4810 - 120th Street West, Apple Valley, MN 55124-8628 Telephone:
(952) 686-5495 or Fax: (952) 686-5427
December 14, 2000
ROBERT C. HARVEY
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to join us for our Annual Meeting of
Shareholders to be held this year on Monday, January 29, 2001, at
11:00 a.m., local time, at the law firm of Oppenheimer Wolff &
Donnelly LLP, Plaza VII, 45 South Seventh Street, Suite 3400,
Minneapolis, Minnesota.
The following notice of meeting identifies each business item for
your action. These items and the vote the Board of Directors
recommends are:
Item Recommended Vote
1. Election of three Directors FOR
2. Ratification of Stirtz Bernards
Boyden Surdel and Larter, P.A. FOR
We have also included a proxy statement that contains more
information about these items and the meeting.
Your vote is important. Whether you own a few or many shares of
stock, it is important that your shares be represented. If you
cannot personally attend, we encourage you to make certain that
you are represented at the meeting by voting and signing the
accompanying proxy card and promptly returning it in the enclosed
envelope.
/s/Robert C. Harvey
Robert C. Harvey
OAKRIDGE HOLDINGS, INC
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 29, 2001
TO THE SHAREHOLDERS OF COMMON STOCK
OF OAKRIDGE HOLDINGS, INC.
NOTICE IS HEREBY GIVEN, that the Annual Meeting of
Shareholders of Oakridge Holdings, Inc. (the "Company"), will be
held on Monday, January 29, 2001, at 11:00 a.m., local time, at
the law firm of Oppenheimer Wolff & Donnelly LLP, Plaza VII, 45
South Seventh Street, Suite 3400, Minneapolis, Minnesota. The
purposes of the meeting are:
1. To elect three persons to serve as directors of the
Company until the next Annual Meeting of the
Shareholders or until their respective successors shall
be elected and qualified.
2. To ratify the appointment of Stirtz Bernards Boyden
Surdel & Larter, P.A. as the independent auditors of
the Company for the fiscal year ending June 30, 2001,
and
3. To transact such other business as may properly come
before the meeting and at any adjournments or
postponements of the meeting.
The Board of Directors set November 24, 2000, as the record date
for the meeting. This means that shareholders of Company Common
Stock at the close on that date are entitled to (1) receive
notice of the meeting and (2) vote at the meeting and any
adjournments or postponements of the meeting. We will make
available a list of shareholders of the Company as of the close
of business on November 24, 2000, for inspection during normal
business hours from January 15 through January 28, 2001, at the
offices of Stinar HG, Inc., 3255 Sibley Memorial Highway, Eagan,
Minnesota. This list will also be available at the meeting.
By Order of the Board of Directors
/s/ Robert B Gregor
Robert B. Gregor
Secretary
Apple Valley, Minnesota
December 14, 2000
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE IN THE POSTAGE-PAID ENVELOPE ENCLOSED FOR THE
PURPOSE. IF A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE OR
SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
OAKRIDGE HOLDINGS, INC.
4810 120TH Street West
Apple Valley, Minnesota 55124-8628
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 29, 2001
The Board of Directors of Oakridge Holdings, Inc. (the
"Company") furnishes you with this Proxy Statement to solicit
proxies on its behalf to be voted at the 2000 Annual Meeting of
Shareholders of the Company. The meeting will be held on Monday
January 29, 2001 at 11:00 a.m., local time, or at any
adjournments or postponements of the Annual Meeting. The Annual
Meeting will be held at the law firm of Oppenheimer Wolff &
Donnelly, Plaza VII, 45 South Seventh Street, Suite 3400,
Minneapolis, MN. The proxies also may be voted at any
adjournments or postponements of the meeting.
A shareholder can revoke a proxy by any one of the following
three actions: giving written notice to the Secretary of the
Company, delivering a later dated proxy or voting in person at
the meeting.
The mailing address of the principal executive office of the
Company is located at 4810 120th Street West, Apple Valley,
Minnesota 55124. The date of this Proxy Statement is first being
mailed or given to shareholders is December 14, 2000.
All properly executed written proxies delivered pursuant to
this solicitation (and not revoked later) will be voted at the
meeting in accordance with the directions given in this proxy.
Below is a list of the different votes shareholders may cast at
the meeting pursuant to this solicitation.
