<PAGE> 1
ORIOLE HOMES CORP.
1690 SOUTH CONGRESS AVENUE, DELRAY BEACH, FL 33445
(561) 274-2000
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------
April 21, 1999
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 12, 1999 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 March 22,
1999 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> 2
ORIOLE HOMES CORP.
1690 SOUTH CONGRESS AVENUE, SUITE 200, DELRAY BEACH, FL 33445
(561) 274-2000
-------------------
PROXY STATEMENT
-------------------
April 21, 1999
PROXIES
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 21, 1999 to all stockholders of record on March 22,
1999.
The Annual Report of the Company for the fiscal year ended December 31,
1998 accompanies this Proxy Statement.
VOTING SECURITIES
The Company had 1,864,149 shares of Class A Common Stock (par value
$.10 per share) and 2,761,375 shares of Class B Common Stock (par value $.10 per
share) outstanding as of the record date, March 22, 1999. 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
authorized 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 five. Two Directors will
be elected by the holders of Class B Common Stock and three Directors will be
elected by the holders of Class A Common Stock.
1
<PAGE> 3
PRINCIPAL HOLDERS
The Company has two classes of voting securities, its Class A Common
Stock and its Class B Common Stock. Shares of Class A Common Stock may be
converted at any time into shares of Class B Common Stock on a one share-for-one
share basis. Except for information relating to certain officers and directors
of the Company, the information contained in the following table is derived from
information contained in Schedules 13D and 13G. Information regarding shares
held of a particular class of stock in the following table conforms to the
disclosure contained in such Schedules and generally does not give effect to the
conversion of shares of Class A Common Stock into shares of Class B Common
Stock, except as noted in footnote 7 to the table.
As of March 23, 1999 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) 621,864 (2) (3) 33.4% 225,661 (2)(3) 8.2%
Harry A. Levy (1) 641,538 (2) (4) 34.4% 295,836 (2)(4) 10.7%
Mark Levy (1) 94,412 (5) 5.1% 89,007 3.2%
FMR Corp. -- -- 276,800 (6) 10.0%
82 Devonshire Street
Boston, MA 02109
Andrew J. McLaughlin, Jr. 125,200 6.7% 416,900 (7) 15.1%
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10006
Wellington Management Company, LLP -- -- 272,800 (8) 9.9%
75 State Street
Boston, MA 02109
Dimensional Fund Advisors, Inc. 138,700 (9) 7.4% 159,700 (9) 5.8%
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
Franklin Resources, Inc. -- -- 340,000 (10) 12.3%
777 Marines Island Blvd.
San Mateo, California 94404
U.S.A. Fund Limited Partnership 98,200 (11) 5.3% -- --
C/O Gordon, Feinblatt et al
233 East Redwood Street
Baltimore, MD 21202-3332
</TABLE>
2
<PAGE> 4
(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
426,095 shares of Class A Common Stock and 100,758 shares of Class B Common
Stock which the Levy's each have the right to vote.
(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 122,395 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 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 121,758 shares of Class A
Common Stock and 167,458 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 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 Levy. Mark Levy disclaims
any beneficial interest in the shares owned by his wife. Does not include
shares of Class A Common Stock held by Levor Associates for the benefit of
Mark Levy or shares of Class A Common Stock held by other partnerships for
his benefit. These shares are reported in footnotes 2 and 3.
(6) FMR Corp., the parent company of Fidelity Management & Research Company,
reported beneficial ownership of 276,800 shares of Class B Common Stock
pursuant to a Schedule 13G filed on February 11, 1998.
(7) Andrew J. McLaughlin, Jr., a registered representative of Loeb Partners
Corporation, a registered broker/dealer, in New York, NY, reported
beneficial ownership of 125,200 shares of Class A Common Stock and 416,900
shares of Class B Common Stock pursuant to a Schedule 13D filed on February
9, 1999. Of the 416,900 shares of Class B Common Stock disclosed on such
Schedule 13D, 125,200 shares represent the shares of Class A Common Stock
assuming conversion into shares of Class B Common Stock.
