<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
(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)(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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.:
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4) Date Filed:
------------------------------------------------------------------------
<PAGE>
THE ROTTLUND COMPANY, INC.
2681 LONG LAKE ROAD
ROSEVILLE, MINNESOTA 55113
July 24, 1997
Dear Shareholder of The Rottlund Company, Inc.:
You are cordially invited to attend the Annual Meeting of Shareholders of
The Rottlund Company, Inc. (the "Company"), to be held at the Crowne Plaza
Northstar Hotel, 618 Second Avenue South, Minneapolis, Minnesota, on Thursday,
September 4, 1997 at 3:30 p.m.
At the Annual Meeting you will be asked to elect directors and to ratify the
appointment by the Board of Directors of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending March 31, 1997.
I encourage you to vote FOR each of the nominees for director and FOR
ratification of the appointment of Arthur Andersen LLP. Whether or not you are
able to attend the Annual Meeting in person, I urge you to complete, sign, and
date the enclosed proxy card and return it promptly in the enclosed envelope. If
you do attend the meeting in person, you may withdraw your proxy and vote
personally on any matters brought properly before the meeting.
Very truly yours,
THE ROTTLUND COMPANY, INC.
David H. Rotter
PRESIDENT
<PAGE>
THE ROTTLUND COMPANY, INC.
2681 LONG LAKE ROAD
ROSEVILLE, MINNESOTA 55113
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
THE ROTTLUND COMPANY, INC.
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The
Rottlund Company, Inc. (the "Company") will be held at 3:30 p.m. on Thursday,
September 4, 1997 at the Crowne Plaza Northstar Hotel, 618 Second Avenue South,
Minneapolis, Minnesota, for the following purposes, as more fully described in
the accompanying proxy statement:
1. To elect seven directors of the Company, each for a term of one year and
until their successors shall be elected and duly qualified;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending March 31, 1998;
and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on July 15, 1997, are
entitled to notice of and to vote at the meeting.
Whether or not you expect to attend the meeting in person, please complete,
date, and sign the enclosed proxy exactly as your name appears thereon and
promptly return it in the envelope provided, which requires no postage if mailed
in the United States. Proxies may be revoked at any time and if you attend the
meeting in person, your executed proxy will be returned to you upon request.
By Order of the Board of Directors
David H. Rotter
PRESIDENT
Roseville, Minnesota
July 24, 1997
<PAGE>
THE ROTTLUND COMPANY, INC.
2681 LONG LAKE ROAD
ROSEVILLE, MINNESOTA 55113
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
SEPTEMBER 4, 1997
---------------------
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Rottlund Company, Inc. (the "Company")
for use at the Annual Meeting of Shareholders to be held at the Crowne Plaza
Northstar Hotel, 618 Second Avenue South, Minneapolis, Minnesota, on Thursday,
September 4, 1997 at 3:30 p.m., and at any adjournment thereof.
All shares represented by properly executed proxies received in time will be
voted at the meeting as follows, unless otherwise specified by the shareholder
in the proxy: (i) in favor of the election as directors of all of the nominees
listed herein; (ii) in favor of the selection of Arthur Andersen LLP as the
independent public accountants of the Company; and (iii) in accordance with the
judgment of the persons named in the proxy as to such other matters as may
properly come before the meeting. If an executed proxy card is returned and the
shareholder has abstained from voting on any matter, the shares represented by
such proxy will be considered present at the meeting for purposes of determining
a quorum and for purposes of calculating the vote, but will not be considered to
have been voted in favor of such matter. If an executed proxy is returned by a
broker holding shares in street name which indicates that the broker does not
have discretionary authority as to certain shares to vote on one or more
matters, such shares will be considered present at the meeting for purposes of
determining a quorum, but will not be considered to be represented at the
meeting for purposes of calculating the vote with respect to such matter.
Any shareholder who executes and returns a proxy may revoke it at any time
prior to the voting of the proxies by giving written notice to the Secretary of
the Company, by executing a later-dated proxy, or by attending the meeting and
giving oral notice to the Secretary of the Company.
