1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of 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
OAKRIDGE ENERGY, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- -------------------------------------------------------------------------------
(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:
N/A
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
N/A
---------------------------------------------------------------
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 is
determined):
N/A
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
N/A
---------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------
[ ] Fee previously paid 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:
---------------------------------------------------------------
2
OAKRIDGE ENERGY, INC.
4613 Jacksboro Highway
Wichita Falls, Texas 76302
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Oakridge Energy, Inc.:
Notice is hereby given that the Annual Meeting of the
Stockholders of Oakridge Energy, Inc. ("Company") will be held in the Dutchess
Room of the Wichita Club, 813 Eighth Street, 5th Floor, Wichita Falls, Texas on
Thursday, July 24, 1997, at 2:30 P.M., Wichita Falls Time, for the following
purposes:
(1) To elect four directors of the Company; and
(2) To transact such other business as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
Wednesday, June 25, 1997, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the meeting.
You are cordially invited to attend the meeting in person. If
you desire to vote at the meeting in person, you may revoke your proxy at that
time. In the meantime, the prompt return of your proxy, properly dated and
signed, will ensure the attendance of a quorum at the meeting.
Dated: June 27, 1997
By Order of the Board
of Directors
/s/ Sandra Pautsky
Sandra Pautsky, Secretary
3
OAKRIDGE ENERGY, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
July 24, 1997
PROXY SOLICITATION AND REVOCATION
This proxy statement is furnished to the stockholders of
Oakridge Energy, Inc. ("Company") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders ("Meeting") for the purposes set forth in the attached notice
of the Meeting.
All costs of solicitation of proxies will be borne by the
Company. In addition to solicitation by mail, directors, executive officers and
employees of the Company may solicit proxies personally or by telephone.
Arrangements will also be made with brokerage houses, nominees, fiduciaries and
other custodians for the forwarding of solicitation material to the beneficial
owners of common stock held of record by such persons, and the Company will
reimburse them for their reasonable out-of-pocket expenses.
Any stockholder has the power to revoke a proxy before its
exercise by giving written notice of such revocation to the Secretary of the
Company at the address provided below, by submitting a proxy bearing a later
date or by attending the Meeting and voting in person.
The mailing address of the Company's executive offices is
4613 Jacksboro Highway, Wichita Falls, Texas 76302, and the approximate date on
which this Proxy Statement and the accompanying form of proxy will first be
sent to the Company's stockholders is June 27, 1997.
ANNUAL REPORT
The Annual Report to Stockholders covering the fiscal year
ended February 28, 1997, including financial statements, has previously been
mailed to the Company's stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of June 25, 1997, there were issued and outstanding
4,981,309 shares of the Company's $.04 par value common stock. The presence, in
person or by proxy, of the holders of a majority of the outstanding shares of
common stock constitutes a quorum for all matters to be brought before the
Meeting. In deciding all questions, a stockholder shall be entitled to one
vote, in person or by proxy, for each share of common stock held in his name.
Cumulative voting for the election of directors or for any other matter is not
authorized. Because abstentions with respect to any matter are treated as
shares present or represented and entitled to vote for the purposes of
determining whether that matter has been approved by the stockholders,
abstentions have the same effect as
4
negative votes. Broker non-votes and shares as to which proxy authority has
been withheld with respect to any matter are not deemed to be present or
represented for purposes of determining whether stockholder approval of that
matter has been obtained.
June 25, 1997 has been established by the Board of Directors
of the Company as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting.
As used for purposes of this Proxy Statement only, "shares
owned beneficially" means the sole or shared: (i) voting power (the power to
vote, or to direct the voting of, the Company's common stock); or (ii)
investment power (the power to dispose, or to direct the disposition, of the
Company's common stock).
The following table shows the beneficial ownership of the
Company's common stock as of June 25, 1997 by: (i) each person known by the
management of the Company to own more than 5% of the Company's outstanding
common stock; and (ii) the executive officers and directors of the Company as a
group.
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
- ---------------- ------------ -------
Noel Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 1,936,038(1) 38.87%
Sandra Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 1,462,985(1) 29.37
Noel Pautsky, Trustee of the
Flem Noel Pautsky, Jr. Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 908,247 18.23
Sandra Pautsky, Trustee of
the Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 700,000 14.05
Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252 346,700 6.96
Executive officers and directors
as a group (four persons) 3,399,123(1) 68.24
- --------------------------
(1) See information pertaining to Mr. Pautsky and Ms. Pautsky under "Election
of Directors".
