Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Preliminary proxy statement
(X) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
Ridgewood Properties, Inc.
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
Karen S. Hughes
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(i)(2)
( ) $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)
( ) Fees computed on table below per Exchange Act Rules
14a-6(i)(4) 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: (1)
-------------------------------------------
(4) Proposed maximum aggregate value of transaction:
___________________________________________
( ) 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:
-----------------------------------------
- ---------
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
Ridgewood Properties, Inc.
2859 Paces Ferry Road
Suite 700
Atlanta, Georgia 30339
January 5, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders of Ridgewood Properties, Inc. on Tuesday, January 16,
1996 at 10:00 a.m. at the offices of Ridgewood Properties, Inc.,
2859 Paces Ferry Road, Suite 700, Atlanta, Georgia 30339. The
formal Notice of the Annual Meeting of Shareholders and the proxy
statement are attached. Please read them carefully.
It is important that your shares be voted at the meeting. If
you do not plan to attend, please complete the enclosed proxy card
by indicating your vote on the issues presented and sign, date and
return the proxy in the prepaid envelope provided. If you are able
to attend the meeting and wish to vote in person, you may withdraw
your vote on the issues presented and sign, date and return the
proxy in the prepaid envelope provided.
Sincerely,
s/ N. R. Walden
N. Russell Walden
President
<PAGE>
RIDGEWOOD PROPERTIES, INC.
2859 Paces Ferry Road, Suite 700
Atlanta, Georgia 30339
(404) 434-3670
________________________________
Notice of Annual Meeting of Shareholders
January 16, 1996
__________________________
To the Shareholders of Ridgewood Properties, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
(together with any adjournments or postponements thereof, the
"Meeting") of Ridgewood Properties, Inc. (the "Company") will be
held at 10:00 a.m., Eastern Standard Time on Tuesday, January 16,
1996, at the offices of the Company, 2859 Paces Ferry Road, Suite
700, Atlanta, Georgia 30339, for the following purposes:
1. To elect four directors of the Company to hold office until the
next Annual Meeting of Shareholders or until the election and
qualification of their successors; and
2. To transact such other business as may properly come before the
Meeting.
Please complete the proxy card which is enclosed and return it
promptly. If you are able to attend the meeting and wish to vote in
person, you may withdraw your proxy at that time.
The record date for determining shareholders entitled to notice
of, and to vote at, the Meeting has been fixed as the close of
business on December 20, 1995. A list of such shareholders will be
open for the examination of any shareholder, for any purpose germane
to the meeting, for a period of at least 10 days prior to the
Meeting, during ordinary business hours, at 2859 Paces Ferry Road,
Suite 700, Atlanta, Georgia 30339, and will be available at the
Meeting. A copy of our Annual Report for the fiscal year ended
August 31, 1995 is enclosed. The Annual Report is not a part of the
proxy soliciting material enclosed with this Notice.
By Order of the Board of Directors
Karen S. Hughes, Secretary
Atlanta, Georgia
January 5, 1996
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT.
IMPORTANT
Whether or not you expect to be present at the meeting, please mark,
date and sign the enclosed proxy and return it in the envelope which
has been provided. In the event you are able to attend the meeting,
you may revoke your proxy and vote your shares in person.
<PAGE>
RIDGEWOOD PROPERTIES, INC.
2859 Paces Ferry Road, Suite 700
Atlanta, Georgia 30339
_______________________________
PROXY STATEMENT For ANNUAL MEETING OF SHAREHOLDERS
To Be Held January 16, 1996
______________________________________________________
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement (the "Proxy Statement") and the
accompanying form of proxy are being furnished to the shareholders
of Ridgewood Properties, Inc. ("Ridgewood" or the "Company") in
connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") from holders of its
outstanding common stock, par value $.01 per share (the "Common
Stock"), for use at the Annual Meeting of Shareholders of the
Company (the "Meeting") to be held on January 16, 1996 at 10:00 a.m.
at the offices of the Company, 2859 Paces Ferry Road, Suite 700,
Atlanta, Georgia 30339, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy
Statement is first being mailed to shareholders of the Company on or
about January 5, 1996.