In voting on the election of three directors to serve
until the 2001 Annual Meeting of Shareholders,
shareholders may vote in one of three ways:
(1) in favor of all nominees,
(2) withhold votes as to all nominees, or
withhold votes as to specific nominees.
The ratification of the appointment of Stirtz
Bernards Boyden Surdel & Larter, P.A. as
independent auditors, shareholders may vote in one
of the three following ways:
(1) in favor of the proposal,
(2) against the proposal, or
(3) abstain from voting on the proposal.
Shareholders should specify their choice on each matter on the
enclosed form of proxy. If no instructions given, proxies which
are signed and returned, will be voted FOR the election of all
nominees, and FOR the proposal to ratify the appointment of
Stirtz Bernards Boyden Surdel & Larter, P.A..
Directors and all other proposals will require approval by a
majority of the votes cast by the holders of the shares of
Company Common Stock voting in person or by proxy at the meeting.
Shares represented by a proxy card voted as abstaining on any of
the proposals will be treated as shares present and entitled to
vote that were not cast in favor of a particular matter, and thus
will be counted as votes against the matter. Thus, abstentions
and broker non-votes will not be included in vote totals and will
not affect the outcome of the vote.
Only holders of Common Stock of record at the close of
business on November 24, 2000, are entitled to vote at the
meeting or adjournments or postponements of the meeting. Each
owner of record on the record date is entitled to one vote for
each share of Company Common Stock held. On the record date,
1,391,503 shares of the Company's Common Stock were issued and
outstanding. The presence at the Annual Meeting, in person or by
proxy, of the holders of twenty percent (20%) of the outstanding
shares of Common Stock entitled to vote at the meeting is
required for a quorum for the transaction of business. Holders
of shares of Common Stock are not entitled to cumulate voting
rights.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE PROPOSALS SET FORTH IN THE NOTICE OF MEETING AND
FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS LISTED IN THIS
PROXY STATEMENT.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board of Directors:
The By-laws of the Company provide that the Board of
Directors (the "Board") will determine the number of directors.
The Board has set its size at three. The Board has nominated the
three individuals below to stand for election as directors of the
Company at the Annual Meeting.
Should any of these nominees become unable to serve for any
reason, or for good cause will not serve, which is not
anticipated, the Board of Directors may designate substitute
nominees. If that occurs, the persons named in the enclosed
proxy will vote proxies that would otherwise be voted for all
named nominees for the election of the substitute nominee or
nominees.
Recommendation of the Board of Directors Concerning the Election
of Directors
The Board of Directors of the Company recommends a vote For
Robert Gregor, Hugh McDaniel and Robert C. Harvey to hold office
until the 2001 Annual Meeting of Shareholders. Proxies received
by the Board of Directors will be voted FOR all of the nominees
unless shareholders specify a contrary choice in their proxy.
Information about Nominees
The following information has been furnished to the Company,
as of December 14, 2000, by the persons who have been nominated
by the Board to serve as directors for the ensuing year.
Nominees Director
for Election Age Principal Occupation Since
Robert C. Harvey 49 Chairman of the Board and 1992
Chief Executive Officer of
the Company's wholly
owned subsidiary
Robert B. Gregor 49 V.P. Sales and Marketing 1993
of the Company's wholly
owned subsidiary
Hugh McDaniel 61 Real Estate Broker 1992
Other Information about Nominees
Except as indicated below, there has been no change in the
principal occupation or employment of the nominees during the
past five years.
Mr. Harvey has been the Chairman of the Board and Chief
Executive Officer of the Company since November 1992, and
Chairman and CEO/President of Oakridge Cemeteries and Stinar HG,
Inc.
Mr. Gregor has been V.P. of Marketing and Sales for Stinar
H.G. Inc., since January 1, 1999, and prior to joining Stinar HG,
Inc. he was Senior Account Executive at E.F. Johnson Company
since 1993.
Mr. McDaniel is a retired Commander of the United States
Naval Reserves and has been a residential real estate broker
since 1973.
Information about the Board and its Committees
The business and affairs of the Company are managed by the
Board, which met one time in person and telephone during the
fiscal year ended June 30, 2000. All of the directors attended
both meetings of the Board. Currently, there are no audit,
compensation or other committees of the Board.
Direction Compensation
Directors' Fees. Each non-employee director of the Company
is paid a $500 annual retainer fee, plus $200 per meeting
attended in person, and all out-of-pocket expenses incurred on
behalf of the Company are reimbursed.
