SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [XX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[XX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NOBILITY HOMES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[XX] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
2) Aggregate number of securities to which transaction applies:
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 was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously 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:
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NOBILITY HOMES, INC.
Notice and Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 1, 1996
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the Annual Meeting of the Shareholders of
NOBILITY HOMES, INC. (the "Company") will be held on Friday, the 1st day
of March, 1996, at 10:00 A.M. eastern standard time, at the Citrus Club,
FirstState Building, 255 South Orange Avenue, Orlando, Florida.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
To be sure that your shares will be represented at the meeting,
please date, sign and return your proxy, even if you plan to attend in
person. A form of proxy and a self-addressed, postage prepaid envelope
are enclosed. If you do attend the meeting, you may withdraw your proxy
and vote in person.
By Order of the Board of Directors,
Jean Etheredge, Secretary
DATED: February 9, 1996
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 1, 1996
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 9, 1996 in
connection with the solicitation by the Company's Board of Directors of
proxies to be used at the annual meeting of the shareholders of the
Company. The meeting will be held at the Citrus Club, FirstState
Building, 255 South Orange Avenue, Orlando, Florida at 10:00 A.M., eastern
standard time.
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time, insofar as it has not been exercised,
by delivering a later dated proxy or written notice of revocation to the
Secretary of the meeting or by attendance at the annual meeting and
electing to vote in person. The shares represented by the proxy will be
voted unless the proxy is received in such form as to render it not
votable. The proxy is in ballot form so that a specification may be made
to grant or withhold authority to vote for the election of each director.
Unless otherwise indicated, the shares represented by the proxy will be
voted "for" the election of each director nominated by the Board of
Directors. The affirmative vote by the holders of a majority of the
common shares voting on any proposal at the annual meeting is required for
approval of the proposal.
Shareholders of record at the close of business on February 7, 1996,
will be entitled to vote. Each share of common stock is entitled to one
vote on any matter to come before the meeting. As of February 7, 1996,
the Company had outstanding and entitled to vote 1,980,595 shares of
common stock.
The complete mailing address of the principal office of the Company
is 3741 S.W. 7th Street, P.O. Box 1659, Ocala, Florida 34478.
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES
The following table sets forth, as of February 7, 1996, certain
information as to the $.10 par value common stock of the Company owned
beneficially, directly or indirectly, by each person who is known by the
Company to own beneficially more than five percent (5%) of the Company's
outstanding voting securities and by all directors and executive officers
as a group:
Number of
Name and Address Common Shares
of Beneficial Beneficially Percent
Owner(1) Owned(2) of Class
Terry E. Trexler(3) 942,405(4) 47.6%
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(5) 124,071 6.3%
3741 S.W. 7th Street
Ocala, Florida 34474
Directors and 1,087,744(4) 54.9%
Executive Officers
(7 Persons)
____________________
(1) Information contained in this table is based upon information
furnished by the persons indicated and has been adjusted to reflect a
three-for-two stock split effective January 19, 1996.
(2) Unless otherwise noted, all shares are owned directly with sole
voting and dispositive power.
(3) Mr. Terry Trexler is President and Chairman of the Board of the
Company. Additional information is contained under "Nomination and
Election of Directors."
(4) Excludes 17,016 common shares held in trust for the benefit of one of
Mr. Trexler's children over which Mr. Trexler disclaims beneficial
ownership. Includes 825 shares held in trust for the benefit of Mr.
Trexler's grandchild.
(5) Mr. Thomas Trexler is Executive Vice President and a director of the
Company. Additional information is contained under "Nomination and
Election of Directors."
NOMINATION AND ELECTION OF DIRECTORS
At the meeting, a Board of five directors will be elected to serve
for one year and until the election and qualification of their successors.
The accompanying proxy will be voted, if authority to do so is not
withheld, for the election as directors of the following persons who have
been designated by the Company's Board of Directors as nominees.
The bylaws of the Company provide for not less than one nor more than
ten directors. The Board of Directors has determined that five directors
are appropriate for the present time. Accordingly, proxies cannot be
voted for more than five nominees.
Each nominee has consented to being named as such in this proxy
statement, and is at present available for election. Each nominee with
the exception of Robert P. Holliday is a member of the Board, having been
elected as such at the last annual meeting of the shareholders.
If any nominee should become unavailable, the persons voting the
accompanying proxy may, in their discretion, vote for a substitute.
Additional information concerning the nominees, based on data furnished by
them, is set forth below.