Shares of Common Stock represented by properly executed
proxies, unless such proxies previously have been revoked, will be
voted in accordance with the instructions indicated in the proxies.
If no instructions are indicated, such shares will be voted in favor
of (FOR) each of the proposals specified herein, and in the
discretion of the proxy holder as to any other matters that may
properly come before the Meeting. A shareholder who has given a
proxy may revoke it at any time prior to the voting thereof at the
Meeting by filing with the Secretary of the Company, at or prior to
the Meeting, a written revocation or a duly executed proxy bearing a
later date. In addition, a proxy may be revoked in person by any
shareholder present at the Meeting prior to the voting of such
proxy. Attendance at the Meeting, however, will not in itself
constitute the revocation of a proxy.
The cost of soliciting proxies will be borne by the Company.
In addition to solicitations by mail, officers and regular employees
of the Company may solicit proxies personally and by telephone,
telegraph or other means for which they will receive no compensation
in addition to their normal compensation. Arrangements may also be
made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation material to the
beneficial owners of stock held of record by such persons, and the
Company shall reimburse them for their reasonable out-of-pocket and
clerical expenses.
RECORD DATE AND VOTING SECURITIES
The Board has fixed the close of business on December __, 1995
as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Meeting. On
that date, 1,088,480 shares of the Common Stock were outstanding and
entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote. On the record date, the Company also had
450,000 shares of Series A Convertible Preferred Stock ("Preferred
Stock") (see "Certain Relationships and Related Transactions")
outstanding. The stock is held by Triton Group Ltd., and so long as
a minimum of 50,000 shares of Preferred Stock is outstanding, Triton
shall be entitled to elect one additional director to serve on the
Board. Additionally, as long as Triton is the holder of the minimum
50,000 shares of Preferred Stock and both John C. Stiska and Michael
M. Earley are officers of Triton, then the Board shall consist of
four members, two of which would be Mr. Stiska and Mr. Earley (and
wherein either Mr. Stiska or Mr. Earley is considered to be the
additional director to which Triton is entitled to elect). The
Company has no other outstanding voting securities.
The presence at the Meeting, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of Common
Stock is necessary to constitute a quorum. Subject to the rights of
the holders of the Preferred Stock, a quorum being present, the
affirmative vote of a plurality of the holders of the shares of
Common Stock present, in person or by proxy, at the Meeting, is
required for the election of a nominee as a director as set forth in
Proposal I hereof. If a broker indicates on the proxy that it does
not have discretionary authority as to certain shares of Common
Stock to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that
matter. Under Delaware law, the aggregate number of votes entitled
to be cast by all shareholders present in person or represented by
proxy at the Meeting, whether those shareholders vote "for",
"against" or abstain from voting, will be counted for purposes of
determining the minimum number of affirmative votes required for
approval of a proposal. The total number of votes cast "for" a
proposal will be counted for purposes of determining whether
sufficient affirmative votes have been cast. Abstentions from
voting on a proposal by a shareholder present in person or
represented by proxy at the Meeting are treated as votes against a
proposal.
PROPOSAL I: ELECTION OF DIRECTORS
Four directors of the Company are to be elected at the Meeting
to serve until the next annual meeting of shareholders or until
their respective successors shall have been elected and qualified.
Unless authority to vote for one or more directors is withheld, it
is intended that shares of Common Stock represented by proxies in
the accompanying form will be voted for the election of the persons
listed below or, if any such person shall unexpectedly become unable
or unwilling to accept nomination or election, for the election of
such other person(s) as the Board may recommend in his place. All
of the persons listed below are currently directors of the Company
and are nominees for re-election.
The Board unanimously recommends that the Company shareholders
vote FOR each of the nominees listed below.
Nominees for Director
MICHAEL M. EARLEY
Mr. Earley, age 40, was appointed as a director of the Company
to fill the vacancy created by the resignation of Mr. Charles R.
Scott in June 1993. Mr. Earley served as Senior Vice President and
Chief Financial Officer of Intermark, Inc. ("Intermark") from
October 1991 until June 1993, as Senior Vice President and Chief
Financial Officer of Triton Group Ltd. ("Triton"), a diversified
holding company, until July 1, 1994, and has served as President and
Chief Operating Officer of Triton since July 1, 1994. See "Certain
Relationships and Related Transactions." He previously held
positions as Vice President - Corporate Development of Intermark
from 1988 to 1991, and as Vice President from 1987 to 1988. From
1986 to 1988, he served as Vice President and Chief Financial
Officer of Triton, and has served as a director of Triton since June
1992.
