OBIE MEDIA CORPORATION
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
APRIL 26, 2002
OBIE MEDIA CORPORATION
4211 West 11th Avenue
Eugene, Oregon 97402
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 26, 2002
To the shareholders of
Obie Media Corporation:
The annual meeting of the shareholders of Obie Media
Corporation, an Oregon corporation (the "Company"), will be held at 3 p.m. on
April 26, 2002, at the offices of the Company, located at 4211 West 11th Avenue,
Eugene, Oregon, for the following purposes:
1. To elect five directors to serve until the 2003 annual
meeting of shareholders.
2. To transact such other business as may properly be brought
before the meeting.
The foregoing items of business are more fully described in
the proxy statement accompanying this notice.
All shareholders are invited to attend the meeting.
Shareholders of record at the close of business on March 22, 2002, the record
date fixed by the Board of Directors, are entitled to notice of and to vote at
the meeting. Shareholders may vote in person or by proxy.
By order of the Board of Directors
Delores M. Mord
Secretary
Eugene, Oregon
March 22, 2002
YOUR VOTE IS IMPORTANT. Whether or not you intend to be present at the meeting,
please sign and date the enclosed proxy and return it in the accompanying
envelope to ensure that your shares will be voted.
OBIE MEDIA CORPORATION
PROXY STATEMENT
2002 Annual Meeting of Shareholders
INTRODUCTION
The enclosed proxy is solicited by the Board of Directors of
Obie Media Corporation (the "Company" or "Obie Media"), to be used at the annual
meeting of shareholders to be held at 3 p.m. on April 26, 2002, and at any
adjournment or postponement thereof. The meeting will be held at the Company's
offices located at 4211 West 11th Avenue, Eugene, Oregon 97402. A copy of the
notice of the meeting is attached. The Company expects to mail this proxy
statement and the proxy to shareholders on or about March 29, 2002.
The persons named in the enclosed proxy will vote in the
manner directed and, in the absence of such direction, will vote for the
election of all of the named nominees for director. As to other items of
business that may arise at the meeting, the proxyholders will vote in accordance
with their best judgment.
Any proxy submitted by a shareholder may be revoked by the
shareholder at any time before its use by giving notice of such revocation to
the Secretary of the Company. Shareholders wishing to revoke a proxy before the
commencement of the meeting must give their revocation notice to the Secretary
in writing. If a shareholder attends the meeting and notifies the Secretary
verbally or in writing that he or she desires to vote in person, his or her
proxy will not be used.
The solicitation of proxies is being handled by the Company at
its own cost, principally through the use of the mails. Brokers, dealers, banks
and other nominees will be requested to forward soliciting material to the
beneficial owners of the shares and to obtain authorization for the execution of
proxies. The Company will reimburse brokerage firms, banks and other custodians,
nominees and fiduciaries for their reasonable expenses incurred in forwarding
proxies and proxy material to the beneficial owners of stock held of record by
such persons.
A copy of the Company's Annual Report to Shareholders for the
fiscal year ended November 30, 2001 is enclosed. A copy of the Company's Form
10-K, filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is included in the Annual Report to Shareholders.
1
VOTING RIGHTS
All holders of record of the Company's Common Stock, without
par value ("Common Stock"), at the close of business on March 22, 2002 will be
entitled to vote in person or by proxy at the annual meeting. On that date
5,908,577 shares of Common Stock were outstanding and entitled to vote. The
holders of the Common Stock are entitled to one vote for each share of Common
Stock held. The presence, in person or by proxy, of a majority of the
outstanding shares of Common Stock at the annual meeting will constitute a
quorum for the transaction
of business.
A majority of the outstanding Common Stock must be represented
at the meeting in person or by proxy in order to constitute a quorum for the
transaction of business. Brokers are permitted to vote the shares held by them
in "street name" on routine matters without receiving specific directions from
the beneficial owners of the shares, but brokers must receive specific
directions from beneficial owners before they may vote on nonroutine matters.
Thus, brokers enter a "broker nonvote" on nonroutine matters with respect to
shares where the broker has not received direction from the beneficial owner.
These broker nonvotes, as well as "abstentions" and "withheld" votes, are
counted in determining whether a quorum is present, but are not counted for or
against the proposal at issue.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table shows, as of February 1, 2002, the number
and percentage of outstanding shares of the Company's Common Stock beneficially
owned by each person known by the Company to beneficially own 5% or more of the
Company's Common Stock, by each director, by each of the executive officers
named in the Summary Compensation Table, and by all directors and executive
officers of the Company as a group.