The Board of Directors of the Company has fixed the close of business on
July 15, 1997 as the record date for determining the holders of outstanding
shares of common stock entitled to notice of, and to vote at, the Annual
Meeting. On that date, there were 5,745,110 shares of common stock issued and
outstanding. Each such share of common stock is entitled to one vote at the
meeting. The Notice of Annual Meeting, this proxy statement and the form of
proxy are first being mailed to shareholders of the Company on or about July 24,
1997.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of
the Company's common stock as of July 1, 1997, by (i) each person known to the
Company to own beneficially more than 5% of its common stock, (ii) each director
of the Company, (iii) each officer named in the executive compensation table of
this proxy statement, and (iv) all directors and officers as a group. Unless
otherwise indicated, each person in the table has sole voting and investment
power as to the shares shown.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- ----------------------------------------------------------- ----------------------- -----------
<S> <C> <C>
David H. Rotter............................................ 2,174,083(2)(3)(4)(5) 36.3%
2681 Long Lake Road
Roseville, MN 55113
Bernard J. Rotter.......................................... 2,142,583(3)(4)(5) 36.0%
2681 Long Lake Road
Roseville, MN 55113
Todd M. Stutz.............................................. 91,031(5) 1.5%
Lawrence B. Shapiro........................................ 84,187(5) 1.4%
John J. Dierbeck, III...................................... 72,067(5) 1.2%
Dennis J. Doyle............................................ 1,000(5) *
Scott D. Rued.............................................. 8,000(5) *
All directors and officers as a group (7 persons).......... 4,572,951(2)(3)(5) 76.6%
</TABLE>
- ------------------------
* Indicates ownership of less than 1% of the Company's outstanding common
stock.
(1) The securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the regulations
of the Securities and Exchange Commission and accordingly may include
securities owned by or for, among others, the spouse, children or certain
other relatives of such person as well as other securities as to which the
person has or shares voting or investment power or has the right to acquire
within 60 days after July 1, 1997. The same shares may be beneficially owned
by more than one person.
(2) Includes 806,500 shares held in constructive trust for the benefit of Mr.
David H. Rotter's former spouse, Shirley A. Rotter.
(3) Includes an aggregate of 522,000 shares held by children of Mr. David H.
Rotter and an aggregate of 525,000 shares held by the children of Mr.
Bernard J. Rotter and 100 shares held by the former spouse of Mr. David H.
Rotter and 100 shares held by the spouse of Mr. Bernard J. Rotter.
(4) Messrs. David H. Rotter and Bernard J. Rotter (the "Controlling
Shareholders") and their respective spouses, former spouses and children
have entered into a Shareholders' Agreement intended by them to preserve
continuity of ownership and control of the Company. Pursuant to a divorce
decree with respect to the divorce of Mr. David H. Rotter and his former
spouse, Ms. Shirley A. Rotter, 821,510 shares are being held in constructive
trust for Ms. Rotter. The divorce decree states that Mr. David H. Rotter's
rights pursuant to the Shareholders' Agreement are to remain in full force
and effect. The Shareholders' Agreement divides the Rotter families who own
shares into two groups the "DR Group" and the "BR Group." The members of the
groups, who own collectively 4,316,666 shares of common stock, so long as
they own their respective shares, have agreed to vote their shares in favor
of the election of Messrs. David H. Rotter and Bernard J. Rotter to the
Board of Directors of the Company and members of the respective groups have
further agreed to certain restrictions upon their ability to transfer or
otherwise dispose of their shares to third parties in the event of certain
voluntary lifetime transfers, upon death and in the case of involuntary
transfers if any of the members in the DR
2
<PAGE>
Group desire to dispose of their shares without the consent of Mr. David H.
Rotter, such member must first offer the shares to Mr. David H. Rotter, and
if he does not elect to acquire such shares, then to Mr. Bernard J. Rotter.
