As filed with the Securities and Exchange Commission on August 9, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOBILITY HOMES, INC.
(Exact name of registrant as specified in its charter)
Florida 2452 59-1166102
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
3741 S.W. 7th Street
Ocala, Florida 34474
(352) 732-5157
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Terry E. Trexler,
President and Chief Executive Officer
3741 S.W. 7th Street
Ocala, Florida 34474
(352) 732-5157
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Linda Y. Kelso
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
[X]
If this Form is filed to register additional securities for an
Offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
Calculation of Registration Fee
Proposed Proposed
Title of each maximum maximum Amount of
class of offering aggregate regis-
securities to Amount to be price per offering tration
be registered registered(1) share(1) price(1) fee(2)
Common Stock,
$0.10 par value 30,000 $19.19 $575,700 $198.52
(1) Pursuant to Rule 416(a), also includes an additional 15,000 shares of
Common Stock issuable pursuant to a 3-for-2 stock split in the form of a
dividend payable on August 16, 1996.
(2) Calculated pursuant to Rule 457(c) based on the average of the bid
and asked prices reported on August 5, 1996.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 9, 1996
PROSPECTUS
30,000 Shares
[LOGO] Nobility Homes, Inc.
Common Stock
Nobility Homes, Inc. (the "Company") designs, manufactures and sells
a broad line of manufactured homes on a wholesale basis to manufactured
home dealers and manufactured home parks. Through Prestige Home Centers,
Inc., the Company's wholly-owned subsidiary, the Company operates retail
sales centers in north and central Florida that sell the Company's homes
primarily to the family market.
The Common Stock, $0.10 par value, being offered hereby will be sold
from time to time by the Selling Shareholder. The Company will pay filing
fees for this offering; however, the Selling Shareholder will bear all
other costs, including legal and accounting fees and brokerage commissions
and discounts incurred in connection with the sale of the shares to which
this Prospectus relates. The Company will not receive any of the proceeds
from the sale of the shares to which this Prospectus relates.
The Common Stock is traded on the Nasdaq National Market under the
symbol "NOBH." On August 5, 1996, the last reported sale price of the
Common Stock was $19.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Sales may be made in the over-the-counter market or on one or more
exchanges, or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions, or to one or more underwriters for resale to the public.
The date of this Prospectus is _______________, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports and other
information concerning the Company may be inspected at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional
offices of the Commission: New York Office, Seven World Trade Center,
13th Floor, New York, New York 10048 and Chicago Office, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may also be obtained from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549-1004 at prescribed rates. The Commission also maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants, including the Company, that file
electronically with the Commission. The address of such Web site is
http://www.sec.gov.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed
with the Commission under the Securities Act of 1933, as amended, to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are hereby incorporated in this Prospectus by
reference, except as superseded or modified herein:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended November 5, 1995.
2. The Company's Form 10-QSBs for the quarters ended February
3, 1996 and May 4, 1996.
Each document filed by the Company subsequent to the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act and prior to the termination of this offering shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from
the date of the filing of such document. Any statement contained in a
document incorporated by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed incorporated document or in
an accompanying Prospectus supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of any such
person, a copy of any document described above that has been incorporated
in this Prospectus by reference and not delivered with this Prospectus or
any preliminary Prospectus distributed in connection with the offering of
the Common Stock, other than exhibits to such document referred to above
unless such exhibits are specifically incorporated by reference herein.
Requests should be directed to Jean Etheridge, the Company's Secretary,
3741 S.W. 7th Street, Ocala, Florida 34474 (telephone: (352) 732-5157).
THE COMPANY
Nobility Homes, Inc. (the "Company") designs, manufactures and sells
a broad line of manufactured homes on a wholesale basis to manufactured
home dealers and manufactured home parks. Through Prestige Home Centers,
Inc., the Company's wholly-owned subsidiary, the Company operates retail
sales centers in north and central Florida that sell the Company's homes
primarily to the family market.
The Company's executive offices are located at 3741 S.W. 7th Street,
Ocala, Florida 34474, and its telephone number is (352) 732-5157. The
Company has manufacturing plants in Ocala and Belleview, Florida.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock. See "Selling Shareholder" and "Plan of
Distribution."
SELLING SHAREHOLDER
The Common Stock to which this Prospectus relates is being offered by
Barry Kaplan, principal of Barry Kaplan Associates. Mr. Kaplan provides
investor relations services to the Company. Mr. Kaplan acquired the
Common Stock to which this Prospectus relates upon the exercise in
December 1995 of options granted to him in February 1993 as partial
compensation for his services. Mr. Kaplan's option agreement with the
Company granted him registration rights for the shares issued upon
exercise of the options. As of the date of this Prospectus, Mr. Kaplan
did not beneficially own any shares of Common Stock other than those to
which this Prospectus relates, which represent approximately 1.5% of the
total shares outstanding.
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Shareholder.
Such sales may be made in the over-the-counter market or on one or more
exchanges, or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions, or to one or more underwriters for resale to the public.
The shares sold may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; or (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers. In effecting
sales, brokers or dealers engaged by the Selling Shareholder may arrange
for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Shareholder in amounts
to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in
connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 4,000,000
shares of the Common Stock, par value $0.10 per share, and 500,000 shares
of preferred stock, $0.10 par value per share ("Preferred Stock"). As of
August 1, 1996, there were 2,970,892 shares of Common Stock issued and
outstanding (after giving effect to a 3-for-2 stock split in the form of a
dividend to shareholders of record on July 26, 1996), and no Preferred
Stock was outstanding.
