<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
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE ROTTLUND COMPANY, INC.
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(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>
THE ROTTLUND COMPANY, INC.
3065 CENTRE POINTE ROAD
ROSEVILLE, MINNESOTA 55113
July 30, 1999
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 offices of the
Company at 3065 Centre Pointe Road, Roseville, Minnesota, on Wednesday,
September 8, 1999 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,
2000.
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.
3065 CENTRE POINTE ROAD
ROSEVILLE, MINNESOTA 55113
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------
DATE: Wednesday, September 8, 1999
TIME: 3:30 p.m.
PLACE: Offices of the Company
3065 Centre Pointe Road
Roseville, Minnesota
MATTERS TO BE VOTED ON:
1. Election of seven directors.
2. Ratification of the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year
ending March 31, 2000.
3. Any other matters properly brought before the shareholders at
the meeting.
Only shareholders of record at the close of business on July 16, 1999,
are entitled to notice of and to vote at the meeting.
Your vote at the annual meeting is important to us. Please vote your
shares of common stock by completing the enclosed proxy card and signing it
exactly as your name appears on the card. Return the proxy card to us in the
enclosed envelope, 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 30, 1999
<PAGE>
THE ROTTLUND COMPANY, INC.
3065 CENTRE POINTE ROAD
ROSEVILLE, MINNESOTA 55113
--------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
SEPTEMBER 8, 1999
--------------------
INTRODUCTION
This proxy statement has information about the annual meeting and was
prepared by the management of The Rottlund Company, Inc. (the "Company") for the
board of directors in connection with the solicitation of proxies by the board
of directors for use at the annual meeting of shareholders to be held at the
offices of the Company at 3065 Centre Pointe Road, Roseville, Minnesota, on
Wednesday, September 8, 1999 at 3:30 p.m. 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 30, 1999.
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE? You can vote your shares of common stock if our records show that
you owned the shares on July 16, 1999. A total of 5,804,444 shares of common
stock can vote at the annual meeting. You get one vote for each share of common
stock. The enclosed proxy card shows the number of shares you can vote.
HOW DO I VOTE BY PROXY? Follow the instructions on the enclosed proxy card to
vote on each proposal to be considered at the annual meeting. Sign and date the
proxy card and mail it back to us in the enclosed envelope. The proxyholders
named on the proxy card will vote your shares as you instruct. If you sign and
return the proxy card but do not vote on a proposal, the proxyholders will vote
for you on that proposal. Unless you instruct otherwise, the proxyholders will
vote for each of the seven director nominees and for the ratification of the
appointment of Arthur Anderson LLP as independent public accountants for the
fiscal year ending March 31, 2000.
WHAT IF OTHER MATTERS COME UP AT THE ANNUAL MEETING? The matters described in
this proxy statement are the only matters we know will be voted on at the annual
meeting. If other matters are properly presented at the meeting, the
proxyholders will vote your shares as they deem appropriate.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD? Yes. At any time before you
vote on a proposal, you can change your vote 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.
CAN I VOTE IN PERSON AT THE ANNUAL MEETING? Although we encourage you to
complete and return the proxy card to insure that your vote is counted, you can
attend the annual meeting and vote your shares in person.
WHAT DO I DO IF MY SHARES ARE HELD IN "STREET NAME"? If your shares are held in
the name of a bank, broker, or other nominee, that party should give you
instructions for voting your shares.
<PAGE>
HOW ARE THE VOTES COUNTED? We will hold the annual meeting if holders of a
majority of the shares of common stock entitled to vote either sign and return
their proxy cards or attend the meeting. If you sign and return your proxy card,
your shares will be counted to determine whether we have a quorum even if you
abstain or fail to vote on any of the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell
the nominee how to vote your shares (so-called "broker nonvotes"), the nominee
can vote them as it deems appropriate only on routine matters. Broker nonvotes
will be counted as present to determine if a quorum exists but will not be
counted as present and entitled to vote on nonroutine matters.
WHO PAYS FOR THIS PROXY SOLICITATION? We do. In addition to sending you these
materials, some of our employees may contact you by telephone, by mail or in
person. None of these employees will receive any extra compensation for doing
this. We 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 any expenses so incurred.
STOCK OWNERSHIP
The following table shows the number of shares of common stock
beneficially owned (as of July 1, 1999) by:
- each person known to the Company who beneficially owns more than 5% of
the common stock,
- each director,
- each executive officer named in the summary compensation table of this
proxy statement, and
- the 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.
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, 1999. The same shares may be beneficially owned by
more than one person.
BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name and Address of Beneficial Owner Ownership of Class
- ------------------------------------------------------- ---------------------- --------------
<S> <C> <C>
David H. Rotter 2,179,195 (1)(3)(4) 37.2%
3065 Centre Pointe Road
Roseville, MN 55113
Bernard J. Rotter 2,117,695 (2)(3)(4) 36.2%
3065 Centre Pointe Road
Roseville, MN 55113
Shirley A. Rotter 786,500 (3) 13.6%
10985 57th Avenue North
Plymouth, MN 55126
Heartland Advisors, Inc. 600,900 (5) 10.4%
790 North Milwaukee Street
Milwaukee, WI 53202
Todd M. Stutz 126,197 (4) 2.0%
2
<PAGE>
Lawrence B. Shapiro 121,549 (4) 2.1%
John J. Dierbeck, III 103,337 (4) 1.7%
Dennis J. Doyle 3,000 (4) *
Scott D. Rued 10,000 (4) *
All directors and officers as a group (7 persons) 4,660,973 (1)(2)(4) 74.8%
</TABLE>
- -------------------------
* Indicates ownership of less than 1% of the Company's outstanding common stock.
(1) Includes an aggregate of 522,000 shares held by children of Mr.
David H. Rotter and 786,500 shares held by Mr. David H. Rotter's former
spouse, Ms. Shirley A. Rotter, in the Shirley A. Rotter Living Trust. Ms.
Rotter's rights and obligations under the Shareholders' Agreement remain
in full force and effect.
(2) Includes an aggregate of 537,000 shares held by the children of Mr.
Bernard J. Rotter and 100 shares held by the spouse of Mr. Bernard J.
Rotter.
(3) 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.
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 4,199,500 shares of common stock, have
agreed to vote their shares in accordance with the instructions of the
controlling shareholder of their respective group so long as they own
their respective shares.
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 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 these 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, the member must first offer such shares to Mr. Bernard J.
Rotter, and if he does not elect to purchase these 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:
(a) 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;
(b) voluntary or involuntary dissolution of the Company;
(c) upon the written agreement or vote of the Controlling
Shareholders to dissolve the Company;
(d) 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
(e) upon the deaths of the Controlling Shareholders.
(4) Includes the right to acquire the following shares within 60 days
upon exercise of stock options: Mr. David Rotter, 48,695; Mr. Bernard
Rotter, 48,695; Mr. Stutz, 118,723; Mr. Dierbeck, 102,937; Mr. Shapiro,
101,695; Mr. Doyle, 3,000; and Mr. Rued, 5,000.
(5) This information is based on a Schedule 13G filed with the Securities
and Exchange Commission by Heartland Advisors, Inc. on February 6, 1999.
3
<PAGE>
EXECUTIVE COMPENSATION
THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH DO NOT CONSTITUTE
SOLICITING MATERIALS AND ARE NOT CONSIDERED FILED OR INCORPORATED BY REFERENCE
INTO ANY OTHER COMPANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934, UNLESS WE STATE OTHERWISE.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") determined the
compensation arrangements for the Company's executive officers for fiscal year
1999 in June 1998. To ensure the objectivity and independence of the Committee,
it is composed of 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.
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: base salary,
annual bonuses based on Company performance, and stock options.
BASE SALARY. The Committee determines the annual base salary of each
named executive officers 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.
ANNUAL CASH BONUS. 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 that is established based on the same
considerations as were used to determine the base salary of each officer and
employee.
Under the annual bonus program, each executive officer's compensation
for fiscal year 1999 was tied directly to the financial performance of the
Company, except for Mr. Todd Stutz, whose bonus is tied directly to the
financial performance of the Company's Minnesota operations. For the annual
bonus program in fiscal 1999, a bonus of $122,845 was paid to Mr. David Rotter,
chief executive officer of the Company, and aggregate bonuses paid to all of the
named executive officers of the Company, as a group, including the chief
executive officer, represents approximately 45% of the group's total fiscal 1999
compensation.
STOCK OPTIONS. 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.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In determining the compensation package for Mr. David H. Rotter, the
Committee applied the compensation policies described above.
4
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
None of the compensation committee members is or has been a Company
officer or employee during fiscal year 1999. No Company executive office
currently serves on the compensation committee or any similar committee of
another public company.
SUMMARY COMPENSATION
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, 1999.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------- -----------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (#)
- --------------------------- ---- ------ ----- -----------------
<S> <C> <C> <C> <C>
David H. Rotter............................. 1999 $250,000 $122,845 -0-
President 1998 250,000 -0- -0-
1997 250,000 64,487 37,647
Bernard J. Rotter........................... 1999 250,000 122,845 -0-
Vice President, Treasurer 1998 250,000 -0- -0-
1997 250,000 64,487 37,647
Todd M. Stutz............................... 1999 140,000 345,451 60,000
Executive Vice President 1998 85,000 23,018 -0-
1997 85,000 65,829 26,424
John J. Dierbeck, III....................... 1999 117,500 52,648 60,000
Executive Vice President 1998 100,000 50,000 -0-
1997 100,000 36,850 16,890
Lawrence B. Shapiro......................... 1999 105,000 70,197 60,000
Chief Financial Officer 1998 100,000 -0- -0-
1997 100,000 36,850 16,890
</TABLE>
5
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table provides information on the option grants for the
year ended March 31, 1999 to the following named executive officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM (2)
-----------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE
OPTIONS FISCAL YEAR PRICE ($ EXPIRATION
NAME GRANTED (%)(1) PER SHARE) DATE 5% 10%
- ---- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Todd M. Stutz................ 60,000 19.8 4.56 4/17/08 172,200 436,200
John J. Dierbeck............. 60,000 19.8 4.56 4/17/08 172,200 436,200
Lawrence B. Shapiro.......... 60,000 19.8 4.56 4/17/08 172,200 436,200
</TABLE>
(1) The Company granted options representing 303,000 shares to employees in
fiscal year 1999.