Name of Amount and Nature Percentage of
Beneficial Owner of Beneficial Ownership (1) Common Stock
- ---------------- ----------------------- ------------
Brian B. Obie 1,784,862(2) 30.2%
Eugene, Oregon
Randall C. Pape 594,097(4)(6) 10.0
Eugene, Oregon
T. Rowe Price Associates, Inc. 562,900(5) 9.5
Baltimore, Maryland
Dimensional Fund Advisors 351,800(5) 6.0
Santa Monica, California
2
Delores M. Mord 300,693(2) 5.1
Eugene, Oregon
Gary F. Livesay 63,270 (3)(6) *
Eugene Oregon
Stephen A. Wendell 23,266(2)(6) *
Eugene, Oregon
Richard C. Williams 49,384(2)(6) *
Eugene, Oregon
Tobin S. Robbins 52,420(6) *
Eugene, Oregon
All directors and executive officers 2,917,992(2)(3)(4)(6) 49.4
as a group (7 persons)
- ------------------
*Less than 1% of the outstanding shares.
(1) A person is considered to "beneficially own" any shares: (a) over which such
person exercises sole or shared voting or investment power; or (b) of which such
person has the right to acquire ownership at any time within 60 days (e.g.,
through exercise of stock options). Voting and investment power relating to the
shares referenced in the table above is exercised solely by the beneficial
owner, except as indicated otherwise.
(2) Includes shares owned by the spouses of the named persons as follows: Brian
B. Obie,122,275 shares; Delores M. Mord, 86,584 shares; Stephen A. Wendell,
6,872 shares; Richard C. Williams, 4,611 shares; and for all directors and
executive officers as a group, 220,342 shares. All named persons disclaim
beneficial ownership of shares owned by their spouses.
(3) Includes 48,270 shares owned by the Company's profit sharing and 401(k)
plan. Gary F. Livesay serves on the administrative committee with responsibility
for plan decisions.
(4) Includes 572,500 shares owned by The Pape Group, Inc. Mr. Pape is President,
Chief Executive Officer and controlling shareholder of The Pape Group, Inc.
(5) As reported by the shareholders in a Schedule 13G filed with the SEC in
February 2002. The filings include shares held by clients of T. Rowe Price and
Dimensional Fund Advisors.
(6) Includes shares subject to options exercisable within 60 days after February
1, 2002, as follows: Brian B. Obie, 440 shares; Randall C. Pape, 8,287 shares;
Stephen A. Wendell, 8,287 shares; Richard C. Williams, 8,287 shares; Tobin S.
Robbins, 45,500 shares; Gary F. Livesay 5,000 shares, and for all officers and
directors as a group, 75,801 shares.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation (the
"Articles") provide that when the Company has five or fewer directors all
directors will be elected annually. Management's nominations for directors are;
Brian B. Obie, Richard C. Williams, Randall C. Pape, Stephen A. Wendell and
Delores M. Mord.
3
Any nomination for director submitted by a shareholder must be
made in accordance with the Company's Bylaws. Under the Company's Bylaws, any
nomination for director submitted by a shareholder must be received by the
Secretary no later than March 22, 2002. A shareholder submitting a director
nomination must set forth as to each person whom the shareholder proposes to
nominate: (a) the name, age, business address and residence address of the
nominee; (b) the principal occupation or employment of the nominee; (c) the
class or series and number of shares of capital stock of the Corporation owned
beneficially or of record by the nominee; and (d) any other information relating
to the nominee that would be required to be disclosed in a proxy statement or
other filing required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act, and the rules
and regulations promulgated thereunder. The shareholder notice must be
accompanied by a signed written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected. If shareholders wish to
submit nominations for consideration at any subsequent annual shareholder
meeting, such submission must be received by the Company's Secretary not less
than 30 days before the date of that annual meeting.
So long as a quorum is present at the shareholder meeting, the
five nominees for directors receiving the most votes cast in person or by proxy
will be elected as directors for a one-year term. There is no cumulative voting.