LUTHER A. HENDERSON
Mr. Henderson, age 75, has been a director of the Company since
its formation in 1985. He served as a director of CMEI, Inc.
("CMEI"), the Company's predecessor, from September 1983 to December
1985. He served as a director of Pier 1 Imports Inc., a commercial
retailer, from February 1980 to June 1993. Mr. Henderson is a
member of the Board of Directors of Beeba's Creations, Inc. and is
President of Pirvest, Inc.
JOHN C. STISKA
Mr. Stiska, age 53, was appointed as a director of the Company
in December 1992. He served as President and a director of
Intermark from June 1990 until June 1993, as President and Chief
Executive Officer of Triton until July 1, 1994, as a director since
August 1990, and as Chairman and Chief Executive Officer since July
1, 1994. See "Certain Relationships and Related Transactions." Mr.
Stiska was a practicing lawyer for 20 years, and a partner in the
San Diego office of the law firm of Brobeck, Phleger & Harrison from
1987 to 1990, prior to which he was a partner in the law firm of
Aylward, Kintz, Stiska, Wassenaar & Shannahan from 1981 to 1987. He
served as Special Counsel to the Board of Directors of Intermark for
15 years, and served, on an interim basis, as President of Triton,
then an affiliate of Intermark, from March 1986 until June 1987. He
is also a director of BioSafety Systems, Inc., Block Medical, Inc.,
Laser Power Corp., Rehabilitation Technologies, Inc., Sciteq
Electronics, Inc. and Simplicity Holdings, Inc.
N. RUSSELL WALDEN
Mr. Walden, age 57, is President and Chief Executive Officer of
the Company and has been a director of the Company since its
formation in 1985. Mr. Walden was a director of Sunbelt Nursery
Group, Inc. from 1983 until 1990. He is the former President, Chief
Executive Officer and Director of CMEI and a former director of Pier
1 Imports Inc.
ADDITIONAL INFORMATION
Beneficial Ownership of the Company's Securities
The following table sets forth information as of the Record
Date regarding the beneficial ownership of the capital stock of the
Company by (a) each director, director nominee and executive officer
named in the Summary Compensation Table (elsewhere herein) of the
Company, (b) each beneficial owner of more than 5% of the Common
Stock of the Company, and (c) all directors and executive officers
as a group. Except as otherwise indicated, each individual or group
named has sole investment and voting power with respect to the
securities shown. No other individual or entity is known to own
more than 5% of the Company's voting securities.
<TABLE>
<CAPTION>
Amount Percent
Name and Address of Title of Beneficially of Class
Beneficial Owner Class Owned
<S> <C> <C> <C>
N. Russell Walden Common Stock 892,500 (1) 56.6%
Ridgewood Properties,
Inc.
2859 Paces Ferry Road
Suite 700
Atlanta, GA 30339
Karen S. Hughes Common Stock 145,440 (1) 12.0%
Ridgewood Properties,
Inc.
2859 Paces Ferry Road
Suite 700
Atlanta, GA 30339
Wayne W. McAteer Common Stock 100,000 9.2%
Wesley Hotel Group
2859 Paces Ferry Road
Suite 700
Atlanta, GA 30339
Luther A. Henderson Common Stock 54,300(1) 4.9%
5608 Malvey Avenue
Suite 104-A
Fort Worth, TX 76107
Triton Group Ltd. Series A 450,000(2) 100%
550 West C Street Convertible
Suite 1880 Preferred Stock
San Diego, CA 92101
Michael M. Earley Series A 450,000(2) 100%
Convertible
Preferred Stock
John C. Stiska Series A 450,000(2) 100%
Convertible
Preferred Stock
All executive officers
and directors as Common Stock 1,251,520 53.5%
a group (7 persons)
Directors and executive Series A 450,000(2) 100%
officers as a group Convertible
Preferred Stock
<FN>
_________________
(1) Includes shares deemed to be outstanding for those persons
who have the right to acquire beneficial ownership of
such shares within sixty days of the record date through the
exercise of stock options. Any shares not outstanding which
are subject to such options are deemed to be outstanding
for the purpose of computing the percentage of outstanding
shares of the class owned by such person but are not deemed to
be outstanding for the purpose of computing the percentage of
the class by any other person. Of the shares deemed to be
beneficially owned by the directors and officers as shown
above, the following were the shares deemed to be outstanding
for those persons who have the right to acquire beneficial
ownership through the exercise of stock options: N. Russell
Walden - 187,500 shares; Karen S. Hughes - 120,000 shares;
Luther A. Henderson - 13,500 shares; all executive officers
and directors as a group - 666,000 shares.