The Board of Directors of the Company recommends a vote "for" the
election of each of the following nominees. Proxies solicited by the
Board of Directors will be so voted unless shareholders specify in their
proxies a contrary choice.
Shares of
Common Stock
Principal Occupation Year Beneficially
or Employment; First owned as of
Certain Other Became December 31,
Name (Age) Directorships Director 1995(1)(2)
Terry E. Trexler Chairman of the Board 1967 942,405(3)
(56) and President of the
Company; Mr. Trexler is
also President of TLT,
Inc., and Chairman of
the Board of Citizens
First Bancshares, Inc.
and its subsidiary,
Citizens First Bank of
Ocala
Richard C. Barberie Vice President of 1975 -0-
(57) Purchasing of the
Company from December
1994 until his
retirement in June 1995;
Executive Vice President
of the Company for more
than five years prior to
December 1994
Robert P. Holliday President of Chariot -0-
(57) Eagle, Inc. (which is
engaged in the manu-
factured home business)
from 1984 to the present
and President of Chariot
Eagle-West, Inc. since
1995; Director of the
Recreational Park
Trailer Industry
Association since 1993
Robert P. Saltsman Attorney in private 1988 3,900
(42) practice since 1983;
prior to 1983 Mr.
Saltsman was employed as
a C.P.A. by Arthur
Andersen & Co. in
Orlando, Florida
Thomas W. Trexler Executive Vice President 1993 124,071
(32) and Chief Financial
Officer of the Company
since December 1994;
President of Prestige
Home Centers, Inc. since
June 1995; Director of
Prestige since 1993 and
Vice President from 1991
to June 1995; President
of Prestige Insurance
Services, Inc. since
August 1992; Vice President
of TLT, Inc. since September
1991; prior to September 1991
Mr. Trexler was Vice President
of NationsBank (formerly NCNB
National Bank) in Naples,
Florida; Mr. Trexler also is
a director of Citizens First
Bancshares, Inc. and its
subsidiary, Citizens First
Bank of Ocala
(1) Information contained in this table is based upon information
furnished by the persons indicated and has been adjusted to reflect a
three-for-two stock split effective January 19, 1996.
(2) Unless otherwise noted, all shares are owned directly with sole
voting and dispositive power.
(3) Excludes 17,016 common shares held in trust for the benefit of one of
Terry E. Trexler's children over which Mr. Trexler disclaims
beneficial ownership. Includes 825 shares held in trust for the
benefit of Mr. Trexler's grandchild.
Except as specifically noted in the table above, all of the nominees
named above have been employed in the capacities indicated for more than
five years. Terry E. Trexler is the father of Thomas W. Trexler.
In April, 1995, Robert P. Saltsman, a director of the Company,
purchased 500 shares of the Company's common stock in an open market
transaction for which he made a late filing on Form 5. Under
Section 16(a) of the Securities Exchange Act, Mr. Saltsman's Form 5
reporting the acquisition should have been filed with the Securities and
Exchange commission no later than the 45th day after the end of the
Company's 1995 fiscal year.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended November 4, 1995, the Board of Directors
of the Company held four regular meetings and one special meeting. All
directors of the Company attended at least 75% of the aggregate total
meetings of the Board of Directors and committees of the Board on which
they served.
The Company presently has two standing committees of its Board of
Directors, an Audit Committee and a Salary Review Committee. The Company
has no standing nominating committee of the Board.
The Company's Audit Committee, which during fiscal 1995 was comprised
of Mr. Saltsman and, prior to his resignation, Mr. Lawrence Maxwell,
reviews the internal controls of the Company and the objectivity of its
financial reporting. It meets with the Company's independent public
accountants in connection with these reviews. The Audit Committee also
recommends to the Board of Directors the appointment of the independent
certified public accountants. The Audit Committee met once during fiscal
1995.
The Salary Review Committee is presently comprised of Messrs. Terry
Trexler and Saltsman. The Salary Review Committee recommends to the Board
of Directors the salaries and bonuses, if any, to be paid the officers of
the Company. The Salary Review Committee met four times during the fiscal
year.
Directors who are not employees of the Company are paid $750 for each
scheduled meeting of the Board of Directors. No additional compensation
is paid for attendance at meetings of any committee of the board.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
the Company for services rendered during the years indicated to the
Company's Chief Executive Officer. None of the Company's executive
officers other than its Chief Executive Officer had total salary and bonus
exceeding $100,000 during the year ended November 4, 1995. The Company
did not grant any options, restricted stock awards or stock appreciation
rights or make any long-term incentive plan payouts to any executive
officers during the years indicated.