Outside Director Nonqualified Stock Option Plan. The
Company's Outside Directors Nonqualified Stock Option Plan (the
"Plan"), approved by the Board on May 18, 1990, was adopted by
the shareholders on June 21, 1991. Under the Plan, each non-
employee director is eligible to receive an option to purchase
3,500 shares of Common Stock with an exercise price per share
equal to the market price of the Common Stock on the date of the
grant. These options are exercisable for a period of ten years
from the grant date for active Board members or for period of
twelve months from the date of termination for former Board
members. The Company has reserved a fixed number of 21,000 shares
of Common Stock for issuance under the Plan, of which 14,000 are
available for issuance.
Principal Shareholders and Beneficial Ownership of Management
The following table sets forth information regarding
beneficial ownership of Company Common Stock by each director.
The address for all executive officers and directors of the
Company is business address.
Percent Number of shares
Name of Class beneficially owned
(1)(2)
Robert C. Harvey 24.9% 411,329 (3)
Robert B. Gregor 12.0% 197,689 (4)
Hugh McDaniel * 5,100
Marie Leshyn * 5,000
All directors and
Executive Officers
as a group (4 persons) 37.2% 619,118
*Less than 1%
(1)Unless otherwise noted, all shares shown are held by persons
possessing sole voting and investment power with respect to
such shares.
(2)Shares not outstanding but deemed beneficially owned by virtue
of the right of a person or member or a group to acquire them
within 60 days are treated as outstanding only when
determining the amount and percent owned by such person or
group.
(3)Includes 50,307 shares, held by Mr. Harvey's wife and
children, to which Mr. Harvey may be deemed to share voting
and investment power, but as to which he disclaims beneficial
ownership. Includes options to purchase 40,000 shares of
Common Stock that could be acquired upon exercise of an option
and 110,000 shares that could be acquired upon conversion of
the convertible subordinated debenture.
(4)Includes 8,125 shares held by Mr. Gregor's wife and children,
to which Mr. Gregor may be deemed to share voting an
investment power, but as to which he disclaims beneficial
ownership. Also 112,564 are held jointly by Mr. Gregor and
his wife. Includes 55,000 shares that could be acquired upon
conversion of the convertible subordinated debenture.
Principal Shareholders
Set forth in the table below is information as of December 14,
2000 with respect to persons known to the Company to be the
beneficial owners of more than five percent of the Company's
issued and outstanding stock:
Number of Shares Percent
Name and Address Beneficially Owned of Class
Jerry Kenline 225,500 13.3%
5535 Waterford Circle
Shorewood, MN 55331
Includes 65,000 held by Mr. Kenline's wife. Also 75,000 of
the 225,500 shares total listed in the table are shares that
could be acquired upon conversion of the convertible
subordinated debentures.
Executive Compensation and Other Benefits
Summary of Cash and Certain Other Compensation
The following table sets forth the cash and non-cash
compensation for each of the last three fiscal years awarded to
or earned by the Chief Executive Officer of the Company and each
of the other two most highly compensated Executive Officers of
the Company.
Summary Compensation Table
Annual Compensation Long Term
Compensation
Awards
Name and Other Annual
Principal Position Year Salary Bonus(2) Compensation(3)
Robert C. Harvey(1) 2000 $112,500 $10,000 $4,248
1999 $90,000 $50,000
1998 $90,000
Robert B. Gregor 2000 $91,350 $10,000 $420
Secretary and 1999 $45,000
Vice-president 1998 - -
Marie Leshyn 2000 $84,140 $22,377 $9,200
CEO of Cemetery 1999 $79,310 $25,069 $9,200
1998 $77,000 $19,377 $5,000
(1) Mr. Harvey was appointed by the Board as Chief Executive
Officer on November 16, 1992.
(2) Bonus per employment contract or approved by Board of
Directors.
(3) Medical Insurance
Option Grants and Exercises
The following table summarizes option grants during the last
three fiscal years to or by the executive officers named in the
Summary Compensation Table above.
Option Grants in Last Fiscal Year
Individual Grants
Options Granted Options Exercised
Name Year Average Per Share Number Net
Number of Exercise Of Value
Shares(1) Price Shares
Robert C 2000 - - -
Harvey 1999 - 40,000
1998 40,000 $.38 - $65,000
-
(1) These options were granted to Mr. Harvey pursuant to his
employment contract on July 1, 1993. See "Executive Compensation
and Other benefits - Harvey Employment agreement."