Common Stock
Holders of Common Stock are entitled to receive such dividends as may
be legally declared by the Board of Directors. Each shareholder is
entitled to one vote per share on all matters to be voted upon and is not
entitled to cumulate votes for the election of directors. Holders of
Common Stock do not have preemptive, redemption or conversion rights and,
upon liquidation, dissolution or winding up of the Company, are entitled
to share ratably in the net assets of the Company available for
distribution to common shareholders. All outstanding shares are, and all
shares to be outstanding upon completion of the offering will be, validly
issued, fully paid and non-assessable.
Preferred Stock
The Company currently has no shares of Preferred Stock outstanding.
Preferred Stock may be issued from time to time in one or more classes or
series, and the Board of Directors, without further approval of the
shareholders, is authorized to fix the dividend rights and terms,
conversion rights, voting rights, redemption rights and terms, liquidation
preferences, sinking funds and any other rights, preferences, privileges
and restrictions applicable to each such class or series of Preferred
Stock. The issuance of Preferred Stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could,
among other things, adversely affect the voting power of the holders of
Common Stock and, under certain circumstances, delay or prevent a change
of control of the Company. The Company does not have any present plans to
issue any Preferred Stock.
Anti-Takeover Provisions of Florida Law
The Company is subject to several anti-takeover provisions under
Florida law that apply to a public corporation organized under Florida law
unless the corporation has elected to opt out of such provisions in its
Articles of Incorporation or (depending on the provision in question) its
Bylaws. The Company has not elected to opt out of these provisions. The
Florida Business Corporation Act (the "Florida Act") contains a provision
that prohibits the voting of shares in a publicly-held Florida corporation
which are acquired in a "control share acquisition" unless the Board of
Directors approves the control share acquisition or the holders of a
majority of the corporation's voting shares (exclusive of shares held by
officers of the corporation, inside directors or the acquiring party)
approve the granting of voting rights as to the share acquired in the
control share acquisition. A "control share acquisition" is defined as an
acquisition that immediately thereafter entitles the acquiring party to
vote in the election of directors within each of the following ranges of
voting power: (i) one-fifth or more but less than one-third of such
voting power, (ii) one-third or more but less than a majority of such
voting power, and (iii) more than a majority of such voting power.
The Florida Act also contains an "affiliated transaction" provision
that prohibits a publicly-held Florida corporation from engaging in a
broad range of business combinations or other extraordinary corporate
transactions with an "interested stockholder" unless (i) the transaction
is approved by a majority of disinterested directors before the person
becomes an interested stockholder, (ii) the interested stockholder has
owned at least 80% of the corporation's outstanding voting shares for at
least five years, or (iii) the transaction is approved by the holders of
two-thirds of the corporation's voting shares other than those owned by
the interested stockholder. An interested stockholder is defined as a
person who together with affiliates and associates beneficially owns more
than 10% of the corporation's outstanding voting shares.
Limitations on Liability of Directors and Officers
The Bylaws of the Company permit the Company to indemnify its
directors so long as such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company. In addition, the Company is permitted to
advance expenses to its directors as incurred in connection with
proceedings against them for which they may be indemnified upon the
receipt of an undertaking to repay the Company such amounts if such person
is ultimately determined not to be entitled to indemnification. At
present, the Company is not aware of any pending or threatened litigation
or proceeding involving a director of the Company in which indemnification
would be required or permitted.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is Chemical
Mellon Shareholder Services, Pittsburgh, Pennsylvania. Its telephone
number is 412/236-8103.
RECENT EVENTS
The Board of Directors has declared a 3-for-2 stock split in the form
of a stock dividend payable on August 16, 1996 to shareholders of record
on July 26, 1996. The Company's audited financial statements for its
fiscal years ended November 4, 1995 and October 29, 1994 have been
restated to reflect the stock split and appear elsewhere herein. Net
income per share, as restated to reflect the split, for the three and six
month periods ended May 4, 1996 were $.21 and $.38 per share,
respectively, compared with $.16 and $.32 per share for the three and six
month periods ended May 6, 1995, respectively.
The following table shows the range of high and low sales prices for
the Common Stock on the Nasdaq National Market for the periods shown
below, as restated to reflect the 3-for-2 stock split.
Fiscal Year Ended
October 30, 1994:(1) High Low
1st Quarter $ 8.67 $7.58
2nd Quarter $ 8.08 $6.17
3rd Quarter $ 6.58 $5.67
4th Quarter $ 5.83 $5.00
Fiscal Year Ended
November 4, 1995:(1)
1st Quarter $ 6.67 $5.67
2nd Quarter $ 5.50 $4.83
3rd Quarter $ 7.83 $6.83
4th Quarter $11.00 $9.00
Fiscal Year Ended
November 2, 1996:(1)
1st Quarter $ 9.33 $ 8.67
2nd Quarter $11.33 $11.00
3rd Quarter (through August 5) $12.92 $12.67
_______________________________
(1) On January 19, 1996 a three-for-two stock split in the form of a
stock dividend was paid to shareholders of record on December 22, 1995,
and on January 31, 1994 a 10% stock dividend was paid to shareholders of
record on January 7, 1994. Amounts in the table have also been restated
to give effect to these two stock dividends.
LEGAL MATTERS
The validity of the shares of Common Stock to which this Prospectus
relates will be passed upon for the Company by Foley & Lardner,
Jacksonville, Florida.
EXPERTS
The consolidated financial statements of the Company as of and for
the years ended November 4, 1995 and October 29, 1994 included in the
registration statement have been so included in reliance upon the report
of Price Waterhouse LLP, independent certified public accountants, given
upon the authority of said firm as experts in accounting and auditing.
<PAGE>
Report of Independent Certified Public Accountants
To the Board of Directors and
Shareholders of Nobility Homes, Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, of changes in stockholders'
equity and of cash flows present fairly, in all material respects, the
financial position of Nobility Homes, Inc. at November 4, 1995 and October
29, 1994, and the results of their operations and their cash flows for the
years then ended in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above.
As discussed in Note 1 to the financial statements, the Company adopted
Statement of Financial Accounting Standards No. 109 in 1994.