Annual Compensation
Name & Principal Year All Other
Position Ended Salary Bonus Compensation
Terry E. Trexler 11/04/95 $93,500 $52,000 $37,075(1)
President and 10/29/94 93,500 20,300 37,075(1)
Chairman of the 10/30/93 93,500 36,100 37,075(1)
Board
________________
(1) Consists of (a) a $17,100 premium paid by the Company on a term life
insurance policy, and (b) $19,975 in premiums paid by the Company on
two split dollar life insurance policies. The proceeds of the first
policy will be paid to Mr. Trexler's designated beneficiaries in the
event of his death, but in the case of the two split dollar policies,
the premiums paid by the Company will be repaid to the Company out of
the policy proceeds, and the remainder of the proceeds will be paid
to Mr. Trexler's designated beneficiaries.
CERTAIN TRANSACTIONS
After obtaining a fairness opinion from an independent investment
banking firm, the Company's Board of Directors approved a Plan of
Reorganization providing for Prestige Home Centers, Inc. ("Prestige") to
become a wholly owned subsidiary of the Company. Effective August 31,
1994, the Company acquired all the outstanding stock of Prestige from (1)
Terry E. Trexler, the Company's President and Chairman of the Board, (2)
his son, Thomas W. Trexler, the Company' Executive Vice President and
Chief Financial Officer (since December 1994) and a director, and (3)
Bertus C. Parker, the President of Prestige at the time of the
acquisition, in exchange for a total of 150,000 shares of Common Stock of
the Company. Terry E. Trexler, a 45% shareholder of Prestige prior to the
acquisition, and Thomas W. Trexler, a 45% shareholder, director and
officer of Prestige, each received 67,500 shares of Common Stock of the
Company in exchange for their Prestige shares. Based on the closing price
of the Company's Common Stock on the effective date of the acquisition,
the 135,000 shares received by the Trexlers in the acquisition had a fair
market value of $9.00 per share.
The Company's acquisition of Prestige eliminated the conflicts of
interest inherent in the Company doing business with an entity controlled
by officers, directors and principal shareholders of the Company, while at
the same time allowing the Company to benefit from the growing market for
its homes through the development by Prestige of additional sales centers
within the Company's geographic market area.
Prior to the Company's acquisition of Prestige, Prestige borrowed
$300,000 from Terry E. Trexler and Thomas W. Trexler for working capital
under a promissory note which had an interest rate of 8% per annum. The
loan was renewed in June 1994 and the payment terms were extended to
September 1996. The note was paid in full during fiscal 1995.
Under applicable accounting principles, the Company's financial
statements have been restated for fiscal 1994 as if Prestige had been a
wholly owned subsidiary throughout the year. Accordingly, no information
is set forth herein concerning transactions between Prestige and the
Company during the last two years; all of such transactions are eliminated
in consolidation in the Company's financial statements as inter-company
transactions.
Terry E. Trexler also owns 100% of the stock of TLT, Inc. ("TLT")
which develops, owns and manages manufactured home communities in Florida
that cater to the retirement market. Sales to TLT and related
manufactured home communities were $1,280,000 in fiscal 1995 and
$1,395,000 in fiscal 1994 or approximately 4% of net sales in 1995 and 6%
of net sales in 1994. Management of the Company anticipates that sales to
TLT during fiscal 1996 will continue to decline as TLT's manufactured home
communities are built out.
The Company sells manufactured homes to unaffiliated customers under
various terms which require payment between 15 and 180 days from the date
of shipment. The Company has sold manufactured homes to the TLT
communities, which sell the Company's homes exclusively, under terms
which, in some cases, do not require payment to the Company until such
time as the related party receives proceeds from the manufactured home,
through either a sale to an unrelated third party customer or obtaining
floor plan financing for the manufactured home. The Company defers gross
profits on sales to these related parties until such time as the
manufactured homes are sold to unrelated third parties. As of November 4,
1995, the Company had accounts receivable from TLT of $865,700,
representing sales on extended terms for model center homes under the
special arrangements described above, of which $365,800 had been
outstanding for more than 180 days. As of October 29, 1994, the Company
had accounts receivable from TLT of $672,706, of which $231,169
represented receivables outstanding for more than 180 days.
During fiscal 1994 the Company made a short-term $862,500 loan to TLT
bearing interest at 10% per annum, secured by a collateral assignment of a
note and mortgage. The loan, including interest, was repaid in full after
two months.