2
5
As of the date hereof, Noel Pautsky has pledged a substantial
portion of his shares in the Company as collateral for his bank borrowings. The
pledge arrangement is not believed to involve any potential for a change in
control of the Company.
ELECTION OF DIRECTORS
Four directors are to be elected at the Meeting. It is
intended that the proxies solicited hereby will be voted for the following
nominees, all of whom are presently directors of the Company and three of whom
(Mr. and Ms. Pautsky and Mr. Croker) serve as executive officers of the Company:
BUSINESS SHARES OF COMMON
EXPERIENCE YEAR STOCK BENEFICIALLY
AND CURRENT FIRST OWNED AS OF JUNE 25,
POSITIONS BECAME 1997 (AND
NAME AND AGE WITH COMPANY DIRECTOR PERCENT OF CLASS)
- ----------------- ------------------ -------- --------------------
Noel Pautsky - 78 Chairman of 1973 1,936,038(1)
Board of Directors (38.87%)
of the Company
since December 1981
and President of
the Company since
October 1973
Sandra Pautsky - 55 Executive Vice- 1986 1,462,985(2)
President and (29.37%)
Secretary-Treasurer
of the Company since
May 1992
Danny Croker - 48 Vice President and 1992 -
Assistant Secretary-
Treasurer of the
Company since May 1992
and owner of Exlco,
Inc., oil and gas
operations
Randy Camp - 44 Partner in the firm 1992 100*
of Moore, Camp,
Phillips & Company
(or its predecessor
firms), Certified
Public Accountants,
Wichita Falls, Texas
for more than the
past five years
- ---------------------
* Represents less than 1% of outstanding common stock.
3
6
(1) Includes 50,000 shares owned by Mr. Pautsky's wife and 908,247 shares
owned by Mr. Pautsky as the trustee of the Flem Noel Pautsky, Jr. Trust.
See "Voting Securities and Principal Holders," above. Mr. Pautsky
disclaims any beneficial ownership of the shares owned by his wife and the
Flem Noel Pautsky, Jr. Trust.
(2) Includes 700,000 shares owned by the Noel Pautsky Trust of which Ms.
Pautsky is the trustee and one of four beneficiaries. See "Voting
Securities and Principal Holders," above. Ms. Pautsky disclaims any
beneficial ownership of those shares owned by the Noel Pautsky Trust in
excess of 175,000 shares (i.e., 25% of 700,000).
Sandra Pautsky is the daughter of Noel Pautsky, and Danny
Croker is Noel Pautsky's stepson. There are no other family relationships among
any of the directors or executive officers of the Company. Each of the
directors and executive officers holds office from the date of his or her
election for a period of one year or until his or her successor has been
elected. None of the directors or executive officers is involved in any legal
proceedings in which he or she is a party adverse or has a material interest
adverse to the Company. None of the directors or executive officers has been
involved in any legal proceedings which are material to an evaluation of his or
her ability or integrity. Each of the nominees has consented to being nominated
and serving as a director of the Company if elected at the Meeting.
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held one meeting during the
fiscal year ended February 28, 1997 and took action by unanimous written
consent one additional time. All directors were present at the meeting. In view
of the small size of the Company's Board of Directors, the Company has no
standing audit, nominating or compensation committees. The Board of Directors
will consider nominees for the Board recommended by stockholders. Stockholders
who wish to suggest nominees for the Board of Directors to be considered in
connection with next year's Annual Meeting of Stockholders should write to the
President of the Company, 4613 Jacksboro Highway, Wichita Falls, Texas 76302
prior to May 1, 1998 stating in detail the qualifications of the proposed
nominee.
Executive officers of the Company who are also directors do
not receive any fee or remuneration for services as members of the Board of
Directors. The one director who is not an employee of the Company received an
annual fee of $1,500 for serving as a director in the fiscal year ended
February 28, 1997.
4
7
SECTION 16(a)BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's executive officers, directors and
persons who beneficially own more than 10% of the Company's common stock to
file with the Securities and Exchange Commission (the "Commission") initial
reports of beneficial ownership and reports of changes in beneficial ownership
of the Company's common stock. The rules promulgated by the Commission under
Section 16(a) of the Exchange Act require those persons to furnish the Company
with copies of all reports filed with the Commission pursuant to Section 16(a).