Harvey Employment Agreement
The Company has an employment contract with Mr. Harvey, the
Chairman of the Board and Chief Executive Officer of the Company.
Under the agreement, Mr. Harvey is to receive annual compensation
of $90,000 and a bonus equal to 10% of the Company's net income
over $300,000 and 15% of the Company's net income over $500,000.
Under this agreement, Mr. Harvey will receive options to purchase
an additional 10,000 shares at $.25 per share for each $100,000
of net income the Company achieves over $300,000 and options to
purchase 40,000 shares at $.25 per share based on the performance
of the Company's stock in the public market. In September 1998
the Company granted this option for 40,000 shares. As of
December 14, 2000, no new agreement has been formalized.
PROPOSAL NO. 2
CONFIRMATION OF APPPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Stirtz Bernard Boyden
Surdel & Larter, P.A., independent auditors, to audit the
financial statements of the Company for the year ending June 30,
2001 and recommends that the shareholders vote for confirmation
of such selection. Confirmation will require the affirmative
vote by holders of a majority of shares present in person or
represented by proxy, and entitled to vote on the matter.
Representatives of Stirtz Bernard Boyden Surdel & Larter,
P.A. are expected to be present at the Annual Meeting with
opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the Company's directors
and executive officers and all persons who beneficially own more
than 10% of the outstanding shares of the Company's Common Stock
to file with the SEC initial reports of ownership and reports of
changes in ownership of the Company's Common Stock. Executive
officers, directors and greater than 10% beneficial owners are
also required to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based upon a
review of the copies of such reports furnished to the Company
during the year ended June 30, 2000 and written representations
by such persons, none of the directors, officers and beneficial
owners of greater than 10% of the Company's Common Stock failed
to file on a timely basis the forms required by Section 16(a) of
the Exchange Act.
SHAREHOLDER PROPOSAL FOR 2001 ANNUAL MEETING
The proxy rules of the Securities and Exchange Commission
permit shareholders, after timely notice to issuers, to present
proposals for shareholder action in issuer proxy statements where
such proposals are consistent with applicable law, pertain to
matters appropriate for shareholder action and are not properly
omitted by issuer action in accordance with the proxy rules. The
Company's annual meeting for the fiscal year ending June 30, 2001
is expected to be held on or about January 31, 2002, and proxy
materials in connection with that meeting are expected to be
mailed on or about December 15, 2001. Except as indicated below,
shareholder proposals prepared in accordance with the proxy rules
must be received by the Company on or about July 30, 2001.
OTHER MATTERS
The management of the Company knows of no matter other than
the foregoing to be brought before the Annual Meeting. However,
if any other matters should properly come before the Annual
Meeting, the persons named in the enclosed proxy card will have a
discretionary authority to vote on the proposal.
Under Minnesota law, each item of business properly
presented at a meeting of shareholders generally must be approved
by the affirmative vote of the holders of a majority of the
voting power of the shares present, in person or by proxy, and
entitled to vote on that item on business. However, if the
shares present and entitled to vote on that item of business
would not constitute a quorum for the transaction of business at
the meeting, then the item must approved by a majority of the
voting power of the minimum number of shares that would
constitute such a quorum. A shareholder who submits votes by
proxy (including, in the case of shares held in street name,
votes directly by brokers at their discretion on certain non-
controversial matters) but does not vote on a specific item of
business is not considered to be present and entitled to vote
with respect to such item of business. On the other hand, a
shareholder who specifically abstains with respect to an item of
business but otherwise gives a proxy authority to vote on the
shareholder's behalf will be counted as being present and
entitled to vote on such item even though the proxy may not be
vote item on the shareholder's behalf.
MISCELLANEOUS
THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR ENDED JUNE 30,
2000 IS ENCLOSED HEREWITH. SHAREHOLDERS MAY RECEIVE WITHOUT
CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB,
INCLUDING FINANCIAL STATEMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, BY WRITING TO: CORPORATE SECRETARY, OAKRIDGE
HOLDINGS, INC., 4810 120TH STREET WEST, APPLE VALLEY, MINNESOTA
55124-8628.
By Order of the Board of Directors
/s/Robert Gregor
Robert Gregor
Secretary
December 14, 2000