TLT participates with other dealers that purchase homes from the
Company in a volume bonus award program under which the Company offers a
volume bonus award to dealers that purchase homes in excess of certain
specified dollar amounts during a specified period. During the years
ended November 4, 1995 and October 29, 1994, volume bonus awards in the
aggregate amount of $91,000 and $97,000 were paid to TLT.
The Company provides certain accounting services to TLT at no charge
in return for exclusive sales rights at TLT's manufactured home
communities. The value of these services during each of the Company's
last two fiscal years was less than $60,000.
Lawrence W. Maxwell, a former director of the Company, and Terry E.
Trexler are principals of M.H.G.P., Inc., a general partner of Tropical
Palms of Fort Myers, Ltd., which has benefitted from the Company's
financial assistance to TLT discussed above, in return for which the
manufactured home community has granted the Company virtually exclusive
sales rights.
INDEPENDENT PUBLIC ACCOUNTANTS
Management of the Company has selected the firm of Price Waterhouse
LLP, independent certified public accountants, as auditors to examine the
books and accounts of the Company for the fiscal year ending November 2,
1996. Price Waterhouse was engaged by the Company on October 30, 1993.
A representative of Price Waterhouse is expected to be available at
the annual meeting with an opportunity to make statements if he so desires
and to respond to appropriate questions by shareholders.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal to be included in the
Company's proxy statement for the next annual meeting of the shareholders
scheduled to be held at the end of February 1997, should submit a written
copy of such proposal to the principal offices of the Company no later
than October 17, 1996. Such proposal should be submitted by certified
mail, return receipt requested.
ANNUAL REPORT
A copy of the Company's annual report for the fiscal year ended
November 4, 1995, accompanies this proxy statement. Any shareholder who
would like an additional copy of the annual report may obtain one by
writing the Treasurer of the Company at 3741 S.W. 7th Street, Post Office
Box 1659, Ocala, Florida 34478.
OTHER MATTERS
Management does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting,
it is the intention of the persons designated as proxies to vote in
accordance with their best judgment on such matters.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The
Company does not expect to pay any compensation for the solicitation of
proxies but may reimburse brokers and other persons holding stock in their
names, or in the names of nominees, for their expenses of sending proxy
material to principals and obtaining their proxies.
Shareholders are urged to specify their choices, date, sign and
return the enclosed proxy in the enclosed envelope, postage for which has
been provided. Prompt response is helpful and your cooperation will be
appreciated.
Date: February 9, 1996
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE PROPOSAL THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
Please mark your votes as
indicated in this example [X]
ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS -- TERRY E.
TREXLER, RICHARD C. BARBERIE, ROBERT P. HOLIDAY, ROBERT P.
SALTSMAN, THOMAS W. TREXLER
FOR ALL NOMINEES WITHHOLD
LISTED (EXCEPT AS AUTHORITY (INSTRUCTION: TO WITHHOLD
MARKED TO THE TO VOTE FOR AUTHORITY TO VOTE FOR ANY
CONTRARY TO ALL NOMINEES INDIVIDUAL NOMINEE, WRITE THAT
THE RIGHT) TO THE RIGHT NOMINEE'S NAME ON THE SPACE PROVIDED
BELOW.
[_] [_] ____________________________________
SHOULD ANY OTHER MATTERS REQUIRING A
VOTE OF THE SHAREHOLDER ARISE, THE
ABOVE NAMED PROXIES ARE AUTHORIZED TO
VOTE THE SAME IN ACCORDANCE WITH THEIR
BEST JUDGMENT IN THE INTEREST OF THE
COMPANY. THE BOARD OF DIRECTORS IS NOT
AWARE OF ANY MATTER WHICH IS TO BE
PRESENTED FOR ACTION AT THE MEETING
OTHER THAN THE MATTERS SET FORTH
HEREIN.
(Please sign exactly as name or names
appear hereon. Executors,
administrators, trustees or other
representatives should so indicate when
signing.)
Signature(s)_______________ Signature(s)_______________ Date______________
Note: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, trustee or guardian, please give full
title as such
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YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE
PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
<PAGE>
NOBILITY HOMES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
MARCH 1, 1996
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement appoints Terry E. Trexler and Jean
Etheredge, and each or either of them, as proxies, with full power of
substitution and resubstitution, to represent the undersigned and to vote
all shares of common stock of Nobility Homes, Inc., which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Company
to be held on Friday, March 1, 1996, and any and all adjournments thereof,
in the manner specified.
(Continued and to be SIGNED and dated on the reverse side.)
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