Shareholders may not vote for more than five directors. Directors will hold
office until the 2003 annual meeting of Obie Media shareholders or until their
successors are duly elected and qualified. All nominees for director have agreed
to serve if elected. If any nominee should become unavailable to serve as a
director prior to the annual meeting, the persons named in the enclosed proxy
will vote for the substitute nominee who is designated by the Board of
Directors.
Certain information with respect to each person nominated for
election as a director at the annual meeting is set forth below:
Director
Name Principal Occupation Age Since
- ---- -------------------- --- --------
Brian B. Obie Chairman of the Board, President and Chief 60 1987
Executive Officer of the Company
Richard C. Williams Chairman of Centennial Bancorp 62 1996
4
Randall C. Pape President and Chief Executive Officer of 51 1996
The Pape Group President and Chief
Executive Officer of Liberty Financial Group
Stephen A. Wendell Registered Representative and Investment 61 1996
Advisory Agent with KMS Financial Services,
Inc.
Delores M. Mord Vice President of Obie Industries 68 1987
Incorporated ("Obie Industries")
Nominees - Terms to Expire in 2003
Brian B. Obie is the Chairman of the Board, President and
Chief Executive Officer of Obie Media. He is a co-founder of Obie Media and has
served as its President and as a director since its inception in 1987. Since
January 1998, he has served as a director of Obie Media Limited, a British
Columbia corporation and one of Obie Media's wholly owned subsidiaries, and,
since September 1998, as a director of Philbin & Coine, Inc., ("P & C") a New
York corporation and another wholly owned subsidiary of the Company. Mr. Obie is
also employed by and is a director of Obie Industries, where he has served as
President since 1968. Obie Industries, which now operates as a real estate
management company, was Obie Media's parent corporation until 1996. Mr. Obie has
40 years of experience in the out-of-home advertising industry. He was Chairman
of the Board of Centennial Bancorp, a bank holding company from 1981 to 2000. He
is a former mayor of Eugene, Oregon.
Richard C. Williams became a director of Obie Media in 1996.
He served as President, Chief Executive Officer and a director of Centennial
Bancorp from 1981 to 2000, and is currently Chairman of Centennial Bancorp He
has been a director of Centennial Bank since 1977. In 1999, Mr. Williams became
a director of Elmer's Restaurants, Inc., a franchisor and operator of
full-service, family-oriented restaurants.
Randall C. Pape became a director of Obie Media in 1996. In
1981, he was named President of Pape Bros., Inc., and since 1990 he has held the
position of President and Chief Executive Officer of The Pape Group, Inc., a
supplier of capital equipment and services. The Pape Group, Inc. operates as a
holding company for Pape Bros., Inc., Flightcraft, Inc., Hyster Sales Company,
Pape Properties, Inc. and Industrial Finance Company. Since 1973, he has been
President and Chief Executive Officer of Liberty Financial Group, which is a
holding company for Liberty Federal Bank, SB, EcoSort LLC, Sanipac, Inc. and
Commercial Equipment Lease Corporation. Mr. Pape
5
has also served as a director of Northwest Natural Gas Company, a distributor of
natural gas in Oregon and Washington, since 1996.
Stephen A. Wendell became a director of Obie Media in 1996.
Since November 1998, Mr. Wendell has been a registered representative and
investment advisory agent with KMS Financial Services, Inc., an independent
privately owned financial services firm based in Seattle, Washington. From 1995
to February 1998, he was Chief Financial Officer and a director of Umpqua
Feather Merchants, Inc., a manufacturer and distributor of fishing flies and
related accessories. From 1992 to 1995, Mr. Wendell served as a consultant to
Umpqua Feather Merchants, Inc. and other companies. Since 1993, Mr. Wendell has
been the principal shareholder and President of Continental Land and Cattle
Company, a residential real estate development company.
Delores M. Mord is a co-founder of Obie Media and has served
as the Company's Secretary and as a director since the Company's inception in
1987. She served as Vice President of Obie Media until 1996. Ms. Mord has served
as an officer (currently as Vice President) and a director of Obie Industries
since its formation in 1960. Ms. Mord has 39 years of experience in the
out-of-home advertising industry.
Board Committees
- ----------------
The Company maintains two standing committees, an Audit
Committee and a Compensation Committee, but does not maintain a standing
nominating committee.
Audit Committee
- ---------------
The Audit Committee Charter is enclosed as Exhibit A, and
additional information concerning the composition and functions of the Audit
Committee is contained in that charter.
