4810 - 120th Street West, Apple Valley, MN 55124-8628
Telephone: (952) 994-7651 or Fax: (651) 454-5143
November 1, 2002
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 Friday, December 20, 2002,
at 11:00 a.m., local time, at the law firm of Faegre & Benson
LLP, 2200 Wells Fargo Center, 90 South Seventh Street,
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 DECEMBER 20, 2002
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 Friday, December 20, 2002, at 11:00 a.m., local time, at
the law firm of Faegre & Benson LLP, 2200 Wells Fargo Center, 90
South Seventh Street, 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, 2003,
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 October 16, 2002, 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 1, 2002, for inspection during normal
business hours from November 27, 2002 through December 19, 2002,
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
November 1, 2002
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 11, 2002
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 2002 Annual Meeting of
Shareholders of the Company. The meeting will be held on Friday,
December 20, 2002 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 Faegre & Benson LLP, 2200
Wells Fargo Center, 90 South Seventh Street, 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 3255 Sibley Memorial Highway, Eagan,
Minnesota 55121. The date this Proxy Statement is first being
mailed or given to shareholders is November 1, 2002.
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 2002 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
(3) 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 are 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 October 16, 2002, 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, 1,431,503
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 2003 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 November 27, 2001, 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 51 Chairman of the Board and 1992
Chief Executive Officer of
the Company's wholly
owned subsidiary
Robert B. Gregor 51 V.P. Sales and Marketing 1993
of the Company's wholly
owned subsidiary
Hugh McDaniel 63 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 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 four times in person and once by telephone
during the fiscal year ended June 30, 2002. All of the directors
attended all meetings of the Board. The Board of Directors has
established three committees: the Compensation, the Stock Option
Committee and the Audit Committee, each of which is briefly
described below. The Board of Directors has no other committees.
Compensation Committee
The Compensation Committee reviews and approves the
Company's compensation philosophy and programs covering executive
officers and key management employees. The Committee also
determines compensation of officers and senior employees of the
Company, other than the President and makes recommendations to
the Board of Directors concerning the compensation of the
President of the Company. The Compensation Committee also
determines any grants of stock or stock options. The
Compensation Committee did not meet fiscal year 2002. The
Company's Compensation Committee currently consists of Robert
Harvey and Hugh McDaniel.
Stock Option Committee
The Stock Options Committee reviews and approves the
Company's stock option plan covering employees, including the
implementation of new plans if desirable. The Stock Option
Committee did not meet in fiscal year 2002. The Company's Stock
Option Committee currently consists of Robert Gregor and Hugh
McDaniel.
Audit Committee
The Audit Committee meets with management to review the
scope and results of audits performed by the Company's
independent accountants. The Committee also meets with the
independent auditors and with appropriate Company financial
personnel about internal controls and financial reporting. The
Committee is the agent of the Board of Directors in assuring the
adequacy of the Company's financial, accounting and reporting
control processes. The Committee is also responsible for
recommending to the Board of Directors the appointment of the
Company's independent accountants. The Audit Committee met once
in fiscal year 2002 by telephone. The Company's Audit Committee
currently consists of Robert Harvey and Hugh McDaniel. The
Company's Board of Directors will follow the advice of the Audit
Committee on transactions the could have the potential appearance
of not being at arms length transaction.
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.
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.
Number
Name of shares
Beneficially Percent
Owned (1)(2) of Class
Robert C. Harvey 411,329(3) 24.1%
Robert B. Gregor 197,689(4) 11.6%
Hugh McDaniel 5,100 .3%
All directors and executive
Officers as a group (4 persons) 620,118 36.0%
*Less than 1%
Jerry Kenline 213,000(5) 12.5%
(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 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 and
investment power, but as to which he disclaims beneficial
ownership. Also, 112,564 are held jointly by Mr. Gregor and
his wife. Includes 39,000 shares that could be acquired upon
conversion of options and convertible subordinated debenture.
(5)75,000 of the 213,000 shares total listed in the table are
shares that could be acquired upon exercise of the convertible
subordinated debenture
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) 2002 $180,000 - -
2001 $180,000 $22,500 $1,000
2000 $112,500 $10,000 $4,248
Robert B. Gregor 2002 $130,946 - $283
Secretary and 2001 $147,487 - $252
Vice-president 2000 $91,350 $10,000 $420
Marie Leshyn 2002 $85,663 $15,000 $10,200
CEO of Cemetery 2001 $84,140 - $9,200
2000 $81,869 $22,377 $9,200
(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 * Car Allowance
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
(2)
Robert C. 2002 - - - -
Harvey 2001 - - 40,000 $49,600
2000 - - - -
Robert 2002 - - - -
Gregor 2001 5,000 $1.25 - -
2000 5,000 $2.00 - -
Marie Leshyn 2002 2,000 $ .80 - -
2001 2,000 $1.25 - -
2000 2,000 $2.30 - -
(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."
(2) These options were granted to Mr. Gregor and Ms. Leshyn
pursuant to their employment contracts. See Executive
Compensation and Other benefits - Gregor & Leshyn Employment
agreements.