Similarly, if any member of the BR Group desires to dispose of his or her
shares without the consent of Mr. Bernard J. Rotter, such member must first
offer such shares to Mr. Bernard J. Rotter, and if he does not elect to
purchase such shares, then to Mr. David H. Rotter. Messrs. David H. Rotter
and Bernard J. Rotter have agreed that they will offer their respective
shares to the other in the event of proposed lifetime transfers, and each
has given to the other the option to purchase his shares upon death,
disability or in the event of an involuntary transfer. The Shareholders'
Agreement will terminate upon: (i) the entry of an order of relief with
respect to the Company under the Federal Bankruptcy Code, the execution by
the Company of any assignment for the benefit of creditors or the
appointment of a receiver of the Company; (ii) voluntary or involuntary
dissolution of the Company; (iii) upon the written agreement or vote of the
Controlling Shareholders to dissolve the Company; (iv) upon the written
agreement of the Controlling Shareholders, or if there shall be only one
surviving Controlling Shareholder, upon notice by such Controlling
Shareholder to the remaining parties to the Shareholders' Agreement; or (v)
upon the deaths of the Controlling Shareholders.
(5) Includes the right to acquire the following shares within 60 days upon
exercise of stock options: Mr. David Rotter, 20,583; Mr. Bernard Rotter,
20,583; Mr. Stutz, 83,757; Mr. Dierbeck, 71,667; Mr. Shapiro, 71,005; Mr.
Doyle, 1,000; and Mr. Rued, 3,000.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the Company's Chief
Executive Officer and the four other most highly paid executive officers for the
three fiscal years ended March 31, 1997.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
------------------------ UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)
- --------------------------------- ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
David H. Rotter.................. 1997 250,000 64,487 37,647
President 1996 250,000 103,726 32,634
1995 250,000 130,725 --
Bernard J. Rotter................ 1997 250,000 64,487 37,647
Vice President, Treasurer 1996 250,000 103,726 32,634
1995 250,000 130,725 --
Todd M. Stutz.................... 1997 85,000 65,829 26,424
Executive Vice President 1996 85,000 140,703 15,612
1995 55,800 127,138 12,382
John J. Dierbeck, III............ 1997 100,000 36,850 16,890
Executive Vice President 1996 85,000 59,272 14,910
1995 55,000 118,953 13,875
Lawrence B. Shapiro.............. 1997 100,000 36,850 16,890
Chief Financial Officer 1996 85,000 59,272 13,868
1995 55,000 106,795 13,465
</TABLE>
3
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants for the year ended
March 31, 1997 to the named executive officers.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT
----------------------------------------------------- ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR
OPTIONS EMPLOYEES IN BASE PRICE OPTION TERM(3)
GRANTED FISCAL YEAR PER SHARE EXPIRATION ---------------
NAME (#)(1) (%)(2) ($/SH) DATE 5% ($) 10% (%)
- --------------------------- ----------- ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
David H. Rotter............ 37,647 22.6 5.64 2/20/2002 34,259 98,635
Bernard J. Rotter.......... 37,647 22.6 5.64 2/20/2002 34,259 98,635
Todd M. Stutz.............. 26,424 15.9 5.13 2/20/2007 85,350 216,148
John J. Dierbeck, III...... 16,890 10.2 5.13 2/20/2007 54,555 138,160
Lawrence B. Shapiro........ 16,890 10.2 5.13 2/20/2007 54,555 138,160
</TABLE>
- ------------------------
(1) Such options become exercisable in equal amounts over a five-year period
from the date of grant.
(2) The Company granted options representing 166,196 shares to employees in
fiscal 1997.
(3) These amounts are based on the assumed rates of appreciation as permitted by
the rules of the securities and Exchange Commission. Actual gains, if any,
on stock option exercises are dependent upon the future performance of the
company's common stock.
