<PAGE> 1
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/x/ Definitive Information Statement
Cavco Industries, Inc.
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Ruth Smith, Secretary, by order of the Board of Directors
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1) Title of each class of securities to which transaction
applies:
$.05 Par Value Common Stock
- - - --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
3,382,977
- - - --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
n/a
- - - --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
n/a
- - - --------------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid
- - - --------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- - - --------------------------------------------------------------
3) Filing Party:
- - - --------------------------------------------------------------
4) Date Filed:
- - - --------------------------------------------------------------
<PAGE> 2
CAVCO INDUSTRIES, INC.
301 E. BETHANY HOME ROAD
SUITE C178
PHOENIX, AZ 85012
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 27, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
CAVCO INDUSTRIES, INC., an Arizona corporation, will be held at 1001 N. Central
Avenue, Third Floor, Phoenix, Arizona on Tuesday, February 27, 1996 at 2:00
p.m. for the following purposes, all as more fully set forth in the attached
Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
1. To elect directors to serve for a period of one year and until
their successors are elected and qualified; and
2. To approve the selection of independent certified public
accountants for 1996; and
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
In accordance with the By-laws and action of the Board of Directors of
CAVCO INDUSTRIES, INC., only holders of record of Common Stock at the close of
business on December 31, 1995, will be entitled to notice of, and to vote at,
the Annual Meeting and any adjournments thereof.
The Information Statement will be mailed to stockholders on or about
February 1, 1996.
By order of the Board of Directors,
/s/ Ruth Smith
---------------------
RUTH SMITH, Secretary
Phoenix, Arizona
January 26, 1996
<PAGE> 3
CAVCO INDUSTRIES, INC.
301 E. BETHANY HOME ROAD
SUITE C178
PHOENIX, AZ 85012
STATEMENT
Annual Meeting of Stockholders, February 27, 1996
------------------------
This Statement is furnished to the stockholders by the management of
CAVCO INDUSTRIES, INC., (the "Company") at the direction of the Board of
Directors in connection with the Annual Meeting of Stockholders of the Company
to be held on February 27, 1996. The cost of this notice is to be borne by the
Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
PROPOSALS OF SECURITY HOLDERS INTENDED TO BE PRESENTED AT THE NEXT ANNUAL
MEETING
Stockholders of the Company who intend to present proposals at the
Company's 1997 Annual Meeting of Stockholders must send such proposals to the
Company not later than November 30, 1996 in order to be included in the next
Information Statement relating to the Annual Meeting.
OUTSTANDING SHARES, VOTING RIGHTS AND SHAREHOLDINGS OF CERTAIN PERSONS
As of the close of business on December 31, 1995, the Company had
outstanding 3,382,977 shares of common stock with $.05 per share par value,
each of which is entitled to one vote at all meetings of stockholders, other
than the election of directors. (See "Cumulative Voting.") As stated in the
Notice of Annual Meeting of Stockholders attached hereto, only holders of
record of Common Stock at the close of business on December 31, 1995 will be
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof.
In determining whether a quorum exists at the meeting, all shares
represented in person or proxy will be counted. Presence of holders of a
majority of the outstanding stock shall constitute a quorum. Votes will be
tabulated by inspectors. Abstentions and broker non-votes are each included in
the determination of the number of shares present and voting. Each is
tabulated separately. Abstentions are counted in tabulations of the votes cast
on proposals presented to shareholders, whereas broker non- votes are not
counted for purposes of determining whether a proposal has been approved.
CUMULATIVE VOTING RIGHTS
Each shareholder present either in person or by proxy at the Annual
Meeting will have cumulative voting rights with respect to the election of
directors; that is the shareholder will have an aggregate number of votes in
the election of directors equal to the number of directors to be elected
multiplied by the number of shares of Common Stock of the Company held by such
shareholder on the record date. The resulting aggregate number of votes may be
cast by the shareholder for the election of any single nominee, or the
1
<PAGE> 4
shareholder may distribute such votes among any number of all the nominees.
The five nominees receiving the highest number of votes will be elected to the
Board of Directors. The cumulative voting rights may be exercised in person or
by proxy and there are no conditions precedent to the exercise of such rights.
