<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:
[ ] Fee paid previously with preliminary materials:
[ ] 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 12, 2000
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 10, 2000 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 15,
2000 as the record date for the determination of Stockholders entitled to notice
of and to vote at the meeting.
By order of the Board of 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
April 12, 2000
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 12, 2000 to all stockholders of record on March 15,
2000.
The Annual Report of the Company for the fiscal year ended December 31,
1999 accompanies this Proxy Statement.
VOTING SECURITIES
The Company had 1,863,649 shares of Class A Common Stock (par value
$.10 per share) and 2,761,875 shares of Class B Common Stock (par value $.10 per
share) outstanding as of the record date, March 15, 2000. 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> 4
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 16, 2000 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) 625,464(2)(3) 33.6% 233,161(2)(3) 8.4%
Harry A. Levy(1) 641,538(2)(4) 34.4% 295,836(2)(4) 10.7%
Mark Levy(1) 95,622(5) 5.1% 90,217(5) 3.3%
FMR Corp. -- -- 261,800(6) 9.4%
82 Devonshire Street
Boston, MA 02109
Andrew J. McLaughlin, Jr 150,200(7) 8.1% 666,900(7) 24.2%
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10006
Dimensional Fund Advisors, Inc. 131,900(8) 7.1% 170,300(8) 6.2%
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
U.S.A. Fund Limited Partnership 117,400(9) 6.3% -- --
C/O Gordon, Feinblatt et al
233 East Redwood Street
Baltimore, MD 21202-3332
</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 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.
2
<PAGE> 5
(3) Includes 12,834 shares of Class A Common Stock and 22,184 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 2,210 shares of Class A Common Stock and 1,585 shares of Class
B Common Stock 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 to the extent held 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 261,800 shares of Class B
Common Stock pursuant to a Schedule 13G filed on February 14, 2000.
(7) Andrew J. McLaughlin, Jr., a registered representative of Loeb Partners
Corporation, a registered broker/dealer, in New York, NY, reported
beneficial ownership of 150,200 shares of Class A Common Stock and
666,900 shares of Class B Common Stock pursuant to a Schedule 13D filed
on January 6, 2000. Of the 666,900 shares of Class B Common Stock
disclosed on such Schedule 13D, 150,200 shares represent the shares of
Class A Common Stock assuming conversion into shares of Class B Common
Stock.
(8) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 131,900 shares of
Class A Common Stock and 170,300 shares of Class B Common Stock as of
December 31, 1999, pursuant to Schedule 13G filed on February 4, 2000,
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.
(9) USA Fund, whose sole general partner is World Total Return, Inc.,
reported ownership of 117,400 shares of Class A Common Stock pursuant
to Schedule 13D filed on November 19, 1999.
3
<PAGE> 6
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.
STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Common Stock Ownership at
March 16, 2000
-----------------------------------------------
Name Office Class A Class B
---- ------ --------------------- ---------------------
<S> <C> <C> <C> <C> <C>
Richard D. Levy (1) Chairman of the Board; 625,464 33.6% 233,161 8.5%
Director
Mark Levy (1) President of the Company; 95,622 5.1% 90,217 3.3%
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 -- -- 5,400(2) *
George R. Richards Director -- -- 1,800(3) *
Joseph Pivinski (4) Vice President-Finance, Treasurer -- -- -- --
and Chief Financial Officer
All Officers and Directors as a Group
(includes 10 persons) 939,486 50.4% 530,970 19.2%
</TABLE>
(*) Denotes less than 1%.
4
<PAGE> 7
(1) See footnotes (2), (3), (4) and (5) to the table under the caption
"Principal Holders".
(2) Represents beneficial ownership of 5,400 shares of Class B Common Stock
beneficially 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;
options to purchase 1,200 shares exercisable at $7.375 per share; and
options to purchase 600 shares exercisable at $4.50 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 20, 2000 at $4.50 per share, and 600 shares that will
be exercisable on May 12, 2000 and 600 shares that will be exercisable
on May 12, 2001, each at $1.9375 per share.
(3) Represents beneficial ownership of 1,800 shares of Class B Common Stock
beneficially owned pursuant to immediately exercisable option grants to
purchase 1,200 shares exercisable at $7.375 per share and options to
purchase 600 shares exercisable at $4.50 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 20, 2000 at $4.50 per share, and 600 shares that will be exercisable
on May 12, 2000 and 600 shares that will be exercisable on May 12, 2001,
each at $1.9375 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 cards 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.
5
<PAGE> 8
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.
DIRECTORS TO BE ELECTED BY HOLDERS OF CLASS A COMMON STOCK:
Richard D. Levy, age 70, 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 47, has served as President and Chief Operating Officer
since December 1984 and has been employed by the Company since January 1975.
Mark Levy is the son of Richard D. Levy.
Harry A. Levy, age 66, has served as Vice Chairman of the Board since
May 1991 and as Secretary of the Company since 1968. Mr. Levy is presently
devoting the majority of his time at the Company, in addition to overseeing
other family interests and investments. 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 50, is a partner in Colliers International, Inc., a
company engaged in commercial and industrial real estate asset management for
more than 20 years.