The Audit Committee reviews and makes recommendations to the
Board of Directors with respect to the engagement and discharge of the Company's
independent auditors and the terms of such engagement, reviews the policies and
procedures of the Company and management with respect to maintaining the
Company's books and records, and reviews with the independent auditors the
results of the auditing engagement and any recommendations the auditors may have
with respect to the Company's financial, accounting or auditing systems. Stephen
Wendell, Randall Pape and Richard Williams serve on the Audit Committee, with
Mr. Wendell serving as Chair. The Committee met three times during fiscal 2001.
The board of directors has determined that the members of the Audit Committee
are independent within the meaning of NASD Rule 4200(a)(15) of the Nasdaq
listing standards.
6
The Audit Committee has reviewed and discussed with management the Company's
audited financial statements as of and for the period ended November 30, 2001
and has discussed with the Company's auditors the matters required to be
discussed under SAS 61. The Audit Committee has received the written disclosures
and the letter from the independent accountants required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
and has discussed with PricewaterhouseCoopers LLP its independence. Based upon
the review of the Company's audited financial statements and the discussions
referenced in this paragraph, the Audit Committee recommended to the Company's
Board of Directors that the financial statements for the Company as of and for
the period ended November 30, 2001 be included in the Company's Annual Report on
Form 10-K for the year then ended for filing with the Securities and Exchange
Commission.
During fiscal 2001 the Company retained Arthur Andersen LLP to
provide certain services relative to the first and second quarters of the year.
The Company retained PricewaterhouseCoopers LLP for services relative to the
third quarter and fiscal year end. They billed the Company an aggregate of
$108,366 in fees for professional services rendered in connection with the audit
of the Company's financial statements for the most recent fiscal year and the
reviews of the financial statements included in each of the Company's Quarterly
Reports on Form 10-Q during the fiscal year ended November 30, 2001.
Neither Arthur Andersen LLP nor PricewaterhouseCoopers LLP
billed the Company any fees for professional services rendered to the company
for the fiscal year ended November 30, 2001 in connection with the design and
implementation of financial information systems, but did bill the Company an
aggregate of $14,191 in fees for other services.
Compensation Committee
- ----------------------
The Compensation Committee determines compensation for elected
officers of the Company and prepares such reports with respect to such
compensation as may be required by law. The Compensation Committee also grants
awards under, and administers, the Company's Restated 1996 Stock Incentive Plan
(the "Incentive Plan") and considers matters of director compensation. Richard
Williams, Randall Pape and Stephen Wendell serve on the Compensation Committee,
with Mr. Williams serving as Chair. The Committee met once during fiscal 2001.
Board Meetings during 2001 Fiscal Year
The Board of Directors met four times during the 2001 fiscal
year. In fiscal 2001, each director attended at least 75% of the meetings of the
Board of Directors and the committees on which the director served.
7
Compensation of Directors
- -------------------------
Executive officers receive no compensation for serving as
directors of Obie Media. All nonemployee directors receive $5,000 for each year
they serve as a director. Upon becoming a director, Obie Media grants to each
nonemployee director a NQO to purchase 5,000 shares of Common Stock under the
Incentive Plan. On the date of each annual shareholder meeting, each nonemployee
director is granted an additional option to purchase 1,331 shares. Options
granted to nonemployee directors have a term of 15 years and an exercise price
equal to the fair market value of the Company's Common Stock on the grant date.
The options become exercisable by the director at the rate of 20% per year of
service.
INFORMATION REGARDING MANAGEMENT
Executive Officers
- ------------------
Each officer serves at the discretion of the Company's Board
of Directors. There are no family relationships among any of the Company's
directors or executive officers, except that Mr. Obie and Ms. Mord are cousins.
The executive officers of the Company as of the date of this
proxy statement are as follows:
Name Age Office Has Served in
- ---- --- ------
Present Office
--------------
Brian B. Obie 60 Chairman of the Board, President and Since 1987
Chief Executive Officer
Gary F. Livesay 49 Chief Financial Officer Since 2000
Tobin S. Robbins 53 Senior Vice President, Administration Since 2000
See "Election of Directors" for biographical information
concerning Mr. Obie.
Tobin S. Robbins was appointed Senior Vice President,
Administration in May of 2000. From 1982 through May 2000 Mr. Robbins was a
partner in the law firm of Owen, Bird Barristers and Solicitors, Vancouver,
British Columbia.