ELECTION OF DIRECTORS
At the 1996 annual meeting, six directors are to be elected to serve
until the next Annual Meeting and until their successors are elected and
qualified. Each of the management's nominees is listed below, together with
his or her age, the period during which he or she has served as director, and a
description of his or her business experience during the last five years.
Alfred R. Ghelfi, Ruth Smith, Robert Wold, William Blandin and Stephen H.
Kleemann are presently directors of the Company.
Management knows of no current circumstances which would render any
nominee herein unable to accept nomination or election.
PROPOSED NOMINEES FOR ELECTION AS
DIRECTORS AND INFORMATION CONCERNING THEM
<TABLE>
<CAPTION>
Name Age Position in the Company
- - - ---- --- -----------------------
<S> <C> <C>
Alfred R. Ghelfi 56 President, Director and Chief Executive Officer
Ruth Smith 65 Secretary and Director
Robert Wold 77 Director
William Blandin 46 Executive Vice President and Director
Stephen H. Kleemann 51 Director
Brent Ghelfi 34 Vice President, Chief Counsel
</TABLE>
ALFRED R. GHELFI is the President and a Director of the Company. He
has been President of the Company since 1974. In 1968, when the Company was
formed, through 1973, Mr. Ghelfi was Vice President, Secretary, Treasurer and a
Director of the Company. He works full-time for the Company. Mr. Ghelfi is
the Chairman of the Board of Directors of Action Healthcare Management
Services, Inc., a subsidiary of the Company; and Chief Executive Officer and a
Director of Sun Built Homes, Inc., and National Security Containers, Inc., also
subsidiaries of the Company.
RUTH SMITH is the Secretary and a Director of the Company since 1974.
She came to the Company in 1968 and, except for one year, has been with the
Company since that time. Mrs. Smith is the Secretary and a Director of Action
Healthcare. She now works part-time for the Company.
ROBERT WOLD has been a Director of the Company since 1991. Mr. Wold
is the president of Manufactured Housing Counselors, Inc., a management
consulting firm specializing in manufactured buildings. The Company retains
Manufactured Housing Counselors, Inc. as an operations consultant.
2
<PAGE> 5
WILLIAM R. BLANDIN is the Executive Vice President and a Director of
the Company. He has been employed by the Company since 1976. He works
full-time for the Company. He became a Vice President of the Company in 1984,
and a director in 1985.
STEPHEN H. KLEEMANN has been a Director of the Company since 1984.
Mr. Kleemann is a principal in Kleemann Capital Management, Inc., a financial
consulting company in Santa Barbara, California. Mr. Kleemann is a Director of
Action Healthcare Management Services, Inc. The Company retains Kleemann
Capital Management, Inc. as a financial consultant. Mr. Kleemann is also a
director of a public company called Positive Response Television.
BRENT GHELFI is Vice President of Cavco Industries, Inc., a position
he has held since January 1995. He has been employed by the Company since
January 1995. He works full time for the Company. In addition to his duties
as Vice President and General Counsel for Cavco, he is also the President of
Sun Built Homes, Inc., a wholly owned subsidiary of Cavco which designs and
develops modular home subdivisions. Prior to joining Cavco, he was a partner
with the Phoenix headquartered law firm of Myer, Hendricks, Victor, Osborn &
Maledon, specializing in corporate litigation and labor law. He was with the
firm for more than six years. Brent Ghelfi is the son of Alfred R. Ghelfi.
ADDITIONAL EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Position in the Company
- - - ---- --- -----------------------
<S> <C> <C>
Robert Ward 45 Vice President, Treasurer and Chief
Financial Officer
Wendell Hargis 40 Vice President of Manufacturing Operations
</TABLE>
ROBERT WARD is Vice President, Treasurer and Chief Financial Officer
of the Company and serves as a Director of Action Healthcare Management
Services, Inc. He has been employed by the Company since 1978. He works
full-time for the Company. He became Treasurer of the Company in 1984 and Vice
President and Chief Financial Officer in 1990. In 1991, Mr. Ward became a
Director, Assistant Secretary and Treasurer of Action Healthcare Management
Services, Inc. and Sun Built Homes, Inc., both subsidiaries of the Company. In
1994, Mr. Ward became a Director, Secretary and Treasurer of National Security
Containers, Inc., also a subsidiary of the Company.