George R. Richards, age 66, 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 52, 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.
Christopher A. Feller, age 48, has served as Vice
President-Construction of the Company since 1985. From 1977 through 1984, Mr.
Feller was the Construction Manager at several communities developed by the
Company covering a variety of products.
Michael A. Rich, age 53, has served as Vice President-Sales & Marketing
since October 1999. From October 1997 until October 1999, Mr. Rich was employed
as Executive Vice President-Marketing and Sales of Avatar Retirement
Communities, Inc. From July 1975 through October 1997, Mr. Rich was Vice
President-Sales and Marketing of Hilcoast Development Corp., formerly Cenvil
Development Corp.
6
<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 Bonus Options/SARs(1) Compensation (2)
- --------------------------- ---- ------ ----- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Richard D. Levy 1999 $255,941 -0- -0- $16,683
Chairman of the 1998 $272,500 -0- -0- $14,330
Board and Chief 1997 $272,500 -0- -0- $13,206
Executive Officer
Mark Levy 1999 $272,500 -0- -0- $ 2,500
President and Chief 1998 $272,500 -0- -0- $ 2,500
Operating Officer 1997 $272,500 -0- -0- $ 2,310
Harry A. Levy 1999 $160,000 -0- -0- $ 9,590
Vice Chairman of the 1998 $160,000 -0- -0- $ 8,779
Board and Secretary 1997 $160,000 -0- -0- $ 8,048
Joseph Pivinski(3) 1999 $126,429 $8,700 -0- $10,727
Vice President-Finance, 1998 $120,000 -0- 3,000 $ -0-
Treasurer and Chief 1997 $ 25,385 -0- -0- $ -0-
Financial Officer
Christopher A. Feller 1999 $108,992 -0- -0- $ 1,635
Vice President- 1998 $108,992 -0- -0- $ 1,258
Construction 1997 $108,992 -0- -0- $ 2,180
</TABLE>
(1) Represents options to purchase Class B Common Stock granted in 1998 at
$2.25 per share exercisable on December 14, 2000.
(2) Represents the Company contribution to the Profit Sharing 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.
7
<PAGE> 10
PROFIT SHARING PLAN
Effective January 1, 1990, the Company established a defined profit
sharing 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, 1999, the Company contributed a
total of $45,577 to the Plan.
COMPENSATION OF DIRECTORS
Non-employee directors are compensated $12,000 per year and are reimbursed
for travel expenses in connection with their attendance at meetings.
Non-employee directors also receive options under the Company 1994 Stock Option
Plan for non-employee directors (the "Director Option Plan"). Under the Director
Option Plan 20,000 shares are authorized, of which 10,800 have been granted.
Each non-employee director will receive an option to purchase additional 1,200
shares after each Annual Meeting of shareholders up to a maximum of options to
purchase 12,000 shares. Each option terminates on the 10th anniversary date of
its grant. Participants are entitled to exercise one-half of the options granted
on the first anniversary and one-half on the second anniversary of the date of
grant.
OPTION GRANT IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value
At Assumed Rates
Of Stock
Appreciation for
Number of Shares Percent of Total Option Term
Underlying Options Granted Exercise Price -----------------
Name Options Granted to Employees ($/Sh) Expiration Date 5%($)/10%($)
---- ----------------- ---------------- -------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Michael A. Rich 10,000 100% $1.50 October 4, 2004 $19,144/$24,158
</TABLE>
8
<PAGE> 11
COMMITTEES
During 1999, 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 1999. 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 1999.
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. Its 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.
9
<PAGE> 12
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.
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, 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. A bonus of $8,700 was paid to Joseph Pivinski in 1999.
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.
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.
10
<PAGE> 13
<TABLE>
<CAPTION>
Base
Period
Company Name/Index Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
- ------------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
ORIOLE HOMES CORP -CL B 100 90.74 103.70 64.81 35.19 16.67
S&P INDEX 100 137.58 169.17 225.60 290.08 351.12
PEER GROUP 100 78.96 118.36 231.53 140.68 128.34
</TABLE>
[GRAPH]
(*) 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 $80 million-$235 million in 1999.
11
<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
2001 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 14, 2000. 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 2001 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
12
<PAGE> 15
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 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 10, 2000 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>
<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 adjourment 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)
<PAGE> 16
(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 12, 2000 and a copy of
the Annual Report for the year ended December 31, 1999.
Dated: ____________________________, 2000
-----------------------------------------
Signature
NOTE: When signing as Executor, Administrator, Trustee, Guardian, etc.,
please add full title.
(Sign Exactly as name appears on this proxy.)
<PAGE> 17
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 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 10, 2000 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>
<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 adjourment 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)
<PAGE> 18
(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 12, 2000 and a copy of
the Annual Report for the year ended December 31, 1999.
Dated: ____________________________, 2000
-----------------------------------------
Signature
NOTE: When signing as Executor, Administrator, Trustee, Guardian, etc.,
please add full title.
(Sign Exactly as name appears on this proxy.)