(2) Triton Group Ltd. holds 450,000 shares of the Company's Series
A Convertible Preferred Stock. See "Change of Control" below
for further discussion.
</FN>
</TABLE>
Change of Control
Triton Group Ltd. ("Triton") holds 450,000 shares of the
Company's Series A Convertible Preferred Stock, $1.00 par value
per share, (the "Preferred Stock"), which were issued in
connection with the purchase by the Company of the 4,380,000 shares
of Common Stock held by Triton. See "Certain Relationships
and Related Transactions." Each share of the Preferred Stock
is convertible into three shares of Common Stock, subject to
certain antidilution adjustments, either upon default in the
payment of dividends on the Preferred Stock or at the end of two
years following the date of its issuance. Following Triton's sale
of the Common Stock, but without consideration of the prospective
effect, if any, of the conversion or retirement of the
Preferred Stock, 60.3% of the outstanding Common Stock
(including shares that may be acquired upon the exercise of stock
options) became beneficially owned by N. Russell Walden,
President of the Company, who may be said to have acquired control
of the Company as a result of Triton's sale of Common Stock.
Meetings and Committees of the Board
The Board has established an Audit Committee, a Compensation
Committee and a Stock Option Committee, but does not have a
nominating committee.
During fiscal year 1995 the Board met on two occasions. Each
of the directors attended both of the meetings of the Board and the
committees on which he served and which were held during the periods
that he served as a director or member of such committee.
Committees
The Audit Committee reviews the professional services and
independence of the Company's certified public accountants, the
results of the Company's internal audits, and the Company's
accounts, procedures and internal controls. The committee is
composed of Michael M. Earley, Luther A. Henderson and John C.
Stiska. The Audit Committee met once during fiscal year 1995.
The Compensation Committee, which met once during the 1995
fiscal year, is responsible for reviewing matters relative to and
making recommendations to the Board concerning compensation of the
Company's officers, directors and employees. The present members
of the Compensation Committee are Michael M. Earley, Luther A.
Henderson and John C. Stiska.
The Stock Option Committee, which did not meet during the 1995
fiscal year, is responsible for administering the Company's Stock
Option Plan. The present members of the Stock Option Committee are
Michael M. Earley and John C. Stiska.
CERTAIN LEGAL PROCEEDINGS
On May 2, 1995 a complaint was filed in the Court of Chancery
of the State of Delaware (New Castle County) entitled William N.
Strassburger v. Michael M. Early, Luther A. Henderson, John C.
Stiska, N. Russell Walden, and Triton Group, Ltd., defendants, and
Ridgewood Properties, Inc., nominal defendant, C.A. No. 14267 (the
"Complaint"). The plaintiff is an individual shareholder of the
Company who purports to file the Complaint individually,
representatively on behalf of all similarly situated shareholders,
and derivatively on behalf of the Company. The Complaint challenges
the actions of the Company and its directors in consummating the
Company's August 1994 repurchases of its common stock held by Triton
Group, Ltd. and Hesperus Partners Ltd. in five counts, denominated
Waste of Corporate Assets, Breach of Duty of Loyalty to Ridgewood,
Breach of Duty of Good Faith, Intentional Misconduct, and Breach of
Duty of Loyalty and Good Faith to Class.