Price Waterhouse LLP
Orlando, Florida
December 8, 1995, except as to Note 13
which is as of December 22, 1995 and July 26, 1996
<PAGE>
Nobility Homes, Inc.
Consolidated Balance Sheets
November 4, 1995 and October 29, 1994
1995 1994
Assets
Current assets:
Cash and cash equivalents $932,432 $1,743,102
Accounts receivable - trade, net of
allowance for doubtful accounts
of $48,000 in 1994 544,620 378,883
Accounts receivable - trade, from
related parties 956,037 792,011
Inventories 6,786,159 4,604,299
Note receivable from related party
installment sale -- 297,584
Income taxes receivable 109,082 225,269
Deferred income taxes -- 945,730
Other current assets 233,620 209,631
--------- ---------
Total current assets 9,561,950 9,196,509
Property, plant and equipment, net 994,376 929,773
Receivable from President for life
insurance premiums 478,585 458,610
Cash surrender value of life insurance 867,143 770,081
Deferred income taxes - noncurrent 847,005 --
Goodwill 147,356 --
---------- ----------
Total assets $12,896,415 $11,354,973
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Nobility Homes, Inc.
Consolidated Balance Sheets
November 4, 1995 and October 29, 1994
1995 1994
Liabilities & Stockholders' Equity
Current liabilities:
Accounts payable $1,453,823 $1,093,174
Accrued expenses 866,499 638,665
Floor plan financing -- 1,553,602
Note payable to stockholders -- 133,333
Customer deposits 213,220 217,375
Deferred gain on related party
installment sale -- 348,884
Deferred gross profit on related
party sales 124,695 84,633
Other current liabilities 99,984 40,685
--------- ---------
Total current liabilities 2,758,221 4,110,351
Notes payable - cash surrender value
of life insurance 652,424 620,965
Note payable after one year 6,644 9,449
Note payable to stockholders after
one year -- 133,333
--------- ---------
Total liabilities 3,417,289 4,874,098
--------- ---------
Stockholders' equity:
Preferred stock, $.10 par value,
500,000 shares authorized, none issued -- --
Common stock, $.10 par value, 4,000,000
shares authorized, 3,351,306 and
1,724,738 shares issued in 1995 and
1994, respectively 335,130 172,473
Additional paid-in capital 1,972,264 1,934,921
Retained earnings 8,851,799 5,894,361
Less treasury stock at cost, 465,836
and 446,236 shares in 1995 and 1994,
respectively (1,680,067) (1,520,880)
---------- ----------
Total stockholders' equity 9,479,126 6,480,875
---------- ----------
Commitments and contingent liabilities
(Note 12) -- --
---------- ----------
Total liabilities and
stockholders' equity $12,896,415 $11,354,973
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Nobility Homes, Inc.
Consolidated Statements of Income
For the years ended November 4, 1995 and October 29, 1994
1995 1994
Net sales $29,119,703 $21,209,805
Net sales - related parties 1,686,132 1,872,586
---------- ----------
Total net sales 30,805,835 23,082,391
Less cost of goods sold (23,584,591) (17,997,513)
---------- ----------
Gross profit 7,221,244 5,084,878
Selling, general and administrative
expenses (4,348,797) (3,295,053)
Interest expense on floor plan
financing (162,752) (204,697)
---------- ----------
Operating income 2,709,695 1,585,128
---------- ----------
Other income (expense):
Life insurance proceeds 1,000,000 --
Gain on sale of idle facility -- 231,327
Gain on related party installment sale 348,884 162,530
Interest income 33,842 81,308
Interest expense (72,172) (53,567)
Miscellaneous income (expense) 29,189 (47,550)
---------- ---------
1,339,743 374,048
---------- ---------
Income before provision for income taxes
and cumulative effect 4,049,438 1,959,176
Less provision for income taxes (1,092,000) (770,000)
---------- ---------
Income before cumulative effect 2,957,438 1,189,176
Cumulative effect of change to FAS 109 -- 580,000
---------- ---------
Net income $2,957,438 $1,769,176
========== =========
Weighted average shares outstanding 2,882,990 2,896,879
========== =========
Earnings per share
Income before cumulative effect $1.03 $.41
Cumulative effect - .20
---- ----
Net income $1.03 $ .61
==== ====
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
Nobility Homes, Inc.
Consolidated Statements of Changes in Stockholders' Equity
For the years ended November 4, 1995 and October 29, 1994
<CAPTION>
Additional
Common Paid-in Retained Treasury
Stock Capital Earnings Stock Total
<S> <C> <C> <C> <C> <C>
Balance at October 30, 1993 $172,473 $1,934,921 $4,125,185 $(1,412,880) $4,819,699
Treasury stock purchased
(12,000 shares) (108,000) (108,000)
Net income 1,769,176 1,769,176
-------- ---------- --------- ---------- ---------
Balance at October 29, 1994 172,473 1,934,921 5,894,361 (1,520,880) 6,480,875
Common stock issued for
acquisition of retail
centers (23,529 shares) 2,353 197,647 200,000
Treasury stock purchased
(19,600 shares) (159,187) (159,187)
Net income 2,957,438 2,957,438
Stock split, three-for-two,
effective December 22, 1995 64,122 (64,122)
Stock split, three-for-two,
effective July 26, 1996 96,182 (96,182)
------- --------- ---------- ---------- ---------
Balance at November 4, 1995 $335,130 $1,972,264 $8,851,799 $(1,680,067) $9,479,126
======= ========= ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Nobility Homes, Inc.