8
Gary F. Livesay was appointed Chief Financial Officer in
December 2000. From June 1999 through November 2000 he served as Controller for
Fisher Broadcasting Regional Group, and from 1982 through June 1999 as Vice
President, Finance and Chief Financial Officer for a group of mid-market
television stations owned first by Northwest Television Inc. and then by Retlaw
Broadcasting.
Other Significant Employees
- ---------------------------
Brad L. Falk, 36, was appointed Vice President of the Company
in 1999. He was a sales representative in the Company's Portland and Salem
markets in 1994 and 1995, the Sales Manager for the Company's Dallas market from
1997 to 1999, and Vice President, Northeastern Region through 2000. He now
serves as Vice President of National Sales.
Cherie L. McGrath, 47, was appointed Vice President of the
Company in 1998. She was the Company's Portland, Oregon Market Manager in 1996,
Southwest Region Manager from 1997 to 1998, and Vice President, Southeastern
Region from 1998 to 2000. She now serves as Vice President, Eastern Region.
Sandy L. Trahan, 36, was appointed in 1998 Vice President of
Obie Media Limited, the Company's' wholly owned subsidiary that operates in
Canada. He was a sales representative in the Company's Portland, Oregon market
from 1994 to 1996, and Sales Manager for that market from 1996 to 1998. He now
serves as Vice President, Western Region.
Executive Compensation
- ----------------------
The following table summarizes the compensation Obie Media
paid during each of the last three fiscal years to its Chief Executive Officer
and other executive officers whose salary and bonus exceeded $100,000 during
fiscal 2000 (the "Named Executive Officers"):
9
Summary Compensation Table
Long-Term
Compensation
Awards
-
Securities All Other
Fiscal Salary Bonus Underlying Compensation
Name and Principal Position Year ($) ($) Options ($)(1)
- ---------------------------
-------- ----------- ----------- --------------- ----------------
Brian B. Obie, 2001 $207,772 - 1,267 $6,230
Chairman of the Board, 2000 166,632 $20,000 1,107 6,350
President and
Chief Executive Officer 1999 166,632 40,000 558 7,292
Wayne P. Schur, 2001 103,153 - - -
Executive Vice President (2) 2000 126,843 - 314 4,875
1999 147,169 - - 5,666
Gary F. Livesay 2001 111,265 - 25,000 -
Vice President
Chief Financial Officer
James W. Callahan, 2001 - - - -
Chief Financial Officer and 2000 100,312 - 599 4,775
Treasurer (4) 1999 99,996 8,000 282 4.674
Tobin S. Robbins 2001 $160,000 - 571 -
Senior Vice President of Administration 2000 93,338 - 99,000 -
1999 - - - -
(1) Represents contributions made by the Company under its profit sharing and
401(k) plan on behalf of the applicable Named Executive Officers
(2) Mr. Schur did not receive any compensation from the Company until September
1, 1998. P & C paid him an annual base salary of $200,000 in 1998 (paid through
August 31, 1998), with a bonus of $30,000. Pursuant to Mr. Schur's employment
agreement with the Company, as amended, his annual salary from September 2000 to
September 2001 was $133,361. Mr. Schur resigned from the Company effective
September 2, 2001.
(4) Mr. Callahan resigned as the Company's Chief Financial Officer, effective in
May 2000.
Stock Option Information
- ------------------------
The following table sets forth certain information regarding
options granted to the Named Executive Officers during fiscal 2001:
10
Option Grants in Last Fiscal Year
% of Total Potential Realizable Value at
Options Market Assumed Annual Rates of Stock
Granted to Per-Share Price On Price Appreciation for Option Term
Options Employee Exercise Grant Expiration
Name Granted in 2000 Price Date Date 0% ($) 5% ($) 10% ($)
- ---------------- ------------- ------------ --------- -------- ---------- --------- ----------- ---------
Brian B. Obie 1,267 (1) 1.1% $ 8.25 $8.25 1/1/2016 - $ 21,731 $ 43,664
Gary F. Livesay 25,000 (1) 21.0% 6.25 6.25 12/1/2015 - 254,515 405,272
Tobin Robbins 571 (1) 0.5% 7.00 7.00 7/1/2016 - 8,309 16,696
(1) These options have a 15 year term and the shares subject to the options
become exercisable at a rate of 25%, 35% and 40%, respectively, on the
third, fourth and fifth anniversaries of the date of grant.