The Complaint seeks (a) permission of the court to proceed as a
class action with respect to one count; (b) rescission of the
repurchase of Triton's Ridgewood common stock, together with
recovery (to Ridgewood) of the approximately $8 million in cash and
the shares of the preferred stock received by Triton in the
repurchase, or in the alternative, unspecified restitution or
damages to Ridgewood resulting from the Triton repurchase; (c)
unspecified restitution or damages to Ridgewood resulting from the
Hesperus repurchase; (d) unspecified damages to Ridgewood resulting
from the alleged breaches of the defendants' duties of loyalty and
good faith and their alleged intentional misconduct; (e) unspecified
damages for any separate injury allegedly suffered by members of the
purported class; and (f) the plaintiff's costs and expenses of this
litigation, including attorneys' fees.
The Company has answered the Complaint, denying all allegations
of wrongdoing either on its part or that of its directors. The
Company's management believes the claims made in the Complaint are
without merit, and that the shareholders of Ridgewood benefited from
the challenged transactions. Management intends to vigorously
contest this matter.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Directors' Compensation
Directors who are not employees of the Company receive a
retainer of $13,200 per year plus $800 for each Board meeting
attended. All directors are reimbursed for expenses incurred in
connection with attending Board and committee meetings.
Executive Compensation
The following Summary Compensation Table sets forth the
compensation for the past three years of the Company's
executive officer whose cash compensation exceeded $100,000 for
services rendered in all capacities to the Company and its
subsidiaries during or with respect to the 1995 fiscal year.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation Securities
Name and Fiscal Underlying All Other
Principal Position Year Salary Bonus Options(#)
Compensation(1)
<S> <C> <C> <C> <C> <C>
N. Russell 1995 $200,000 $ 0 0 $4,500
Walden . . .
President & 1994 200,000 0 375,000 4,500
Chief
Executive 1993 200,000 0(2) 150,000 0
Officer
<FN>
_______________
(1) The amounts shown in this column consist of Company
matching contributions on behalf of the named person under
the Ridgewood Properties Employee Savings Plan. Information
for years prior to fiscal 1994 is not required to be
disclosed.
(2) For fiscal year 1993, Mr. Walden was entitled to a bonus
of approximately $22,000, which was calculated pursuant to
Mr. Walden's Employment Agreement with the Company, based
upon pre-tax profits and pre-tax gains from real estate
transactions and operations of the Company during the fiscal
years. Mr. Walden elected to forego the bonus in light
of the poor economic performance of the Company.
</FN>
</TABLE>
Option Grants in Last Fiscal Year
There were no stock options granted during fiscal year 1995 to
the executive officer named in the Summary Compensation Table.
Aggregated Stock Option Exercises in Fiscal Year 1995 and
Fiscal Year-End Option Values
The following table sets forth information concerning options
exercised during 1995 by the executive officer named in the Summary
Compensation Table and the value of unexercised options held by him
as of August 31, 1995. No options were exercised by Mr. Walden
during the year ended August 31, 1995.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Year-End (#) Fiscal Year-End($)(1)
NAME Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
N. Russell 487,500 37,500 $516,000 $15,750
Walden
<FN>
(1) The value determined herein was calculated based on the average
of the bid and ask prices of the Common Stock on August 31,
1995.
</FN>
</TABLE>
Employment and Termination Agreements
Pursuant to an Employment Agreement entered into between N.
Russell Walden and the Company (the "Employment Agreement"), Mr.
Walden receives a salary which is subject to annual review by the
Board, and may be adjusted by the Board in its sole discretion. Mr.
Walden currently receives an annual base salary of $200,000. The
Employment Agreement contains terms upon which Mr. Walden may be
entitled to a bonus. The calculation is based upon pre-tax profits
and pre-tax gains from real estate transactions and operations of
the Company during the fiscal year. There was no bonus earned for
fiscal year 1995 pursuant to this Agreement. The Employment
Agreement also provides for certain fringe benefits, as well as
benefits under employee benefit plans maintained by the Company.
The Employment Agreement may be terminated upon notice by either the
Company or Mr. Walden.
In August 1991, Mr. Walden entered into a post-employment
consulting agreement (the "Consulting Agreement") which provides
that in the event of the termination of his employment (other than
termination for cause or voluntary resignation for other than good
reason), he will be retained by the Company for a period of one
year as a consultant. In exchange for consulting services, Mr.