Consolidated Statements of Cash Flows
For the years ended November 4, 1995 and October 29, 1994
1995 1994
Cash flows from operating activities:
Net income $2,957,438 $1,769,176
Adjustments to reconcile net income
to net cash flows provided by (used
in) operating activities:
Depreciation 114,861 104,569
Gain on sale of idle facility -- (231,327)
Gain on related party installment sale (348,884) (162,530)
Deferred income taxes 945,730 (945,730)
Deferred income taxes - noncurrent (847,005) 445,730
(Increase) decrease in:
Accounts receivable - trade (165,737) (115,282)
Accounts receivable - trade, from
related parties (164,026) 136,453
Inventories (2,145,476) (565,142)
Income taxes receivable 116,187 (225,269)
Other current assets (41,594) (46,539)
Increase (decrease) in:
Accounts payable 360,649 214,364
Accrued expenses 227,834 28,150
Customer deposits (4,155) 64,012
Income taxes payable -- (602,730)
Deferred gross profit on related
party sales 40,062 (71,297)
Other current liabilities 72,413 (9,370)
--------- ----------
Net cash flows provided by (used
in) operating activities 1,118,297 (212,762)
--------- ----------
Cash flows from investing activities:
Purchase of investments -- (3,000,000)
Maturity of investments -- 3,040,000
Purchase of plant and equipment (163,204) (96,446)
Proceeds from sale of property and
equipment -- 323,670
Issuance of notes receivable -- (47,500)
Collections of notes receivable 17,605 14,649
Collections of note receivable from
related party installment sale 297,584 120,558
Issuance of note receivable from
related party -- (862,500)
Collections of notes receivables from
related parties -- 965,500
Increase in receivable from President
for life insurance premiums (19,975) (19,975)
Increase in cash surrender value of
life insurance (97,062) (87,447)
--------- --------
Net cash flows provided by
investing activities 34,948 350,509
--------- --------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Nobility Homes, Inc.
Consolidated Statements of Cash Flows
For the years ended November 4, 1995 and October 29, 1994
1995 1994
Cash flows from financing activities:
Decrease in floor plan financing $(1,553,602) $(1,185,847)
Principal payments on note payable
to stockholders (266,666) (43,334)
Additions to notes payable - cash
surrender value of life insurance 31,459 30,917
Principal payments on notes payable (15,919) (14,051)
Additions to notes payable -- 8,000
Purchase of treasury stock (159,187) (108,000)
--------- ----------
Net cash flows used in financing
activities (1,963,915) (1,312,315)
--------- ----------
Decrease in cash and cash equivalents (810,670) (1,174,568)
Cash and cash equivalents at beginning
of year 1,743,102 2,917,670
--------- ----------
Cash and cash equivalents at end of year $932,432 $1,743,102
======== =========
Supplemental disclosure of cash
flow information
Interest paid $183,624 $224,681
Income taxes paid $920,000 $1,426,000
Supplemental Schedule of Noncash Investing and Financing Activities:
Effective August 31, 1994, the Company acquired Prestige Home Centers,
Inc. through the issuance of 150,000 shares of the Company's common stock.
On May 8, 1995, the Company acquired certain assets of two manufactured
home retail sales centers in Florida by issuing 23,529 shares of common
stock valued at $200,000.
The accompanying notes are an integral part of these financial statements.
<PAGE>
Nobility Homes, Inc.
Notes to Consolidated Financial Statements
November 4, 1995 and October 29, 1994
1. Reporting Entity and Significant Accounting Policies
Operations
The consolidated financial statements include the accounts of Nobility
Homes, Inc. ("Nobility"), its wholly-owned subsidiary, Prestige Home
Centers, Inc. ("Prestige") and Prestige's wholly-owned subsidiary,
Prestige Insurance Services, Inc., an independent insurance agency
(collectively, the "Company"). The Company is engaged in the
manufacture and sale of manufactured homes to various dealerships and
manufactured housing communities throughout Florida. The Company has
two manufacturing plants located in and near Ocala, Florida. Prestige
currently operates twelve Florida retail sales centers in Ocala (3),
Tallahassee, St. Augustine, Tampa, Chiefland, Lake City, Auburndale,
Jacksonville, Brooksville and Inverness.
All intercompany accounts and transactions of the Company and its
wholly-owned subsidiary have been eliminated in consolidation.
Fiscal Year
The Company's fiscal year ends on the Saturday on or after October 31.
Prior to 1995, the Company's fiscal year ended on the Saturday closest
to October 31. The year ended November 4, 1995 consisted of a fifty-
three week period and the year ended October 29, 1994 consisted of a
fifty-two week period.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased
with an original maturity of three months or less to be cash
equivalents. Cash and cash equivalents in the accompanying
consolidated financial statements represent bank deposits.
Inventories
Inventories are carried at the lower of cost or market. Cost of
finished home inventories is determined on the specific identification
method. Other inventory costs are determined on a first-in, first-out
basis.
Property, Plant and Equipment
Property, plant and equipment are stated at cost and depreciated over
their estimated useful lives using the straight-line method. Routine
maintenance and repairs are charged to expense when incurred. Major
replacements and improvements are capitalized.
Goodwill
Goodwill represents costs in excess of the fair value of net assets of
businesses acquired and is amortized using the straight-line method
over 15 years. The Company periodically reviews goodwill to assess
recoverability. Impairment would be recognized if a permanent
diminution in value were to occur.
Revenue Recognition
The Company recognizes revenue on the sale of a manufactured home when
title transfers to an unrelated third party.
Deferred Gain on Related Party Installment Sale
Deferred gain on related party installment sale represents
unrecognized gain associated with the sale of the Company's limited
partnership interest in a manufactured housing community. Gain is
recognized in the accompanying consolidated financial statements upon
collection of the related note receivable.
Deferred Gross Profit on Related Party Sales
Gross profit on sales of manufactured homes to certain related parties
is deferred until these manufactured homes are sold to unrelated third
parties, at which point the gross profit is recognized as earnings in
the accompanying consolidated financial statements.
Warranty Costs
Estimated costs related to product warranties are accrued as the
manufactured homes are sold and are included in accrued expenses in
the accompanying consolidated financial statements.