The following table sets forth certain information regarding
options held by the Named Executive Officers at November 30, 2001:
Aggregated Option Values at End of Fiscal Year
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
November 30, 2001 November 30, 2001 ($)(1)
--------------------------------------- -------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------------ ------------------- ----------------- ------------------
Brian B. Obie 125 3,310 - -
Gary F. Livesay 0 25,000 - -
Tobin Robbins 45,500 53,500 - -
1) On November 30, 2001, the market price of the Company's Common Stock was
$3.33 per share. For purposes of the foregoing table, stock options with an
exercise price less than that amount are considered to be "in-the-money" and are
considered to have a value equal to (i) the difference between that amount and
the exercise price of the option multiplied by (ii) the number of the shares
covered by the stock option.
Incentive Plan
- --------------
The Incentive Plan provides for the issuance of 649,300 shares
of Common Stock to the Company's employees, directors and consultants. Shares
may be issued pursuant to: (a) ISOs; (b) NQOs; (c) stock bonuses; and (d) direct
sales of stock. ISOs may be issued only to the Company's employees and will have
a maximum term of 10 years from the date of grant. The exercise price for ISOs
may not be less than 100% of the fair market value of the Company's Common Stock
at the time of the grant, and the aggregate fair market value (as determined at
the time of the grant) of shares issuable upon the exercise of ISOs for the
first time in any one calendar year may not exceed $100,000. In the case of ISOs
granted to holders of more than 10% of
11
the Company's Common Stock, the exercise price may not be less than 110% of the
fair market value of the Company's Common Stock at the time of the grant, and
the term of the option may not exceed five years. Under the Incentive Plan, NQOs
have a maximum term of 15 years from the date of grant and must be granted at an
exercise price not less than 85% of the fair market value of the Company's
Common Stock at the date of grant. Options become exercisable in whole or in
part from time to time as determined by the Board's Compensation Committee,
which administers the Stock Plan.
At November 30, 2001, options covering 497,096 shares were
outstanding under the Incentive Plan, with a weighted average exercise price of
$8.59 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our policy for transactions with affiliates, adopted following
the Company's initial public offering in November 1996, provides that all
proposed transactions by the Company with its directors, officers, 5%
shareholders and their affiliates be entered into only if such transactions are
(a) on terms no less favorable to Obie Media than could be obtained from
unaffiliated parties, (b) reasonably expected to benefit Obie Media and (c)
approved by a majority of the disinterested, independent members of the
Company's Board of Directors. Set forth below are descriptions of certain
transactions between Obie Media and its directors, officers or 5% shareholders
or their affiliates since December 1, 1997.
Outdoor Advertising Displays
- ----------------------------
The Company leases land for two outdoor advertising displays
from MO Partners, in which Brian Obie and Delores Mord hold partnership
interests of 85% and 15%, respectively. Lease payments were $12,000 in each of
fiscal 2001 and 2000. The Company believes that the terms of these leases are at
least as favorable to Obie Media as would be available with an unrelated third
party through arm's-length negotiations.
Office and Production Space
- ---------------------------
In April 1997, the Company consolidated operations in Eugene
in a headquarters building leased from Obie Industries at market rates. The
Company's rental and lease payments on this properties was $324,246 and $233,568
in fiscal 2001 and 2000, respectively. Brian Obie is the President, a director
and the controlling shareholder of Obie Industries.
Personal Services
- -----------------
12
Brian Obie, the Company's Chairman of the Board, President and
Chief Executive Officer, provides limited services to Obie Industries and its
subsidiaries. It is estimated that Mr. Obie spends on average less than 5% of
his time working on Obie Industries matters.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's
officers, directors and more-than-10% shareholders to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"Commission"). Officers, directors and more-than-10% shareholders are required
by Commission regulations to furnish the Company with all Section 16(a) forms
they file.
Based solely on the Company's review of the copies of such
forms that the Company received and written representations from the Company's
officers and directors, the Company believes that all required forms were timely
filed with respect to fiscal 2001.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP, independent public accountants,
examined the financial statements of the Company for fiscal 2001.
Representatives of PricewaterhouseCoopers LLP will be at the annual meeting and
will have an opportunity to make a statement if they desire to do so and answer
any appropriate questions concerning their report. However, management has been
advised that the representatives of PricewaterhouseCoopers LLP do not plan to
make a statement.