(8) Wellington Management Company, LLP reported ownership of 272,800 shares of
Class B Common Stock pursuant to a Schedule 13G filed on February 9, 1999.
3
<PAGE> 5
(9) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 138,700 shares of Class
A Common Stock and 159,700 shares of Class B Common Stock as of December
31, 1998, pursuant to Schedules 13G filed on February 11, 1999, 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.
(10) Franklin Resources, Inc., parent company of Franklin Microcap Value Fund,
an investment company, reported ownership of 340,000 shares of Class B
Common Stock pursuant to a Schedule 13G filed on February 2, 1999.
(11) USA Fund, whose sole general partner is World Total Return, Inc. reported
ownership of 98,200 shares of Class A Common Stock pursuant to schedule 13D
filed on December 21, 1998.
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.
4
<PAGE> 6
STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP AT
MARCH 23, 1999
-------------------------------------------
NAME OFFICE CLASS A CLASS B
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard D. Levy (1) Chairman of the Board; Director 621,864 33.4% 225,661 8.2%
Mark Levy (1) President of the Company; 94,412 5.1% 89,007 3.2%
Director
Harry A. Levy (1) Vice-Chairman of the Board 641,538 34.4% 295,836 10.7%
and Secretary of the Company;
Director
Paul R. Lehrer Director -- -- 4,200(2) *
George R. Richards Director -- -- 600(3) *
Joseph Pivinski (4) Vice President of Finance and -- -- -- --
Treasurer
All Officers and Directors
as a Group (includes
10 persons) 1,360,771 73.0% 615,618 22.3%
</TABLE>
(*) Denotes less than 1%.
5
<PAGE> 7
(1) See footnotes (2), (3), (4) and (6) to the table under the caption
"Principal Holders".
(2) Represents beneficial ownership of 4,200 shares of Class B Common Stock
indirectly owned pursuant to immediately exercisable option grants as
follows: options to purchase 1,200 shares exercisable at $8.62 per share;
options to purchase 1,200 shares exercisable at $7.50 per share; options to
purchase 1,200 shares exercisable at $7.625 per share; and options to
purchase 600 shares exercisable at $7.375 per share. Common Stock ownership
information does not include 600 shares of Class B Common Stock issuable
upon exercise of options that will become exercisable on May 12, 1998 at
$7.735 per share, and 600 shares that will be exercisable on May 20, 1999
and 600 shares that will be exercisable on May 20,2000, each at $4.50 per
share.
(3) Represents beneficial ownership of 600 shares of ClassB Common Stock
indirectly owned pursuant to immediately exercisable option grants to
purchase 1,200 shares exercisable at $7.375 per share. Common Stock
ownership information does not include shares of Class B Common Stock
issuable upon exercise of options that will become exercisable on May 12,
1998 for 600 shares and 600 shares on May 12, 1999, each at $7.375 per
share, and on May 20, 1999 for 600 shares and 600 shares on May 20, 2000,
each at 4.50 per share.
(4) Common Stock ownership does not include shares of Class B Common Stock
issuable upon exercise of options that will become exercisable on December
14, 2000 for 3,000 shares at $2.25 per share.
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 five
persons named below as directors. The Company is authorized to have no less than
three or more than nine directors. The Board of Directors has fixed the number
of directors to be elected at the Annual Meeting at five. 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.
BACKGROUND OF MANAGEMENT
Information regarding each nominee for Director and non-Director member
of management is set forth below. Except as otherwise indicated, each nominee
has held the position indicated as his principal occupation for at least five
years.
6
<PAGE> 8
DIRECTORS TO BE ELECTED BY HOLDERS OF CLASS A COMMON STOCK:
Richard D. Levy, age 69, 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 Levy, age 46, 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 65, 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.
DIRECTORS TO BE ELECTED BY HOLDERS OF CLASS B COMMON STOCK:
Paul R. Lehrer, age 49, has been the President of Colliers Lehrer
International, Inc., a company engaged in commercial and industrial real estate
asset management, since 1978.