Income Taxes
The Company adopted Statement of Financial Accounting Standards No.
109 Accounting for Income Taxes ("FAS 109") during the first quarter
of fiscal 1994. The adoption of FAS 109 changed the Company's method
of accounting for income taxes from the deferred method to an asset
and liability approach. The asset and liability approach requires the
recognition of deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities. Temporary
differences that give rise to the Company's deferred tax assets and
liabilities include allowance for bad debts, the accrual of certain
expenses for financial reporting purposes which are not deductible for
tax purposes, and the deferral of certain revenue for financial
reporting purposes.
Under provisions of FAS 109, the Company elected not to restate prior
years' consolidated financial statements. The $580,000 cumulative
effect of initial adoption on prior years' retained earnings has been
included in the consolidated financial statements as the cumulative
effect of a change in accounting principle.
Treasury Stock
Treasury stock is recorded at its cost to the Company and is presented
as a reduction to stockholders' equity in the accompanying
consolidated financial statements. Issuance of treasury stock is
recorded using the weighted average cost of treasury shares held.
Concentration of Credit Risk
The Company's customers are concentrated in the state of Florida. No
single customer accounted for over 10% of the Company's sales.
Reclassifications
Certain amounts in the prior year consolidated financial statements
have been reclassified to conform to current year presentation.
2. Acquisitions
On May 8, 1995, the Company acquired two manufactured home retail
sales centers in Florida in an asset acquisition by issuing 23,529
shares of common stock valued at $200,000. This transaction was
accounted for using the purchase method of accounting. Accordingly,
the purchased assets and liabilities have been recorded at their
estimated fair value at the date of acquisition. This treatment
resulted in approximately $147,000 of cost in excess of net assets
acquired, which is being amortized on a straight-line basis over 15
years. The results of operations of the acquired businesses have been
included in the consolidated financial statements since the date of
acquisition.
Effective August 31, 1994, Nobility acquired Prestige Home Centers,
Inc. The acquisition was financed through the issuance of 150,000
shares of Nobility's common stock and was accounted for in a manner
similar to the pooling-of-interests method. Accordingly, all
financial information for prior periods were restated to include the
results of Prestige. The consolidated financial information contains
all material adjustments needed to conform the accounting policies of
Prestige to that of Nobility. All intercompany transactions have been
eliminated.
Separate company operating results for the year ended October 29, 1994
are summarized as follows:
1994
Net sales:
Nobility $17,356,961
Prestige 17,429,718
Intercompany sales (11,704,288)
----------
Consolidated net sales $23,082,391
==========
Net income:
Nobility $1,595,780
Prestige 173,396
---------
Consolidated net income $1,769,176
=========
3. Related Party Transactions
Affiliated Entities
The President, Chairman of the Board of Directors, and 49% stockholder
of the Company (the "President") owns 100% of the stock of TLT, Inc.
TLT, Inc. is the general partner of three limited partnerships which
are developing manufactured housing communities throughout Central and
North Florida (the "TLT Communities"). The President owns between a
23% and a 100% direct and indirect interest in each of these limited
partnerships. The TLT Communities purchased manufactured homes from
the Company during fiscal 1995 and fiscal 1994.
Terms of Sales to Related Parties
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 charges the same sales price to both
unaffiliated customers and related party customers. The Company sells
manufactured homes to the TLT Communities under terms which, in some
cases, do not require payment to the Company until such time as TLT
Communities receives proceeds from the manufactured home, either
through sale to an unrelated third party or floor plan financing. As
discussed in Note 1, the Company defers gross profits on sales to
these related parties until such time as the manufactured homes are
sold to unrelated third parties.
Accounting Services
The Company provides certain accounting services for TLT, Inc. and the
TLT Communities at no charge in return for exclusive sales rights at
these communities.
Banking Relationship
The President of the Company and the President of Prestige are
directors of the bank which served as the Company's depository
institution. At October 29, 1994, the Company had deposits with the
bank totaling approximately $1,893,000. There were no investments
with this institution during 1994.
The Company changed its primary depository relationship to an
unrelated bank during 1995.
Volume Rebate Program
The Company has a volume rebate program which pays rebates based upon
sales volume. Volume rebates are used to reduce sales in the
accompanying financial statements. Volume rebates for the TLT
Communities amounted to $91,000 in 1995 and $97,000 in 1994.
Sales to Other Affiliated Companies
The Company sells manufactured homes to customers that are controlled
by an outside director of the Company. These sales are classified as
related party transactions in the accompanying financial statements.
The director resigned during fiscal year 1995.
Sales and Deferred Gross Profit/Gain from Related Parties
The following summarizes the portion of the Company's net sales and
deferred gross profit/gain for the years ended November 4, 1995 and
October 29, 1994 resulting from related party transactions:
1995 1994
Net Deferred Net Deferred
Sales Profit/Gain Sales Profit/Gain
TLT, Inc. and
TLT Communities $1,280,109 $124,695 $1,395,207 $84,633
Entities controlled
by outside director 406,023 -- 477,379 --
Sale of limited
partnership -- -- -- 348,884
---------- -------- ---------- --------
$1,686,132 $124,695 $1,872,586 $433,517
========== ======== ========== ========
Note Receivable from Related Party Installment Sale
In 1990, the Company accepted a note receivable for an installment
sale of its interest in a limited partnership to Marathon II, a
limited partnership owned 100% by the President. The note which is
collateralized by the limited partnership interest sold by the
Company, bears interest at 10% and is payable annually. The note was
due in October 1995. The outstanding balance at October 29, 1994
totaled $297,584 and was paid in full during fiscal year 1995.