AGGREGATED FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the named executive
officers and the value of such officers' unexercised options at March 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS
(#) AT FISCAL YEAR-END ($)(1)
--------------------------- ---------------------------------------
NAME (EXERCISABLE) (UNEXERCISABLE) (EXERCISABLE) (UNEXERCISABLE)
- --------------------------- ------------ ------------ ---------------- --------------------
<S> <C> <C> <C> <C>
David H. Rotter............ 20,583 49,698 -0- -0-
Bernard J. Rotter.......... 20,583 49,698 -0- -0-
Todd M. Stutz.............. 83,757 36,661 634 2,537
John J. Dierbeck, III...... 71,667 29,008 405 1,621
Lawrence B. Shapiro........ 71,005 28,218 405 1,621
</TABLE>
- ------------------------
(1) The average of the high and low price of the Company's common stock on March
31, 1997 on NASDAQ/NMS was $5.25.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY
STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH
CONTAINED HEREIN SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
4
<PAGE>
BOARD REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") determined the compensation
arrangements for the Company's executive officers for fiscal 1997 in June of
1996. The members of the Committee are the two outside directors of the Company,
Messrs. Doyle and Rued.
The Committee's principal responsibility is to ensure the Company's
executive compensation plans are aligned with and support the Company's business
objectives. The Committee continually evaluates the overall design and
administration of the executive compensation plans in order to fulfill its
responsibility. To ensure the objectivity and independence of the Committee, it
is composed entirely of outside directors.
COMPENSATION PHILOSOPHY
Currently, the primary elements of the executives' total compensation
program are base salary, annual incentives, and long-term incentives. In
general, the compensation program promotes a pay-for-performance philosophy by
placing a significant portion of total compensation "at risk" while providing
compensation opportunities which are comparable to market levels.
The Company's executive compensation package consists of three main
components: (i) base salary; (ii) annual bonuses based on Company performance;
and (iii) stock options. The base salary of each of the named executive officers
is determined annually after considering the compensation levels of personnel
with similar responsibilities at other companies within the home construction
industry and after considering the responsibilities and performance of the
individual officer. Under the Company's annual bonus program, cash bonuses are
paid annually to the named executive officers and other officers and employees
from a bonus pool. The size of the bonus pool is derived from a pre-determined
formula of percentages of levels of pre-tax profits of the Company. The officers
and employees participating in the annual bonus program receive a percentage of
the bonus pool which is established based on the same considerations as were
used to determine the base salary of each such officer and employee. Under the
annual bonus program each executive officer's compensation for fiscal 1997 was
tied directly to the financial performance of the Company, except for Mr. Todd
M. Stutz, whose bonus is tied directly to the financial performance of the
Company's Minnesota operations. For the annual bonus program in fiscal 1997, a
bonus of $64,487 was paid to Mr. David H. Rotter, Chief Executive Officer of the
Company, and the aggregate bonuses paid to all of the named executive officers
of the Company, as a group, including the Chief Executive Officer, represents
approximately 25.5% of the group's total fiscal 1997 compensation. The purpose
of the stock option program is to align the long-term interests of the Company's
executives and its shareholders and, through the use of vesting periods, to
assist in the retention of executives. In determining the compensation package
for Mr. David H. Rotter, the Committee applied the compensation policies
described above.
COMPENSATION COMMITTEE INTERLOCKS RIDER
As stated above, Messrs. Doyle and Rued comprise the Compensation Committee
of the Board of Directors. No member of the Compensation Committee of the Board
of Directors was an officer, former officer or employee of the Company or any of
its subsidiaries during fiscal 1997. No executive officer of the Company served
as a member of the compensation committee or board of directors of another
entity, one of whose executive officers served on the Company's Compensation
Committee or Board of Directors during fiscal 1997.