Walden will receive an annual fee equal to his annual base salary at
the time of termination, payable in equal monthly installments
during the term of the Consulting Agreement. The Consulting
Agreement also provides for the continuation of certain medical and
other employee benefits. In the event Mr. Walden obtains a new job
during the term of the Consulting Agreement, the agreement provides
a formula by which the payments to Mr. Walden may be reduced.
Supplemental Retirement and Death Benefit Plan
The Ridgewood Properties, Inc. Supplemental Retirement and
Death Benefit Plan (the "SERP") was adopted, effective January 1,
1987, to provide supplemental retirement benefits for selected
employees of the Company. Currently, only one employee of the
Company is a participant in the SERP. Although the SERP is an
unfunded plan, the Company has acquired cash-value life insurance on
the life of the participant and, if mortality, interest and policy
dividend assumptions are correct, the Company will recover from the
life insurance the cost of the premiums paid thereunder and the cost
of the SERP benefits.
Estimated annual benefits payable upon separation from
employment, determined using the SERP formula, are equal to 50% of
the participant's "final three-year average compensation," defined
under the SERP as salary plus bonus, commissions and any amounts
deferred under any deferred compensation plan, less the total of the
participant's (i) Primary Social Security benefit for the period
during which benefits are to be paid and (ii) certain benefits
provided under the qualified retirement plans of the Company or
Triton. Benefits vest at the rate of 10% for each year of credited
service for the Company or Triton, with up to five years of credited
service permitted at the time the SERP was adopted. Benefits are
paid monthly over a 15-year period, and commence within 45 days of a
participant's retirement. If the participant's employment terminates
before scheduled retirement, benefit payments commence within 30
days of the participant reaching age 65. The form of benefit
payment under the SERP may be modified at the discretion of the
Pension Committee, which administers the SERP.
The SERP also provides for payment of a pre-retirement lump sum
death benefit to the participant's beneficiary of 600% of the
participant's final annual compensation if the participant is in the
Company's employ or is less than age 65 and totally and permanently
disabled as of his date of death, and a post-retirement lump sum
death benefit to the participant's beneficiary of 200% of the
participant's final annual compensation if death occurs after the
participant has retired from the Company or has attained age 65
after becoming totally and permanently disabled.
Mr. Walden, the sole participant, is 100% vested in the SERP,
and the amount of his remuneration covered by the SERP for 1995 is
$200,000. This amount represents actual cash paid during 1995,
regardless of when the amounts were earned.
BOARD REPORT ON EXECUTIVE COMPENSATION
Executive Compensation Program
The annual compensation for executive officers consists of a
base salary and an annual bonus that may be awarded at the
discretion of the Board. The Board uses both individual
performance, performance of the operations for which the executive
is responsible and the overall Company performance when awarding any
discretionary bonuses. There were no discretionary bonuses awarded
relating to fiscal year 1995.
Salaries are based upon a subjective determination of the
responsibilities and performance of the executives and are reviewed
on an annual basis.
Chief Executive Officer Compensation
The Chief Executive Officer's base salary for fiscal year 1995
was subjectively determined based upon his responsibilities and
performance, and is reviewed on an annual basis. Because of the
lack of overall profits for the Company, the Board (without the
participation of Mr. Walden) determined that while the Chief
Executive Officer's performance remained excellent through the
difficult economic times the Company is experiencing, no increase in
salary from the prior fiscal year was warranted.
The Chief Executive Officer is subject to an Employment
Agreement which specifies how bonuses, if any, are calculated and
are based on pre-tax profits of the Company and pre-tax gains from
real estate sales during the fiscal year. There was no bonus earned
for fiscal year 1995 under this agreement.
The foregoing report is submitted by the members of the Board
of Directors: Michael M. Earley, Luther A. Henderson, John C.
Stiska and N. Russell Walden.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consists of Michael M.
Earley, Luther A. Henderson and John C. Stiska. Mr. Walden, the
President and Chief Executive Officer of the Company, participated
in deliberations concerning executive officer compensation during
fiscal year 1995 in his capacity as a member of the Board. He did
not, however, participate in any decisions regarding his own
compensation as an executive officer of the Company.