Notes Receivable from Related Parties
Beginning in 1990, the Company made advances to TLT, Inc. to fund
working capital needs of the TLT Communities in return for exclusive
sales rights at these communities. As of November 4, 1995 and
October 29, 1994, advances amounted to $1,919,000. These advances are
non-interest bearing and have been fully reserved for since 1991. No
additional amounts have been advanced for working capital needs since
1993.
During 1994, the Company loaned TLT, Inc. $862,500 at a 10% interest
rate, secured by assignment of a note and mortgage. TLT, Inc. repaid
this entire amount during 1994 after it was outstanding for
approximately 5 weeks.
Receivable from President for Life Insurance Premiums
The Company funds premiums for the President on two split-dollar life
insurance policies with a face value of $1,000,000 at November 4,
1995. These policies insure the President and name a trust
established for the President's family as beneficiary. The cumulative
premiums advanced under this arrangement amounted to $478,600 at
November 4, 1995 and $458,600 at October 29, 1994. The advances are
non-interest bearing. Net cash surrender value at November 4, 1995 of
approximately $563,000 was pledged to the Company as security for
advances under this arrangement.
Note Payable to Stockholders
In September 1993 prior to the Prestige merger with the Company,
Prestige borrowed $300,000 under a promissory note from the two
primary shareholders of the Company. Proceeds of this borrowing were
used to provide working capital. The promissory note was renewed in
June 1994, and the payment terms were extended to September 1996. The
note had an annual interest rate of 8%, with interest and principal
payable quarterly. The note was paid in full during fiscal year 1995.
4. Inventories
Inventories at November 4, 1995 and October 29, 1994 are summarized as
follows:
1995 1994
Raw materials $530,061 $534,292
Work-in-process 73,068 58,842
Finished homes 5,366,658 3,416,878
Pre-owned manufactured homes 292,374 279,627
Model home furniture 523,998 314,660
--------- ----------
$6,786,159 $4,604,299
========== =========
5. Property, Plant and Equipment
Property, plant and equipment along with their estimated useful lives
and related accumulated depreciation as of November 4, 1995 and
October 29, 1994 is summarized as follows:
Range
of Lives
in Years 1995 1994
Land -- $286,639 $286,639
Land and leasehold
improvements 10-20 186,751 182,437
Buildings and improvements 15-40 1,054,374 1,022,454
Machinery and equipment 3-10 533,997 402,837
Furniture and fixtures 3-10 201,637 189,567
--------- ----------
2,263,398 2,083,934
Less accumulated depreciation (1,269,022) (1,154,161)
---------- ----------
$994,376 $929,773
======== =======
Depreciation expense totaled $114,900 and $104,600 for fiscal years
1995 and 1994, respectively.
6. Income Taxes
The provision for income taxes for the years ended November 4, 1995
and October 29, 1994 consists of the following:
1995 1994
Current tax expense:
Federal $843,000 $592,000
State 150,000 98,000
------- -------
993,000 690,000
Deferred tax expense:
Federal 99,000 80,000
--------- -------
Provision for income taxes $1,092,000 $770,000
========= =======
The following table shows the reconciliation between the statutory
federal income tax rate and the actual provision for income taxes for
the years ended November 4, 1995 and October 29, 1994.
1995 1994
Provision - federal statutory
tax rate $1,328,000 $666,000
Increase (decrease) resulting from:
State taxes, net of federal
tax benefit 99,000 71,000
Permanent differences:
Proceeds from officers life
insurance (340,000)
Other 5,000 33,000
--------- -------
Provision for income taxes $1,092,000 $770,000
========= =======
The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to
deferred tax assets and deferred tax liabilities are as follows (these
numbers are shown net of tax):
1995 1994
Gross deferred tax assets:
Allowance for doubtful accounts $740,000 $740,000
Deferred gain on related party
installment sale -- 19,300
Deferred gross profit on related
party sales 47,000 98,000
Accrued expenses 66,200 87,500
Reserve for warranty expense 39,500 39,500
------- -------
$892,700 $984,300
======= =======
Gross deferred tax liabilities:
Depreciation $(44,000) $(33,000)
Accrued expenses (1,695) (5,570)
------- -------
$(45,695) $(38,570)
No provision for a valuation reserve was provided for the deferred tax
assets because the Company believes there is sufficient income in
carryback years to absorb the deferred asset. Due to a change in
estimate regarding the allowance for doubtful accounts, the deferred
tax asset was classified noncurrent as of November 4, 1995 because
most of the temporary differences creating this asset will not reverse
within the subsequent year.
7. Life Insurance Policies
The Company owns certain life insurance policies with a face value of
approximately $960,000 at November 4, 1995. These policies insure the
President of the Company and name the Company as beneficiary. The
accompanying consolidated financial statements include the cash
surrender value of these policies as a noncurrent asset in the amount
of $867,000 and $770,000 as of November 4, 1995 and October 29, 1994,
respectively.
The Company has loans outstanding against the cash surrender value of
these policies totaling $652,000 and $621,000 as of November 4, 1995
and October 29, 1994, respectively. The loans bear interest at an
annual rate between 5% and 6%. Under terms of the loans, unpaid
interest is added to the note balance. There are no specific terms of
repayment on these notes, and the borrowings are not to exceed a
certain dollar limit as established in the related policies (see Note
14).
The Company received $1,000,000 from the proceeds of a life insurance
policy on the former President of Prestige who died during fiscal
1995. This amount has been included as a component of other income in
the accompanying consolidated statement of income.
8. Financing Agreements
Revolving Credit Facility
The Company maintains a Revolving Credit Agreement (the "Agreement")
with a bank which provides for borrowings up to $2,500,000. The
Agreement is effective through April 1996 and provides for interest at
LIBOR plus 2.5% (7.6875% at November 4, 1995) on the outstanding
balance. There are no commitment fees or compensating balance
arrangements associated with the Agreement.
At November 4, 1995, borrowings outstanding under the Agreement
totaled $919,000. This amount has been netted against cash and cash
equivalents in the consolidated balance sheet due to the legal right
of offset established by a Cash Management Agreement with the bank.