WENDELL HARGIS is the Vice President of Manufacturing Operations of
the Company. He has been employed by the Company since 1988. He works
full-time for the Company. He became Vice President of Manufacturing
Operations in 1992.
3
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of December 31, 1995, with
respect to each person (including any "group"), as that term is used in Section
13(d) of the Securities Exchange Act of 1934, who is known by the Company to be
the beneficial owner of more than 5% of the Company's common stock, its only
class of securities.
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount & Nature of Percent of
Title of Class Owner Beneficial Ownership Class(1)
- - - -------------- ------------------------------ -------------------- ----------
<S> <C> <C> <C>
$.05 Par Value Alfred R. Ghelfi 1,830,729 shares(2) 54.1%
Common Stock 5655 N. Camelback Canyon Dr.
Phoenix, AZ 85018
$.05 Par Value Stephen H. Kleemann 272,025 shares 8.0%
Common Stock 526 Via Sinuosa
Santa Barbara, CA 93110
$.05 Par Value FMR Corp. 259,050 shares(3) 7.6%
Common Stock 82 Devonshire St.
Boston, MA 02109
</TABLE>
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of December 31, 1995, as
to the Company's one class of equity securities beneficially owned by all
directors and officers individually and as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount & Nature of Percent of
Title of Class Owner Beneficial Ownership Class(1)
- - - -------------- ------------------------------ -------------------- ----------
<S> <C> <C> <C>
$.05 Par Value Alfred R. Ghelfi 1,830,729 shares(2) 54.1%
Common Stock 5655 N. Camelback Canyon Dr.
Phoenix, AZ 85018
$.05 Par Value Ruth Smith 42,340 shares(4) 1.3%
Common Stock 19016 N. 88th Dr.
Peoria, AZ 85382
$.05 Par Value Stephen H. Kleemann 272,025 shares 8.0%
Common Stock 526 Via Sinuosa
Santa Barbara, CA 93110
</TABLE>
- - - -----------------------------
1. Based on 3,382,977 shares of the Company's $.05 par value common stock
issued and outstanding.
2. See Note on page 5.
3. As reported on February 13, 1995, on FMR Corp.'s Schedule 13G.
4. 34,840 of the shares shown are held in joint tenancy with spouse,
Robert J. Smith.
4
<PAGE> 7
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount & Nature of Percent of
Title of Class Owner Beneficial Ownership Class(1)
- - - -------------- ------------------------------ -------------------- ----------
<S> <C> <C> <C>
$.05 Par Value William R. Blandin 29,900 shares .9%
Common Stock 102 W. Kaler
Phoenix, AZ 85021
$.05 Par Value Robert Ward 3,750 shares .1%
Common Stock 2953 E. Blackhawk Dr.
Phoenix, AZ 85024
$.05 Par Value All Officers and Directors as a 2,178,744 shares 64.4%
Common Stock Group (7 persons)
</TABLE>
NOTE: Alfred R. Ghelfi is the Chief Executive Officer, President, and a
Director of Cavco Industries, Inc. As of June 29, 1994, Alfred R. Ghelfi and
Janet M. Ghelfi (as community property) owned 1,830,7292 shares of Common Stock
of Cavco Industries, Inc. (54.12% of the outstanding stock). On June 29, 1994
they transferred 1,650,000 of these shares to Janal Limited Partnership (JLP)
(an Arizona limited partnership). The Alfred and Janet Ghelfi Trust is a
General Partner and a Limited Partner in JLP. The 1994 Alsons Trust (Alsons)
is a General Partner of JLP. Prior to this transfer, the Alfred and Janet
Ghelfi Trust owned 900 limited partnership units and 90 general partnership
units, and Alsons owned 10 general partnership units. The General Partners of
JLP have elected either Alfred R. Ghelfi or Janet M. Ghelfi (his wife),
Trustees of the Alfred and Janet Ghelfi Trust; or Janet M. Ghelfi, Independent
Trustee of Alsons, to be the Managing Partner. In a tax free exchange for
these shares, JLP issued 19,602,000 additional limited partnership units to
Alfred R. Ghelfi and Janet M. Ghelfi as trustees of the Alfred and Janet Ghelfi
Trust as a Limited Partner; and 198,000 additional general partnership units to
Alfred R. Ghelfi and Janet M. Ghelfi as trustees of the Alfred and Janet Ghelfi
Trust as a General Partner; Alsons retained its 10 general partnership units as
a General Partner. Alfred R. Ghelfi and Janet M. Ghelfi are the beneficiaries
of both trusts. The Alfred and Janet Ghelfi Trust owns 19,602,900 limited
partnership units and 198,090 general partnership units, which units, taken
together, are equal to 1,649,999 shares of common stock. In addition, Alsons
owns 10 general partnership units which are equal to one share of common stock.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
In the fiscal year ending September 30, 1995 the Board of Directors
held four regular meetings and one special meeting. The Company has
compensation, audit and nominating committees. The compensation committee
consists of Steven Kleemann and Robert Wold, both directors of the Company. The
compensation committee held one meeting. The audit committee consists of Robert
Wold, Steven Kleemann, both directors of the Company, and Robert Ward, Vice
President of the Company. The audit committee did not meet. The nominating
committee consists of Al Ghelfi and Ruth Smith, both directors of the Company.