Employment Agreements
The Company has a five year employment contract with Mr.
Harvey effective July 1, 2001, the Chairman and Chief Executive
Officer of the Company. Under the agreement, Mr. Harvey is to
receive annual compensation of $180,000, with annual adjustments
of 5% yearly and any incentive bonus will be decided by the board
of directors.
During fiscal year 1998 and1999, the Company entered into
employment agreements with certain individuals that expire in
2001 and 2003. The agreements provide for annual stock options
to be granted on the respective anniversary dates for a total of
2,000 shares in 1999, 7,000 shares in 2000 and 2001, and 2,000
shares in 2002, and 2003. The options are exercisable upon
issuance at fair market value at date of grant.
Date Price
1993 0.25
1994 0.50
1995 0.80
1996 1.00
1997 0.60
1998 2.25
1999 3.20
2000 2.00
2001 1.25
2002 .80
PROPOSAL NO. 2
CONFIRMATION OF APPOINTMENT 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,
2003 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.
Based solely on our review of the forms furnished to us and
written representations from certain reporting persons, we
believe that all filing requirements applicable to our executive
officers, directors and persons who own more than 10% of our
common stock were complied with in fiscal year 2002, except that
Mr. Jerry Kenline filed a late form 4, a Statement of Changes in
Beneficial Ownership.
Accountants
Stirtz Bernards Boyden Surdel & Larter, P.A. have been the
independent public accountants of the Company for the year ending
June 30, 2002 and have been selected to be the independent public
account for the year ending June 30, 2003. One or more members
of Stirtz Bernards Boyden Surdel & Larter, P.A. are expected to
be present at the Annual Meeting, to respond to questions and to
make a statement if they desire to do so.
Audit Committee Report
The Audit Committee of the Board of Directors, which
consists of two members, of which Hugh McDaniel is independent
and Robert Harvey is not independent director (as that term is
defined in Rule 4200 (a) of the National Association of
Securities Dealers' Marketplace Rules), has furnished the
following report:
The Audit Committee assists the Board in overseeing and
monitoring the integrity of the Company's financial reporting
process, its compliance with legal and regulatory requirements
and the quality of its internal and external audit processes.
Management has primary responsibility for the Company's
financial statements and the overall reporting process, including
its system of internal controls. Stirtz Bernards Boyden Surdel &
Larter, P.A. , the Company's independent auditors, audits the
annual consolidated financial statements prepared by management
and expresses an opinion on whether those statements fairly
present in all material respects our financial position, results
of operations and cash flow under generally accepted accounting
principles.
In fulfilling its responsibilities for the review of the
Audited Consolidated Financial Statements for the year ended June
30, 2002, the Audit Committee:
Reviewed and discussed the Audited Consolidated Financial
Statements for the year ended June 30, 2002 with management
and Stirtz Bernards Boyden Surdel & Larter, P.A.
Discussed with Stirtz Bernards Boyden Surdel & Larter, PA.
The matters required to be discussed in Statement of
Auditing Standards No. 61 relating to the scope and results
of the audit.
Received written disclosure and the letter from Stirtz
Bernards Boyden Surdel & Larter, P.A. delineating all
relationships between the auditors and the Company
consistent with Independence Standards Board No. 1. and have
discussed with the auditors the auditor's independence.
Based upon this review, the Audit Committee recommended to the
full Board of Directors that the Audited Consolidated Financial
Statements to be included in the Company's Annual Report on Form
10-KSB for the year ended June 30, 2002 filed with the United
States Securities and Exchange Commission ("SEC").
The Board of Directors of the Company has not adopted a written
charter of its Audit Committee.
The Audit Committee of the Board of Directors consists of Robert
Harvey and Hugh McDaniel.
Audit Fees
Audit Fees billed by Stirtz Bernards Boyden Surdel & Larter,
P.A. for professional services rendered for the audit of the June
30, 2002 financial statements were $35,200.
Financial Information Systems Design and Implementation Fees
There were no professional services rendered to the Company
in this area.
All other Fees
Fees billed by Stirtz Bernards Boyden Surdel & Larter, P.A.
for professional services other than audit and information
technology consulting fees was $7,355. These fees included
accounting consultations, quarterly reviews of the 10-QSB's and
income tax analysis.
The Audit Committee has determined the rendering of other
non-audit services by Stirtz Bernards Boyden Surdel & Larter,
P.A. is compatible with maintaining the auditor's independence.
SHAREHOLDER PROPOSAL F0R 2003 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,
2003, is expected to be held on or about December 31, 2003, and
proxy materials in connection with that meeting are expected to
be mailed on or about November 15, 2003. Except as indicated
below, shareholder proposals prepared in accordance with the
proxy rules must be received by the Company on or about July 30,
2003.
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,
2002 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. 3255 Sibley Memorial Highway, Eagan, MINNESOTA
55121-1697
By Order of the Board of Directors
/s/ Robert Gregor
Robert Gregor
Secretary
November 1, 2002