The outstanding advance was repaid on the first business day of fiscal
year 1996. Interest expense under the line of credit was
approximately $19,800 for 1995.
Floor Plan Financing
The Company has floor plan arrangements with certain finance companies
to finance a portion of its inventory. Amounts are borrowed on
individual manufactured homes up to the invoice price. These loans
bear interest at annual rates up to 1.50% above the prime interest
rate, with interest payable monthly, and are secured by the related
manufactured home. These loans are due at the earlier of the sale of
the manufactured home to retail customers or various terms which range
from 360 days to 540 days.
Amounts outstanding under these arrangements totaled $1,553,600 at
October 29, 1994. There were no amounts outstanding at November 4,
1995. The Company incurred interest expense under these arrangements
of approximately $163,000 and $205,000 in 1995 and 1994, respectively.
9. Stockholders' Equity
The authorized preferred stock of the Company may be issued in series
with rights and preferences designated by the Board of Directors at
the time it authorizes the issuance of such stock.
During 1993, the Company issued certain stock options to an investor
relations consultant. The options are to purchase 20,000 common
shares at an exercise price of $5.00 for 5,000 shares and $7.00 for
the remaining 15,000 shares. As of November 4, 1995, these options
are exercisable and remain outstanding (see Note 13). The accompanying
consolidated financial statements include no corresponding charge for
the issuance of these options as the exercise price of these options
exceeded the market value of the stock at the time of issuance.
During 1995 and 1994, the Company purchased 19,600 and 12,000 shares
of its common stock at an average cost of $8.12 and $9.00,
respectively. These purchases are included in treasury stock in the
accompanying consolidated financial statements.
10. Advertising
Advertising for Prestige retail sales centers consists primarily of
newspaper, radio and television advertising. All costs are expensed
as incurred. Advertising expense amounted to $422,400 and $340,800
for 1995 and 1994, respectively.
11. Significant Fourth Quarter Adjustment
The Company recorded an adjustment in the fourth quarter of 1995 to
defer gross profit on certain intercompany and related party sales,
primarily due to additional inventory at new retail sales centers.
The adjustment amounted to approximately $322,000 and represented a
charge to the earnings of the Company. This adjustment impacts all
quarters previously presented by the Company for fiscal year 1995.
12. Commitments and Contingent Liabilities
Leases - Operating
The Company leases the property for the Prestige retail sales centers
under various operating lease agreements expiring through September
1999. The Company also leases certain equipment under operating
leases. Total lease expense amounted to approximately $360,000 and
$241,000 in 1995 and 1994, respectively.
Future minimum lease payments under operating leases with initial or
remaining noncancelable lease terms in excess of one year at November
4, 1995 are as follows:
Year
1996 $175,000
1997 106,000
1998 91,000
1999 51,000
--------
Total $423,000
========
Repurchase Agreements
The Company is contingently liable under terms of repurchase
agreements covering dealer floor plan financing arrangements. These
arrangements, which are customary in the industry, provide for the
repurchase of homes sold to dealers in the event of default on
payments by the dealer to the dealer's financing source. The
contingent liability under these agreements amounted to approximately
$781,000 and $273,000 at November 4, 1995 and October 29, 1994,
respectively. The risk of loss is spread over numerous dealers and
financing institutions and is further reduced by the resale value of
any homes which may be repurchased. There were no homes repurchased
in 1995 or 1994.
Other Contingent Liabilities
Certain claims and suits arising in the ordinary course of business
have been filed or are pending against the Company. In the opinion of
management, any related liabilities that might arise would not have a
material adverse effect on the Company's consolidated financial
statements.
13. Stock Splits
On November 7, 1995 and July 9, 1996, the Company declared a three-for-
two stock split in the form of a stock dividend, payable on January 31,
1996 and August 16, 1996 to shareholders of record as of December 22,
1995 and July 26, 1996, respectively. Fiscal 1995 shareholders' equity
has been restated to give retroactive recognition to the stock splits
in prior periods by reclassifying from additional paid-in-capital to
common stock the par value of the additional shares arising from the
split. In addition, all references in the financial statements to per
share amounts of the Company's common stock have been restated.
Earnings Per Share
Earnings per share information was retroactively restated to give
effect to shares issued for the acquisition of Prestige, as discussed
in Note 2, and the stock splits as discussed in Note 13. Earnings per
share are computed by dividing net income by the weighted average
number of common shares outstanding during the period. The weighted
average number of shares outstanding used to present earnings per
share data is as follows:
1995 1994
Weighted average number of shares
outstanding before restatement 1,279,950 1,137,502
Shares issued for acquisition
(see Note 2) 150,000
Shares issued for stock split,
effective December 22, 1995 641,216 643,751
Shares issued for stock split,
effective July 26, 1996 961,824 965,626
--------- ---------
Weighted average number of shares
outstanding, as restated 2,882,990 2,896,879
========= =========
Dilution that could result from the exercise of certain stock options,
as described in Note 9, would not have a material effect on earnings
per share included in the accompanying consolidated financial
statements.
14. Subsequent Events
Acquisition
On November 22, 1995, the Company acquired three manufactured home
retail sales centers in Florida in an asset acquisition by issuing
18,000 shares of common stock valued at $252,000. This transaction
will be accounted for using the purchase method of accounting.
Line of Credit - (Unaudited)
On July 17, 1996, the Company entered into a revolving line of credit
agreement which provides for borrowings up to $1,500,000. The line of
credit is payable on demand and provides for monthly interest on the
outstanding balance at LIBOR plus 225 basis points. The line of credit
includes certain restrictive covenants relating to tangible net worth,
minimum levels of working capital and acquiring new debt.
Life Insurance Policies - (Unaudited)
In July 1996, the company paid in full loans outstanding against the
cash surrender value of the life insurance policies as discussed in
Note 7.