PERFORMANCE GRAPH
Comparison of Shareholder Return on Investment
The following graph compares the percentage change in the
cumulative total shareholder return on the Common Stock for the 1991
through 1995 fiscal years, as of each fiscal year end, with (i) the
cumulative total return (assuming reinvestment of dividends) of the
Russell 2000 Index, a broad equity market index, and (ii) the
cumulative total return (assuming reinvestment of dividends) of a
peer group of real estate companies as provided by Dow Jones ("Dow
Jones Peer Group"). The returns of each company in the Dow Jones
Peer Group has been weighted to reflect relative stock market
capitalization as of the beginning of the measurement period. The
Dow Jones Peer Group consists of Catellus Development, Federal
Realty Investment Trust, Host Marriott Corp., Meditrust, Newhall
Land, New Plan Realty Trust, Rockefeller Center Properties, Rouse
Co., and Weingarten. The Company believes that the Dow Jones Peer
Group represents similar businesses to the Company at the beginning
of the five-year period.
<PAGE>
Comparison of Five-Year Cumulative Total Return Among
Ridgewood Properties, The Russell 2000 Index, and Peer Group
(Graph Appears Here)
<TABLE>
<CAPTION>
Measurement
Period Dow Jones Ridgewood Russell 2000
<S> <C> <C> <C>
1990 100 100
99 105
123 135
118 133
1991 111 141
110 147
112 155
102 148
1992 92 151
100 166
111 170
102 172
1993 114 181
117 183
116 181
121 177
1994 116 184
114 100 182
121 81 187
126 73 196
1995 129 73 204
</TABLE>
The Company's Common Stock was deleted from the NASDAQ National
Market System in June 1989 due to the lack of two required market
makers. Due to an absence of an established public trading market
in the stock, the Company's yearly percentage change in the
cumulative total shareholder return on the Common Stock subsequent
to June 1989 cannot be determined accurately.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company was organized in October 1985 and is the successor
in interest to the real estate operations of CMEI, which was a
wholly-owned subsidiary of Pier 1 Inc. ("Pier 1"). In December
1985, Pier 1 distributed to its shareholders the Common Stock; as a
result of this spin off, Intermark acquired a 48% interest in the
Company. On June 25, 1993, Intermark merged into its wholly-owned
subsidiary, Triton, pursuant to their Joint Plan of Reorganization
in the United States Bankruptcy Court. The holders of unsecured
debt of Intermark and Triton received 99% of the new Triton common
stock, with the remaining 1% distributed to the current equity
holders of Intermark. A change of control of the Company is deemed
to have occurred due to the implementation of the bankruptcy plan.
On August 15, 1994, the Company purchased all (4.38 million) of
the shares (the "Triton Shares") of the Company's Common Stock held
by the Company's then-majority stockholder, Triton. The Triton
Shares represented 74.4% of the 5.88 million shares of Common Stock
outstanding prior to the consummation of the transaction. In
consideration for the Triton Shares, the Company paid cash and
issued 450,000 shares of Preferred Stock. The Preferred Stock is
redeemable by the Company at $8.00 per share. The Preferred Stock
accrues dividends at $0.40 per share annually for the first two
years and at a rate of $0.80 per share annually thereafter.
Dividends are payable quarterly commencing on November 1, 1994.
Each share of Preferred Stock is convertible into three shares of
the Company's Common Stock either upon default of the dividend
payments or at the end of two years and is subject to certain
antidilution adjustments. In the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or
involuntary, the holders of the shares of Preferred Stock shall be
entitled to receive $8.00 per share of Preferred Stock plus all
dividends accrued and unpaid thereon. So long as a minimum of
50,000 shares of Preferred Stock is outstanding, Triton shall be
entitled to elect one additional director to serve on the Board.
Additionally, as long as Triton is the holder of the minimum 50,000
shares of Preferred Stock and both John C. Stiska and Michael M.
Earley are officers of Triton, then the Board shall consist of four
members, two of which would be Mr. Stiska and Mr. Earley (and
wherein either Mr. Stiska or Mr. Earley is considered to be the
additional director to which Triton is entitled to elect).
Each of the Company's directors has or has had business
relationships with Triton and its current or former affiliates. See
"PROPOSAL I: ELECTION OF DIRECTORS -- NOMINEES FOR DIRECTOR."