(2) 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 the value of the named executive officers'
unexercised options at March 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
-------------------------------- -------------------------------
NAME (EXERCISABLE) (UNEXERCISABLE) (EXERCISABLE) (UNEXERCISABLE)
- ---- -------------------------------- -------------------------------
<S> <C> <C> <C> <C>
David H. Rotter............................. 48,695 21,585 -0- -0-
Bernard J. Rotter........................... 48,695 21,585 -0- -0-
Todd M. Stutz............................... 118,723 61,672 -0- -0-
John J. Dierbeck, III....................... 102,937 57,738 -0- -0-
Lawrence B. Shapiro......................... 101,695 57,530 -0- -0-
- ---------------------------------------------
</TABLE>
(1) The closing price of the Company's common stock on March 31, 1999 as
reported on AMEX was $4.00.
6
<PAGE>
COMPANY STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on
$100 invested in the common stock of the Company for the last five fiscal years
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.
<TABLE>
<CAPTION>
RH DJEMI DJHCI
<S> <C> <C> <C>
3/31/94 $100.00 $100.00 $100.00
3/31/95 73.24 114.91 93.40
3/31/96 76.90 152.90 124.21
3/31/97 58.41 185.86 109.57
3/31/98 45.59 205.97 141.90
3/31/99 45.59 219.46 137.64
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENT
Our directors and officers must file reports with the Securities and
Exchange Commission indicating the number of shares of the Company's common
stock they beneficially own and any changes in their beneficial ownership.
Copies of these reports must be provided to us. Based on our review of these
reports and written representations from the persons required to file them, we
believe each of our directors and executive officers filed all the required
reports during fiscal year 1999.
PROPOSAL NO. 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. Election of each nominee requires the
affirmative vote of the holders of a majority of the shares of common stock
represented at the meeting.
NOMINEES
DAVID H. ROTTER, age 52, 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.
7
<PAGE>
BERNARD J. ROTTER, age 56, has served as Chairman of the Board, Vice
President and Treasurer of the Company since July 1984. He is the brother of
David H. Rotter.
TODD M. STUTZ, age 41, 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 53, 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 43, 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 42, 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 of 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 47, 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.
BOARD OF DIRECTORS
The board of directors held five meetings in fiscal year 1999. Each of
the incumbent directors attended at least 75% of the board meetings and
committee meetings of which he was a member during fiscal year 1999, except that
Messrs. Doyle and Rued missed two of the five meetings. 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.
COMMITTEES
AUDIT COMMITTEE. 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
- 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 year 1999.
COMPENSATION COMMITTEE. 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,
- set the annual salary of each of the executive officers,
- grant options to employees under the Company's option plans, and
- review and approve compensation and benefit plans of the Company.
The compensation committee held one meeting during fiscal year 1999.
8
<PAGE>
PROPOSAL NO. 2
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, 2000. 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.
SHAREHOLDER PROPOSALS
If you want to include a shareholder proposal in the proxy statement
for the 2000 annual meeting, it must be delivered to the Company's executive
offices before March 28, 2000. Due to the complexity of the respective rights of
the shareholders and the Company in this area, we advise shareholders desiring
to propose an action to consult with his or her legal counsel. We suggest that
proposals be submitted by certified mail, return receipt requested.
OTHER MATTERS
As of the date of mailing of this proxy statement, we are not aware of
any business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxyholders deem appropriate.
ANNUAL REPORT
We have included a copy of the Company's Annual Report to shareholders
for the fiscal year ended March 31, 1999, which contains the Company's Form
10-K, with this notice of annual meeting, proxy statement and proxy card.
By order of the board of directors,
David H. Rotter
PRESIDENT
Roseville, Minnesota
July 30, 1999
9
<PAGE>
THE ROTTLUND COMPANY, INC.
3065 CENTRE POINTE 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 30, 1999, 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 16, 1999, at the Annual Meeting of
Shareholders to be held on September 8, 1999 at 3:30 p.m. at the Company's
offices, 3065 Centre Pointe Road, Roseville, 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.
- --------------------------------------------------------------------------------
<PAGE>
ii. To ratify the appointment of Arthur Anderson LLP as the Company's
independent public accountants for the fiscal year ending March 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
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.