Based solely on the Company's review of copies of forms it
received and on written representations from the foregoing persons, the Company
believes that during the fiscal year ended February 28, 1997, all filing
requirements under Section 16(a) of the Exchange Act were met on a timely basis
by such persons except that Mr. Pautsky was late in filing Forms 4 with respect
to his deemed beneficial interest in 13,000 shares purchased by the Flem Noel
Pautsky, Jr. Trust in September 1996 and with respect to 5,850 shares purchased
by him and an additional 5,580 shares purchased by the Flem Noel Pautsky, Jr.
Trust in November 1996. The September 1996 purchase was timely reported by the
Flem Noel Pautsky, Jr. Trust, but such Trust was late in filing a Form 4 to
reflect its November 1996 purchase. Subsequent to the fiscal year ended
February 28, 1997, Mr. Pautsky was late in filing a Form 4 with respect to his
deemed beneficial interest in an additional 15,000 shares purchased and timely
reported by the Flem Noel Pautsky, Jr. Trust. Mr. Pautsky disclaims any
beneficial ownership of the shares of the Company's common stock owned by the
Flem Noel Pautsky, Jr. Trust.
EXECUTIVE COMPENSATION
The following table sets forth information regarding
compensation for services in all capacities to the Company for the three fiscal
years ended February 28, 1997 of Noel Pautsky, the Company's Chief Executive
Officer, who is the only executive officer of the Company whose total annual
salary and bonus exceeded $100,000 in any of such years.
ANNUAL COMPENSATION
NAME AND -------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- ------- --------- ---------------
Noel Pautsky 1997 $ 50,000 $ 4,167 $ 1,208
President and 1996 50,000 24,917 902
Chief Executive 1995 100,000 8,333 3,359
Officer
- -------------------
(1) All other compensation consisted of Company paid life insurance premiums
and estimated personal use of a Company owned automobile.
5
8
The Company does not have employment agreements with any of
its executive officers, has no material bonus, profit-sharing or stock option
plans or pension or retirement benefits. The Company has a group health
insurance plan which it makes available to all employees of the Company on a
non-discriminatory basis. Pursuant to such plan, $25,000 in life insurance
benefits are provided for all employees of the Company, with the amount of such
benefits provided decreasing as certain age levels are reached. Because of the
age provision, the amount of benefits provided to Mr. Pautsky is $13,750.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Noel Pautsky and Sandra Pautsky are each executive officers,
directors and beneficial owners of in excess of 5% of the Company's outstanding
common stock. In addition, the Flem Noel Pautsky, Jr. Trust and the Noel
Pautsky Trust are the beneficial owners of in excess of 5% of the Company's
outstanding common stock. Noel Pautsky and Sandra Pautsky may be considered to
be the parents of the Company by virtue of their beneficial ownership of
approximately 68% of the Company's outstanding common stock and their positions
with the Company.
Mr. Pautsky, Ms. Pautsky, the Flem Noel Pautsky, Jr. Trust
and the Noel Pautsky Trust each own undivided working interests in certain of
the oil and gas leases in the North Texas area in which the Company also owns
an undivided working interest and of which the Company serves as the operator.
Mr. Pautsky also owns an undivided working interest in the oil and gas leases
in Miller County, Arkansas in which the Company owns an undivided working
interest. In accordance with standard operating procedures, the Company submits
joint interest billings to such related parties and the other unaffiliated
working interest owners in the properties which the Company operates on a
monthly basis for their respective pro-rata shares of the costs incurred on the
properties and the Company's fee for serving as operator for the preceding
month. In addition, Exlco, Inc. ("Exlco"), 100% of whose outstanding stock is
owned by Danny Croker, an executive officer and director, is allocated and
bears a portion of the Company's office rent and supplies and bills the Company
periodically for costs incurred on the Company's behalf, which billings are
offset against the Company's billings to Exlco.