Filings Under Section 16(a) of the Securities Exchange Act
of 1934
Section 16(a) of the Securities Exchange Act of 1934 ("1934
Act") requires that Ridgewood's officers and directors and persons
who own more than 10% of the Common Stock file reports of ownership
and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10% shareholders
are required by SEC regulation to furnish Ridgewood with copies of
all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received
by it, and/or written representations from certain reporting persons
that no Forms 5 were required for those persons, Ridgewood believes
that during the fiscal year ended August 31, 1995, all filing
requirements applicable to its officers, directors and greater than
10% beneficial owners with respect to Section 16(a) of the 1934 Act
were satisfied.
Relationship with Independent Auditors
The Board annually selects independent public accountants to
serve as auditors for the upcoming fiscal year. The Board plans to
select auditors for fiscal year 1996 at its annual meeting following
the Meeting.
The Board appointed Price Waterhouse LLP as auditors for the
Company and its wholly-owned subsidiaries for fiscal year 1995. A
representative of Price Waterhouse LLP is expected to be present at
the Meeting and will be given the opportunity to make a statement if
he so desires and to respond to appropriate questions from
shareholders.
Shareholders' Proposals for 1997 Annual Meeting
Shareholders may submit proposals on matters appropriate for
shareholder action at subsequent annual meetings of the Company
consistent with Rule 14a-8 promulgated under the 1934 Act. For such
proposals to be considered at the 1996 Annual Meeting of
Shareholders, such proposals must be received by the Company not
later than August 1, 1996. Such proposals should be directed to Ms.
Karen Hughes, Secretary, Ridgewood Properties, Inc., 2859 Paces
Ferry Road, Suite 700, Atlanta, Georgia 30339. The Company reserves
the right to decline to include in the Company's proxy statement any
shareholder's proposal which does not comply with the rules of the
SEC for inclusion therein.
OTHER BUSINESS
The Board does not know of any matters to be presented for
action at the meeting other than as set forth in this Proxy
Statement. If any other business should properly come before the
Meeting, the persons named in the proxy intend to vote thereon in
accordance with their best judgment.
Each shareholder is urged to complete, date and sign the proxy
and return it promptly in the enclosed return envelope.
By Order of the Board of Directors
s/ Karen S. Hughes
Karen S. Hughes, Secretary
<PAGE>
Proxy Card
(Front)
RIDGEWOOD PROPERTIES, INC.
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR 1996
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Luther A. Henderson, N. Russell
Walden and Karen S. Hughes, each with the power to act without
the other and with full power of substitution, as Proxies to vote,
as designated below, all common stock of Ridgewood Properties,
Inc. (the "Company") owned by the undersigned at the Annual
Meeting of Shareholders to be held at the offices of the Company,
2859 Paces Ferry Road, Suite 700, Atlanta, Georgia 30339, on
Tuesday, January 16, 1996, at 10:00 a.m. (together with any
adjournment or postponement thereof (the "Meeting") upon such
business as may properly come before the Meeting, including the
following:
1. Election of Directors
( ) FOR all nominees listed below (except as indicated to
the contrary below).
( ) Michael M. Earley, Luther A. Henderson,
John C. Stiska, N. Russell Walden
( ) WITHHOLD AUTHORITY to vote for all the nominees
(Instruction: To withhold authority to
vote for any individual nominee, write the name of such
nominee(s) in the space
provided below.)
____________________________________________________________
2. In their discretion on any other matter that may properly
come before the Meeting.
<PAGE>
(back)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC
DIRECTION IS GIVEN, THE PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2
AND 3.
Dated: ___________________________________
________________________________________
Signature
________________________________________
(Signature if held jointly)
Please date, sign and mail promptly this proxy in the
enclosed envelope. Where there is more than one owner, each
should sign. When signing as an attorney, administrator, executor,
guardian, or trustee, please add your title as such.
If executed by a corporation, the proxy should be signed by a
duly authorized officer. If executed by a partnership, please
sign in the partnership name by an authorized person.
This proxy may be revoked prior to the exercise of the powers
conferred by the proxy.
THIS PROXY IS SOLICITED ON
BEHALF OF
THE BOARD OF DIRECTORS.