5
<PAGE>
COMPANY STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on $100
invested on October 29, 1992, the effective date of the Company's initial public
offering, on the common stock of the Company through March 31, 1997 with the
cumulative total return on the same amount invested in the Dow Jones Equity
Market Index and Dow Jones Home Construction Index for the same periods.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
RHOM DJEMI DJHCI
<S> <C> <C> <C>
10/29/92 $100.00 $100.00 $100.00
3/31/93 145.45 106.58 108.91
9/30/93 131.82 112.73 133.61
3/31/94 161.36 110.54 116.90
9/30/94 127.27 115.99 97.38
3/31/95 118.18 127.02 101.72
9/30/95 137.87 151.06 128.37
3/31/96 124.08 169.02 145.20
9/30/96 128.74 185.79 143.08
3/31/97 94.25 205.45 128.09
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of the Company, and persons who own more than 10% of the
Company's common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of the
Company's common stock and to furnish the Company with copies of these reports.
Initial reports are required to be filed within ten days of an individual
becoming a director, executive officer or owner of 10% of the Company's common
stock and reports of changes in ownership are required to be filed within the
first ten days of the month succeeding the month in which such change occurred.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were timely made during fiscal 1997.
1. ELECTION OF DIRECTORS
Each of the seven nominees for director is currently a member of the Board
of Directors and was elected by the shareholders. All nominees have agreed to
stand for election at the Annual Meeting. If, prior to the Annual Meeting, the
Board of Directors learns that any nominee will be unable to serve by reason of
death, incapacity, or other unexpected occurrence, the proxies which would have
otherwise been voted for such nominee will be voted for a substitute nominee, if
any, elected by the Board.
6
<PAGE>
BUSINESS EXPERIENCE
DAVID H. ROTTER, age 50, is a founder of the Company and has been a member
of its Board of Directors since its inception. He served as the Company's Vice
President from 1973 through March 1990 and has served as its President from
April 1990 through the present. He has also served as the Company's Secretary
since its inception. He is the brother of Bernard J. Rotter.
BERNARD J. ROTTER, age 54, has served as a Director, Vice President and
Treasurer of the Company and as since July 1984. He is the brother of David H.
Rotter.
TODD M. STUTZ, age 39, was elected a Director of the Company in August 1992
and has served as Executive Vice President since June 1991. He joined the
Company in April 1989 and served as its Land Development Manager until June
1991. Between April 1980 and March 1989 he was employed by the Housing and
Redevelopment Authority of the City of Columbia Heights, Minnesota as Executive
Director.
JOHN J. DIERBECK, III, age 51, was elected Executive Vice President in May
1996. Prior to becoming an Executive Vice President he served as Vice President
of Sales and Marketing of the Company since August 1992. He served as the
Company's sales manager since March 1990. Mr. Dierbeck was elected a director of
the Company in August 1992.
LAWRENCE B. SHAPIRO, age 41, was elected Chief Financial Officer and a
Director of the Company in August 1992. He has served as the Company's
Controller since January 1989.
SCOTT D. RUED, age 40, was elected as a Director of the Company effective
December 10, 1993. Mr. Rued has served as Executive Vice President and Chief
Financial Officer of Hidden Creek Industries (a management company) since
January 1, 1994, as Vice President--Finance and Corporate Development of Hidden
Creek from June 1989 to December 1993 and as Vice President and Director of
Tower Automotive, Inc. (a producer of automotive parts) since April 1993.
DENNIS J. DOYLE, age 45, was elected as a Director of the Company on April
23, 1996. For more than the last five years Mr. Doyle has been President and
Chief Executive Officer of Welsh Companies, Inc. (a full service real estate
company). Mr. Doyle is also a director of Grow Biz International.
REQUIRED VOTE
Election of each nominee requires the affirmative vote of the holders of a
majority of the shares of common stock represented at the meeting.
COMMITTEES
The Board of Directors held four meetings in fiscal 1997. Each of the
incumbent directors attended at least 75% of the meetings of the Board and each
Committee of which he is a member held during fiscal 1997.
The members of the Audit Committee are Dennis J. Doyle and Scott D. Rued.
The Audit Committee is empowered by the Board of Directors to review the
financial books and records of the Company in consultation with the Company's
accounting and auditing staff and its independent auditors and to review with
the accounting staff and independent auditors any questions raised with respect
to accounting and auditing policy and procedure. The Audit Committee held one
meeting during fiscal 1997.