At February 28, 1995, Mr. Pautsky, Ms. Pautsky, the Flem Noel
Pautsky, Jr. Trust, the Noel Pautsky Trust, Mr. Croker and Exlco had accounts
payable to the Company, representing their then unpaid joint interest and other
billings, aggregating $10,816. During the two fiscal years ended February 28,
1997, the Company submitted monthly joint interest and other billings to such
six parties totaling $126,917, and such parties paid the Company an aggregate of
$121,686 with respect to such joint interest and other billings, leaving a
balance of $16,047 owed by the six parties to the Company at February 28, 1997.
In addition, during fiscal 1996
6
9
and 1997 the Company as operator paid Ms. Pautsky, the Noel Pautsky Trust and
the Flem Noel Pautsky, Jr. Trust a total of $15,780 in revenues from working
interests owned by them in certain of the Company's gas leases in North Texas
and with respect to their interests in lease equipment transferred into the
Company's inventory after abandonment by the Company of jointly owned leases in
the North Texas area. The Company is following the same operating procedures
outlined above in the fiscal year ending February 28, 1998.
On April 7, 1997, the Company purchased 60,000 shares of its
common stock from Sandra Pautsky. The per share price of $2.875 paid by the
Company to Ms. Pautsky was the same per share price or a lower per share price
than that paid by the Company during approximately the same time period to
those unaffiliated stockholders of the Company who requested the Company to
purchase their shares of common stock.
In addition to the foregoing, the following information,
which was previously reported under the caption "Certain Relationships and
Related Transactions" in the Company's definitive proxy statement dated June
27, 1996, is again included for the benefit of stockholders.
On May 19, 1995, the Company purchased 25,000 shares of its
common stock from Danny Croker and an additional 24,750 shares from Exlco. On
July 7, 1995, the Company purchased an additional 4,458 shares from Mr. Croker,
and on January 22, 1996 the Company purchased 100,000 shares of its common
stock from Ms. Pautsky. The per share price of $2.25 paid by the Company to Mr.
Croker, Exlco and Ms. Pautsky was the same per share price or a lower per share
price than that paid by the Company during approximately the same time periods
to those unaffiliated stockholders of the Company who requested the Company to
purchase their shares of common stock.
ACCOUNTANTS
The Board of Directors of the Company has selected the firm
of KPMG Peat Marwick as the principal accountants to audit the financial
statements of the Company for the fiscal year ending February 28, 1998. The
firm has served as the Company's principal accountants since February 1992.
Representatives of KPMG Peat Marwick are expected to be
present at the Meeting and will have an opportunity to make a statement at such
Meeting, if they desire to do so. Such representatives are also expected to be
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholders are entitled to submit proposals on matters
appropriate for stockholder action in accordance with regulations of the
Securities and Exchange Commission. Should a stockholder
7
10
intend to present a proposal at the next Annual Meeting of Stockholders, the
proposal must be received by the Secretary of the Company at the Company's
principal executive offices at 4613 Jacksboro Highway, Wichita Falls, Texas
76302 by February 28, 1998 in order to be included in the Company's proxy
statement and form of proxy relating to that meeting.
OTHER MATTERS
The management is not aware at this date of any business,
other than the matters set forth in the notice of the Meeting, that will come
before the Meeting. If any other matters should properly come before the
Meeting, however, it is the intention of the persons named in the proxy to vote
thereon in accordance with their best judgment.
All information contained in this proxy statement relating to
the security holdings of directors and executive officers of the Company is
based upon information received from the individual directors and executive
officers.
DATED: June 27, 1997
8
11
OAKRIDGE ENERGY, INC.
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of OAKRIDGE ENERGY, INC. ("Company") hereby
appoints NOEL PAUTSKY and SANDRA PAUTSKY, with power of substitution in each,
as proxies to attend the Annual Meeting of Stockholders to be held in Wichita
Falls, Texas on Thursday, July 24, 1997, and at any adjournments thereof and to
act and specifically vote on behalf of the undersigned all stock of the Company
owned by the undersigned as follows:
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary) [ ] nominees listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Noel Pautsky, Sandra Pautsky, Danny Croker and Randy Camp
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1, WHICH IS MADE BY THE COMPANY.
Dated: ______________________, 1997.
_________ SHARES
________________________________________
Signature
________________________________________
Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN
PROMPTLY THIS PROXY IN THE
ENCLOSED ENVELOPE.
When shares are held by joint tenants, both should sign. When signing
as an attorney, administrator, executor, guardian or trustee, please add your
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 authorized person.