Issuance of Common Stock - (Unaudited)
On December 18, 1995, an investor relations consultant exercised
certain stock options (as discussed in Note 9) to purchase 20,000
shares of common stock. The shares were purchased at an exercise price
of $5.00 for 5,000 shares and $7.00 for the remaining 15,000 shares.
<PAGE>
No, dealer, salesperson or other person has been authorized to
give any information or to make any representations other than
those contained in this Prospectus in connection with the
offer made by this Prospectus and, if given or made, such
information or representations must not be relied upon as
having been authorized by the Company or by the Underwriters.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication
that there has been no change in the affairs of the Company
since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to
do so or to anyone to whom it is unlawful to make such offer
or solicitation.
Table of Contents
Page
The Company . . . . . . . . . . . . . . . . . . . . . . . . 1
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 1
Selling Shareholder . . . . . . . . . . . . . . . . . . . . 1
Plan of Distribution . . . . . . . . . . . . . . . . . . . 1
Description of Capital Stock . . . . . . . . . . . . . . . 2
Recent Events . . . . . . . . . . . . . . . . . . . . . . . 3
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Financial Statements . . . . . . . . . . . . . . . . . . F-1
30,000 Shares
NOBILITY
HOMES, INC.
Common Stock
($0.10 par value)
Prospectus Dated __________, 1996
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of fees
and expenses payable by the Registrant in connection with the issuance and
distribution of the securities registered hereby.
Securities and Exchange Commission
registration fee $ 199
Accountants' fees and expenses $7,500 *
Counsel fees and expenses $1,000 *
Miscellaneous $ 51 *
------
Total $7,750 *
======
____________________
* Estimate.
Item 15. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer
of the corporation (and certain other persons serving at the request of
the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and in any criminal proceeding if such person had no reasonable cause to
believe his or her conduct was unlawful. However, in the case of actions
brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall
have been adjudged liable, except in certain limited circumstances.
The Registrant's Bylaws provide that the Registrant shall indemnify
directors and executive officers to the fullest extent now or hereafter
permitted by the Florida Act.
Item 16. Exhibits.
Exhibits
5. Opinion of Foley & Lardner as to the legality of the
securities
23A. Consent of Foley & Lardner (included in Opinion filed as
Exhibit 5)
23B. Consent of Price Waterhouse LLP
24. Power of Attorney (included on the signature page of this
Registration Statement)
Item 17. Undertakings
In the event that shares are sold in an underwritten offering, the
undersigned registrant hereby undertakes to provide to the Underwriters at
the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters
to permit prompt delivery to each purchaser.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ocala, State of Florida, on
August 6, 1996.
NOBILITY HOMES, INC.
By: /s/Terry E. Trexler
Terry E. Trexler, Chairman of the
Board, President and Chief Executive
Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this Registration Statement constitutes
and appoints Terry E. Trexler, Thomas W. Trexler, Jean Etheredge and Lynn
J. Cramer, Jr., and each or any of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all
Registration Statements filed pursuant to Rule 462(b) under the Securities
Act of 1933, and to file the same, with all exhibits and other documents
in connection therewith, with the Securities and Exchange Commission, and
grants unto said attorneys-in-fact and agents, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: July 25, 1996 /s/ Terry E. Trexler
Terry E. Trexler, Chairman of the
Board, President and Chief Executive
Officer
Date: July 25, 1996 /s/ Thomas W. Trexler
Thomas W. Trexler, Executive Vice
President, Chief Financial Officer and
Director
Date: July 25, 1996 /s/ Lynn J. Cramer, Jr.
Lynn J. Cramer, Jr., Treasurer and
Principal Accounting Officer
Date:
Richard C. Barberie, Director
Date: July 25, 1996 /s/ Robert P. Holliday
Robert P. Holliday, Director
Date: July 26, 1996 /s/ Robert P. Saltsman
Robert P. Saltsman, Director
<PAGE>
EXHIBIT INDEX
Sequential
Page No.
5. Opinion of Foley & Lardner as to the legality of the
securities
23A. Consent of Foley & Lardner (included in Opinion filed
as Exhibit 5)
23B. Consent of Price Waterhouse LLP
24. Power of Attorney (included on the signature page of
this Registration Statement)
Exhibit 5
FOLEY & LARDNER
Post Office Box 240
Jacksonville, Florida 32201-0240
THE GREENLEAF BUILDING
200 LAURA STREET 32202-3527
TELEPHONE (904) 359-2000
FACSIMILE (904) 359-8700
August 9, 1996
Nobility Homes, Inc.
3741 S.W. 7th Street
Ocala, Florida 34474
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 (the "Registration Statement"), of Nobility Homes,
Inc. (the "Company"), under the Securities Act of 1933, as amended (the
"Act"), for the registration of 30,000 shares of common stock, $0.10 par
value (the "Shares").
As counsel for the Company, we have examined and are familiar with
(a) the Articles of Incorporation and Bylaws of the Company; (b) the
proceedings of the Board of Directors of the Company relating to the
issuance of the Shares; and (c) such other Company records, documents and
matters of law as we have deemed to be pertinent.
Based upon our examination of such documents and our familiarity with
such proceedings, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the state of Florida.
2. The Shares are duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in
the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus. In giving this consent, we do
not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules or regulations
of the Securities and Exchange Commission promulgated thereunder.
FOLEY & LARDNER
By: /s/ Linda Y. Kelso
Linda Y. Kelso
Exhibit 23B
Consent of Independent Accountants
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated December 8, 1995,
except as to Note 13 which is as of December 22, 1995 and July 26, 1996,
relating to the financial statements of Nobility Homes, Inc., which
appears in such Prospectus. We also consent to the reference to us under
the heading "Experts".
Price Waterhouse LLP
Orlando, Florida
August 6, 1996