The Company will appoint at a later date independent public
accountants to audit the Company's financial statements for the 2002 fiscal
year. The Board of Directors or the Audit Committee will review the scope of any
such audit and other assignments given to the auditors to assess whether such
assignments would affect their independence.
SHAREHOLDER PROPOSALS
Shareholders may only bring business before an annual meeting
if the shareholder proceeds in compliance with the Company's Bylaws. For
business to be properly brought before the 2002 annual meeting by a shareholder,
notice of the proposed business must be given to the Secretary of the Company,
in writing, on or before the close of business on March 26, 2002. In order to be
valid, a shareholder's notice to the Secretary must set forth as to each matter
the shareholder proposes to bring before the annual meeting: (a) a brief
description of the matter proposed to be
13
brought before the meeting; (b) the name and record address of such shareholder;
(c) the number of shares of the Company's Common Stock which are owned
beneficially or of record by such shareholder; and (d) any material interest of
the shareholder in the matter. The presiding officer at an annual meeting will
determine whether any matter was properly brought before the meeting in
accordance with the above provisions. If the presiding officer determines that
any matter has not been properly brought before the meeting, he or she will so
declare at the meeting, and any such matter will not be considered or acted
upon.
To be eligible for inclusion in the Company's proxy materials
for the 2003 annual meeting of shareholders, a proposal, other than for election
of directors, intended to be presented by a shareholder for action at that
meeting must, in addition to complying with the shareholder eligibility and
other requirements of the rules of the Commission governing such proposals, be
received no later than December 22, 2002 by the Secretary of the Company at the
Company's executive offices at 4211 West 11th Avenue, Eugene, Oregon 97402.
With respect to shareholder nominations of directors, the
procedures prescribed by the Bylaws are described under "Election of Directors"
above.
OTHER MATTERS
While the notice of the annual meeting of shareholders
provides for the transaction of such other business as may properly come before
the meeting, management does not know of any matters to be presented other than
the matter set forth in this proxy statement. If any further business is
presented to the meeting, the persons named in the proxies will vote the shares
represented by such proxies according to their best judgment.
Eugene, Oregon
March 22, 2002
14
EXHIBIT A
OBIE MEDIA CORPORATION AUDIT COMMITTEE CHARTER
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ORGANIZATION
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There shall be a committee of the board of directors to be known as the audit
committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgement as a committee member.
STATEMENT OF POLICY
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The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the corporation, and the quality and integrity of the financial reports of the
corporation. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditors, if applicable, and the financial
management of the corporation.
RESPONSIBILITIES
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In carrying out its responsibilities, the audit committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the corporation are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
subsidiaries.
o Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current year
and the audit procedures to be utilized, and at the conclusion thereof
review such audit, including any comments or recommendations of the
independent auditors.
o Review with the independent auditors, the company's internal auditor, if
applicable, and financial and accounting personnel, the adequacy and
effectiveness of the accounting and financial controls of the corporation,
and elicit any recommendations for the improvement of such internal control
procedures or particular areas where new or more detailed controls or
procedures are desirable. Particular emphasis should be given to the
adequacy of such internal controls to expose any payments, transactions, or
procedures that might be deemed to be illegal or otherwise improper.
o Review the internal audit function of the corporation including the
independence and authority of its reporting obligations, the proposed audit
plans for the coming year, and the coordination of such plans with the
independent auditors.
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o Receive prior to each meeting, a summary of findings from the completed
internal audits, if applicable, and a progress reports on the proposed
internal audit plan, with explanations for any deviations from the original
plan.
o Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to shareholders. Any changes in
accounting principles should be reviewed.
o Provide sufficient opportunity for the internal auditors, if applicable,
and independent auditors to meet with the members of the audit committee
without members of management present. Among the items to be discussed in
these meetings are the independent auditors' evaluation of the
corporation's financial, accounting, and auditing personnel, and the
cooperation that the independent auditors received during the course of the
audit.
o Review accounting and financial resources within the company.
o Submit minutes of all meetings of the audit committee to, or discuss the
matters discussed at each committee meeting, with the board of directors.
o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgement, that is appropriate.
o Review, assess the adequacy of and update the charter of the audit
committee annually.
Adopted June 24, 2000
Stephen A. Wendell, Chair
Randall C. Pape, Member
Richard C. Williams, Member
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