The nominating committee did not meet. The Board of Directors acted as
nominating committee for this year.
COMPENSATION OF DIRECTORS
Directors will receive remuneration of $150 for each meeting attended
if they are not otherwise compensated by the Company.
- - - --------------
(1) Based on 3,382,977 shares of the Company s $.05 par value common stock
issued and outstanding.
(2) The actual number of shares as of June 29, 1994 was 1,220,486. On December
8, 1994, there was a 3 for 2 stock split. All shares mentioned in this note
are changed to reflect this 3 for 2 stock split.
5
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth information with respect to the cash
compensation paid by the Company and its subsidiaries, as well as other
compensation, during the Company's last three fiscal years, to the Chief
Executive Officer and each of the four most highly compensated executive
officers of the Company in all capacities in which they serve.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Fiscal Year All Other
Name and Principal Position Ended Salary $ Bonus $ Compensation $(1)
- - - --------------------------- ----------- -------- ------- -----------------
<S> <C> <C> <C> <C>
Alfred R. Ghelfi 1995 146,276 281,407 49,412
Founder, Chairman, Chief 1994 146,276 514,823 51,723
Executive Officer, Director 1993 143,416 314,554 32,985
William R. Blandin 1995 79,420 495,324 13,573
Executive Vice President, 1994 70,928 635,009 12,220
Director 1993 68,848 497,780 9,743
Robert Ward 1995 53,341 225,584 11,430
Vice President, Treasurer, 1994 53,341 222,726 8,976
Chief Financial Officer 1993 51,792 146,378 5,684
Brent Ghelfi
Vice President 1995 52,500 149,064 ----
General Counsel
Wendell Hargis 1995 70,928 247,434 9,283
Vice President of 1994 70,928 301,538 6,776
Manufacturing Operations 1993 58,500 153,727 2,558
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report of the Compensation Committee and the following Performance
Graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this Information Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
- - - --------------
1. Includes Profit Sharing contributions, medical insurance payments,
travel allowances, personal use of Company vehicles and charges for the portion
of life insurance premium paid by the Company.
6
<PAGE> 9
EXECUTIVE COMPENSATION PROGRAMS
The Compensation Committee has furnished the following report on
executive compensation. The Compensation Committee is responsible for reviewing
and overseeing the compensation programs for Company officers. The committee is
composed of Stephen H. Kleemann and Robert P. Wold.
The compensation program, designed to attract and retain top
executives, is based upon conservative salaries couples with liberal profit
sharing bonuses. It was developed to be both internally equitable and externally
competitive. This philosophy extends throughout the organization and includes
hourly paid employees. This ensures lower Company break even points during
marginal periods in this cyclical industry, and rewards superior performance for
profitable operations.
The relatively high profit sharing bonus program was designed to
compensate for the lack of most other benefit programs, such as stock options,
stock appreciation rights, long term employment contracts and severance
agreements.
In making executive compensation decisions, the compensation committee
takes the views of Alfred R. Ghelfi into account and considers information
provided by him.
Individual salaries and profit sharing programs are based upon job
level, performance, degree of personal risk involved, and to a lesser extent,
the remuneration programs of similar companies in the industry. The program is
subjective in that the percentage of profit may vary from year to year depending
upon the individual's performance relative to their past performance and to
others in the Company, as well as the share of overall profit generated by the
individual's area of responsibility.