George R. Richards, age 65, 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.
NON-DIRECTOR MANAGEMENT
Joseph Pivinski, age 51, has served as Vice President-Finance,
Treasurer and Chief Financial Officer of the Company since October 1997. From
1994 until October 1997, Mr. Pivinski was employed as the Vice President -
Finance and Chief Financial Officer of New York City based ECCO Staffing
Services, Inc.
Mark E. Neubauer, age 39, has served as Vice President-Sales &
Marketing since December 1997. From 1995 until December 1997, Mr. Neubauer was
employed as the Sales & Marketing Director - Treasurer Coast Division, K.
Hovnanian Companies of Florida, Inc.
7
<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 1998 $272,500 -0- $14,330
Chairman of the 1997 $272,500 -0- $13,206
Board and Chief 1996 $272,500 3,500 $12,784
Executive Officer
Mark Levy 1998 $272,500 -0- $ 2,500
President and Chief 1997 $272,500 -0- $ 2,310
Operating Officer 1996 $272,500 4,500 $ 2,375
Harry A. Levy 1998 $160,000 -0- $ 8,779
Vice Chairman of the 1997 $160,000 -0- $ 8,048
Board and Secretary 1996 $160,000 3,500 $ 7,403
Joseph Pivinski (3) 1998 $120,000 3,000 $ -0-
Vice President-Finance, 1997 $ 25,385 -0- $ -0-
Treasurer and Chief 1996 -0- -0- $ -0-
Financial Officer
Mark E. Neubauer (4) 1998 $112,500 -0- $ -0-
Vice President-Sales 1997 $ 7,212 -0- $ -0-
and Marketing 1996 -0- -0- $ -0-
</TABLE>
(1) Options to purchase Class B Common Stock granted in 1996 at $7.625 per
share became exercisable on May 14, 1998.
(2) Represents the Company contribution to the Deferred Compensation Plan and in
the cases of Richard D. Levy and Harry A. Levy, also includes 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.
(3) Mr. Pivinski joined the Company on October 6, 1997. Amounts shown as
compensation for 1997 are for the period from such date through December 31,
1997.
(4) Mr. Neubauer joined the Company on December 1, 1997. Amounts shown as
compensation for 1997 are for the period from such date through December 31,
1997.
8
<PAGE> 10
DEFERRED COMPENSATION 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 participant employee's annual compensation. The Company's
contributions vest at the rate of 25% per year of employment. During the year
ended December 31, 1998, the Company contributed a total of $44,688 to the
Plan.
COMPENSATION OF DIRECTORS
Non-employee directors are compensated $12,000 per year and are reimbursed
for travel expenses in connection with their attendance at meetings.
Non-employee directors also receive options under the Company 1994 Stock
Option Plan for non-employee directors (the "Director Option Plan"). An
aggregate of 20,000 shares of Class B Common Stock are available for grant
under the Director Option Plan. Each non-employee director will receive an
option to purchase an additional 1,200 shares after each Annual Meeting of
shareholders up to a maximum of options to purchase 6,000 shares. Each option
terminates on the 10th anniversary date of its grant. Participants are
entitled to exercise one-half of the options granted on the first anniversary
and one-half on the second anniversary of the date of grant.
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Potential
Realizable Value
At Assumed Rates
Of Stock
Appreciation for
Number of Shares Percent of Total Option Term
Underlying Options Granted Exercise Price ----------------
Name Options Granted to Employees ($/Sh) Expiration Date 5% ($) / 10% ($)
---- --------------- ------------ ------ --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Joseph Pivinski 3,000 100% $2.25 December 14, 2003 $8,615 / $10,871
</TABLE>
9
<PAGE> 11
OTHER INFORMATION
During 1998, the Company had an Audit Committee of its Board of
Directors consisting of Paul R. Lehrer and George R. Richards, an Executive
Committee consisting of Richard D. Levy, Harry A. Levy and Mark Levy, and a
Compensation Committee consisting of Paul R. Lehrer and George R. Richards. The
Audit and Compensation Committees each met four times and the Executive
Committee met one time in 1998. It is anticipated that 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.