The members of the Compensation Committee are Dennis J. Doyle and Scott D.
Rued. The Compensation Committee is authorized by the Board of Directors to
establish general levels of compensation for all employees of the Company, to
set the annual salary of each of the executive officers of the Company, to grant
options to employees under the Company's option plans, and to review and approve
compensation and benefit plans of the Company. The Compensation Committee held
two meetings during fiscal 1997.
7
<PAGE>
Directors of the Company who are not employees of the Company receive $8,000
per year of service, reimbursement of the out-of-pocket expenses incurred on
behalf of the Company and they participate in the Company's Director Stock
Option Plan.
3. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as independent
public accountants for the Company for the year ending March 31, 1998. A
proposal to ratify that appointment will be presented to shareholders at the
Annual Meeting. Representatives of Arthur Andersen LLP will be present at the
Annual Meeting, will have an opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions from
shareholders in attendance. The Board of Directors recommends that you vote in
favor of the proposal.
OTHER MATTERS
The Board of Directors knows of no other matters that may be brought before
the meeting which require submission to a vote of the shareholders. If any other
matters are properly brought before the meeting, however, the persons named in
the enclosed proxy or their substitutes will vote in accordance with their best
judgment on such matters.
Expenses incurred in connection with the solicitation of proxies will be
paid by the Company. The proxies are being solicited principally by mail. In
addition, directors, officers and regular employees of the Company may solicit
proxies personally or by telephone, for which they will receive no consideration
other than their regular compensation. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting material to
the beneficial owners of common stock of the Company and will reimburse such
persons for their expenses so incurred.
SHAREHOLDER PROPOSALS
Shareholders wishing to present proposals for action by the shareholders at
the next Annual Meeting must present such proposals at the principal offices of
the Company not later than March 21, 1998. Due to the complexity of the
respective rights of the shareholders and the Company in this area, any
shareholder desiring to propose such an action is advised to consult with his or
her legal counsel with respect to such rights. It is suggested that any such
proposals be submitted by certified mail, return receipt requested.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the Company's Annual Report to shareholders for the fiscal year
ended March 31, 1997, which contains the Company's Form 10-K, accompanies this
Notice of Annual Meeting, proxy statement and Proxy Card. No part of the Annual
Report is incorporated herein and no part thereof is to be considered proxy
soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
David H. Rotter
PRESIDENT
Roseville, Minnesota
July 24, 1997
8
<PAGE>
THE ROTTLUND COMPANY, INC.
2681 LONG LAKE ROAD
ROSEVILLE, MINNESOTA 55113
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having duly received the Notice of Annual Meeting of
Shareholders and the Proxy Statement, dated July 24, 1997, hereby appoints David
H. Rotter and Bernard J. Rotter as proxies (each with the power to act alone and
with the power of substitution and revocation), to represent the undersigned and
to vote, as designated below, all common shares of The Rottlund Company, Inc.
held of record by the undersigned on July 15, 1997, at the Annual Meeting of
Shareholders to be held on September 4, 1997 at 3:30 p.m. at the Crowne Plaza
Northstar Hotel, 618 Second Avenue South, Minneapolis, Minnesota, and at any
adjournments thereof.
i. To elect seven directors of the Company, each for a term of one year and
until their successors shall be elected and duly qualified.
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
DAVID H. ROTTER, BERNARD J. ROTTER, TODD M. STUTZ, JOHN J. DIERBECK, III
LAWRENCE B. SHAPIRO, SCOTT D. RUED, DENNIS J. DOYLE
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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ii. To ratify the appointment of Arthur Anderson LLP as the Company's
independent public accountants for the fiscal year ending March 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
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iii. To transact such other business as may properly come before the meeting or
any adjournment thereof.
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON THE
PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 THROUGH 3. ABSTENTIONS WILL BE COUNTED TOWARDS THE
EXISTENCE OF A QUORUM.
Please sign exactly as name
appears on this proxy. When shares
are held by joint tenants, both
should sign. If signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If a
corporation, please sign in full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
Dated:
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