In the future, the Company may grant stock options and/or other
benefits to its key executives.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Chief Executive Officer's compensation is based upon the same
general philosophy as for other executive officers. Therefore, although there is
necessarily some subjectivity in setting the compensation package, major
elements are tied to Company performance. Considering the Company's superior
performance, relative to that of the industry, as well as its peer group, the
chief executive officer's compensation program is considered conservative. The
chief executive officer's incentive bonus is based on the Company's
profitability and represents approximately 65 % of his compensation.
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee of the Board, composed of
directors Robert Wold and Stephen H. Kleemann, set 1995 salary and incentive
bonus programs for all key executives including officers named in the summary
compensation table. The Compensation Committee solicited input from the
Company's President concerning the compensation package for other executive
officers.
/s/ Robert Wold /s/ Stephen H. Kleemann
- - - ------------------------ ------------------------
Robert Wold Stephen H. Kleemann
7
<PAGE> 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Robert Wold is President of Manufactured Housing Counselors, Inc., a management
consulting firm specializing in manufactured buildings, which is retained by
the Company as an operations consultant. Stephen H. Kleemann is principal in a
financial consulting company known as Kleemann Capital Management, Inc., which
is retained by the Company as a financial consultant.
STOCK PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the
cumulative stockholder return on the Common Stock of the Company(1) from October
1, 1990 to September 30, 1995, with the cumulative total return of the NASDAQ
Market Index(2) and the Peer Group Index(3).
<TABLE>
<CAPTION>
10/1/90 9/30/91 9/30/92 9/30/93 9/30/94 9/30/95
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Cavco Industries, Inc. 100.00 224.00 543.99 863.99 1087.99 959.51
Peer Group Index 100.00 166.47 178.62 258.74 312.74 276.66
NASDAQ Market Index 100.00 134.19 131.96 171.62 181.61 220.50
</TABLE>
- - - --------------
(1) Assumes $100 invested on October 1, 1990, in the Company, the NASDAQ Market
Index and the Peer Group, and that all dividends were reinvested through
fiscal year ending September 30, 1995, although cash dividends have not
been declared on the Company's common stock.
(2) Prepared by Media General Financial Services.
(3) This Peer Group Index consists of the following publicly traded companies
selected by the Company which either compete with Cavco or are of
comparable size, and for which information is available. The figures were
compiled by Media General Financial Services. This Peer Group is made up of
the following securities: Cavalier Homes, Inc., Champion Enterprises, Inc.,
Fleetwood Enterprises, Kit Manufacturing Co., Liberty Homes Class A,
Liberty Homes Class B, Nobility Homes, Inc., Schult Homes Corp. and Skyline
Corp. (same peer group as last year)
8
<PAGE> 11
APPROVAL OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Stockholders will be asked at the Annual Meeting to approve the
selection by the Board of Directors of Arthur Andersen LLP as the Company's
independent certified public accountants for the one-year period ending
September 30, 1996. Although submission of this proposal to stockholders is not
legally required, the Board of Directors believes such action follows sound
corporate practice and is in the best interest of the stockholders.
The Company's financial statements for the years ended September 30,
1995, 1994 and 1993 have been examined by Arthur Andersen LLP, certified public
accountants. A representative of Arthur Andersen LLP is expected to be available
at the Annual Meeting to respond to appropriate questions from the stockholders.
Such representative will have the opportunity to make a statement should he
desire to do so.
ANNUAL REPORT ON FORM 10-K
The Company will provide, without charge, to each person receiving this
statement, on the written request of any such person, a copy of the Company's
Annual Report on Form 10-K (including the financial statements and the schedules
thereto) as filed with the Securities and Exchange Commission for its most
recent fiscal year. Such written requests should be directed to Ruth Smith,
Secretary, at the address of the Company appearing on the second page of this
information statement.
INCORPORATION BY REFERENCE
Supplementary information, consisting of Summary of Financial Data,
page 2, and management's Discussion and Analysis of Results of Operations and
Financial Condition, pages 5 and 6 of the Annual Report accompanying this
Information Statement are incorporated by reference.
OTHER MATTERS
Management does not know of any other matters to be brought before the
meeting for a vote.
By order of the Board of Directors,
/s/ Ruth Smith
---------------------
RUTH SMITH, Secretary
January 26, 1996
9
