)
2. To transaction such other business as may properly come before the meeting or any adjournment thereof.
IF NO INSTRUCTION IS INDICATED, the undersigned's vote will be cast FOR the election of the Class B nominees.
</TABLE>
(Please sign on reverse side and return promptly in the enclosed envelope)
(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 29, 1998 and a copy
of the Annual Report for the year ended December 31, 1997.
Dated: _____________________ , 1998
____________________________
Signature
NOTE: When signing as Executor, Administrator, Trustee, Guardian, Etc., please
add full title.
(Sign Exactly as name appears on this proxy)