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 1998.
The Executive Committee 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.
10
<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 except for the Chairman of the
Board who shall have a salary reduction of 10%. 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. No bonuses
were paid to such executives in 1998.
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 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.
The Committee granted options to purchase 3000 shares Class B Common Stock
to Joseph Pivinski in December 1998. Such options are exercisable anytime after
December 14, 2000 and before December 14, 2003 at an exercise price of $2.25 per
share.
Section 162(m) of the Internal Revenue Code imposes a limitation on the
Company's ability to deduct from income tax annual compensation in excess of $1
million paid to certain employees, generally the chief executive officer and the
four other most highly compensated officers. The Committee intends to structure
compensation that rewards performance while preserving maximum deductibility of
all compensation awards. It is not anticipated that compensation realized by any
executive officer under programs now in effect will result in a material loss of
tax deductions.
The Compensation Committee
Paul R. Lehrer and George R. Richards
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries, nor does any executive officer of the
Company serve as an officer, director or member of the compensation committee of
any entity one of whose executive officers or directors is a director of the
Company.
11
<PAGE> 13
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
INDEXED RETURNS
BASE YEARS ENDING
PERIOD
COMPANY NAME/INDEX DEC 93 DEC 94 DEC 95 DEC 96 DEC 97 DEC 98
==================================================================================================
<S> <C> <C> <C> <C> <C> <C>
ORIOLE HOMES CORP - CL B 100 62.66 56.86 64.98 40.61 22.05
S&P 500 INDEX 100 101.32 139.40 171.40 228.59 293.91
PEER GROUP 100 52.74 41.64 62.42 122.10 74.19
</TABLE>
(*) Based on a $100 investment in the stock of Oriole, the S&P 500 Index and
the stock of the Company's Peer Group. Total return assumes the reinvestment
of dividends. The Peer Group is composed of Fairfield Communities Inc.,
Orleans Homebuilders Inc. (Formerly FPA Corp.), Schuler Homes Inc., Starrett
Corp. (ACQ 2/13/98 by Starrett Acquisition), Sundance Homes Inc. and Zaring
National Corp. (formerly Zaring Homes Inc.). These companies are engaged in
the construction of single-family homes and condominiums and had sales
volume of approximately $40 million-$125 million in 1998.
12
<PAGE> 14
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.
STOCKHOLDERS PROPOSALS
Shareholders who intend to present proposals at the annual meeting in 2000
and who wish to have such proposals included in the Company's proxy statement
for that meeting must be certain that such proposals are received by the
Secretary of the Company by December 22, 1999 Such proposals must meet the
requirements set forth in the rules and regulations of the SEC in order to be
eligible for inclusion in the proxy statement for the 2000 annual meeting.
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.
Whether or not you plan to attend the meeting, kindly date and sign the
enclosed proxy card(s) and return in the enclosed envelope.
By order of the Board of Directors
Harry A. Levy, Secretary
13
<PAGE> 15
APPENDIX A
<TABLE>
<CAPTION>
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 12, 1999 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.
<S> <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, H.A. Levy and M. Levy
*(INSTRUCTION: To withhold authority to vote for any individual nominees, strike out that nominee's name above.)
2. To transact 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.
(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 21, 1999 and a copy of the Annual Report for the year ended December 31, 1998.
Dated:_________________________, 1999
________________________________________________
Signature
NOTE When signing as Executor, Administrator, Trustee, Guardian, etc., please add full title.
(Sign Exactly as name appears on this proxy.)
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<PAGE> 16
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<CAPTION>
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 12, 1999 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.
<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 [ ]
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 transact 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.
(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 21, 1999 and a copy of the Annual Report for the year ended December 31, 1998.
Dated:_________________________, 1999
________________________________________________
Signature
NOTE When signing as Executor, Administrator, Trustee, Guardian, etc., please add full title.
(Sign Exactly as name appears on this proxy.)
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