SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. 1)
Filed by the Registrant [X]
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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
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.:
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4) Date Filed:
<PAGE>
NOBILITY HOMES, INC.
Notice and Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 1997
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 28th day
of February, 1997, at 10:00 A.M. local time, at 235 Cedar Drive, Ketchum,
Idaho.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To approve an amendment to Article III of the Company's Articles
of Incorporation increasing the number of authorized shares of
the Company's common stock from 4,000,000 shares to 10,000,000.
3. To approve the Nobility Homes, Inc. Stock Incentive Plan.
4. 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 7, 1997
<PAGE>
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 1997
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 7,
1997 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 235 Cedar Drive, Ketchum,
Idaho at 10:00 A.M., local time, on Friday, February 28, 1997.
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 and "for" each other proposal. 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 4, 1997,
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 4, 1997,
the Company had outstanding and entitled to vote 2,970,954 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 1, 1997,
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) 1,376,107(4) 46.3%
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(4) 191,229(5) 6.4%
3741 S.W. 7th Street
Ocala, Florida 34474
Directors and 1,600,534(4)(6) 53.9%
Executive Officers
(7 persons)
____________________
(1) Information contained in this table is based upon information
furnished by the persons indicated.
(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 25,523 common shares held in trust for the benefit of one of
Mr. Trexler's children over which Mr. Trexler disclaims beneficial
ownership. Includes 1,237 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."
(6) Excludes 100,000 shares subject to options which are not presently
exercisable.
PROPOSAL 1: 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 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
Year Beneficially
Principal Occupation First owned as of
or Employment; Became December 31,
Name (Age) Certain Other Directorships Director 1996(1)(2)
Terry E. Trexler Chairman of the Board and 1967 1,376,107(3)
(57) President of the Company; Mr.
Trexler is also President of
TLT, Inc., and since April
1996, a director of Citizens
National Bank and its sub-
sidiary, Citi-Bancshares,
Inc.; Mr. Trexler was
Chairman of the Board of
Citizens First Bancshares,
Inc. and its subsidiary,
Citizens First Bank of Ocala,
prior to its acquisition by
Citizens National Bank in
April 1996
Richard C. Vice President of Purchasing 1975 -0-
Barberie (58) 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. President of Chariot Eagle, 1996 3,100
Holliday (58) Inc. (which is engaged in the
manufactured home business)
since 1984 and President of
Chariot Eagle-West, Inc.
since 1995; Director of the
Recreational Park Trailer
Industry Association since
1993
Robert P. Attorney in private practice 1988 5,350
Saltsman (43) 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 and 1993 191,229(4)
(33) 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.
__________________
(1) Information contained in this table is based upon information
furnished by the persons indicated.
(2) Unless otherwise noted, all shares are owned directly with sole
voting and dispositive power.
(3) Excludes 25,523 common shares held in trust for the benefit of one of
Terry E. Trexler's children over which Mr. Trexler disclaims
beneficial ownership. Includes 1,237 shares held in trust for the
benefit of Mr. Trexler's grandchild.
(4) Excludes 100,000 shares subject to options which are not presently
exercisable.
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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act, a Form 4
reporting the acquisition or disposition of Company securities by an
officer, director or 10% shareholder must be filed with the Securities and
Exchange Commission no later than the 10th day after the end of the month
in which the transaction occurred unless certain exceptions apply.
Transactions not reported on Form 4 must be reported on Form 5 within 45
days after the end of the Company's fiscal year. Through inadvertence,
the following persons made late filings:
In October, 1996, Robert P. Saltsman, a director of the Company, sold
500 shares of the Company's common stock in an open market transaction for
which he made a late filing on Form 4. In July and August, 1996, Robert
P. Holliday, a director of the Company, made purchases of Company common
stock in the open market for which Form 4 filings should have been made in
August and September, 1996, respectively. Mr. Holliday did not file the
required Form 4 reports and made a late Form 5 filing. In September,
1996, Thomas W. Trexler, Executive Vice President and a director of the
Company, was granted options for 100,000 shares of Company common stock
for which he made a late filing on Form 5.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended November 2, 1996, 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 1996 was comprised
of Messrs. Saltsman, Holliday and Terry Trexler, 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 1996.
The Salary Review Committee is presently comprised of Messrs. Terry
Trexler, Robert Holliday and Robert 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 quarterly
fees of $1,250.
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 and its Executive Vice President, the
only other executive officer who had total salary and bonus exceeding
$100,000 during the fiscal year ended November 2, 1996. The Company did
not grant any 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 Long Term Compensation Awards
Securities
Name & Principal Year Underlying All Other
Position Ended Salary Bonus Options/SAR's Compensation
Terry E. 11/02/96 $93,500 $53,000 ---- $37,075(2)
Trexler 11/04/95 93,500 52,000 ____ 37,075(2)
President 10/29/94 93,500 20,300 ____ 37,075(2)
and Chairman
of the Board
Thomas W. 11/02/96 $74,593 $41,200 $100,000(1) $558(3)
Trexler
Executive
Vice President
________________
(1) Options granted subject to shareholder approval of the Company's
Incentive Stock Plan.
(2) Consists of (a) a $17,100 premium paid by the Company on a term life
insurance policy, and (b) $19,975 in premiums paid by the Company on
two split dollar life insurance policies. The proceeds of the first
policy will be paid to Mr. Trexler's designated beneficiaries in the
event of his death, but in the case of the two split dollar policies,
the premiums paid by the Company will be repaid to the Company out of
the policy proceeds, and the remainder of the proceeds will be paid
to Mr. Trexler's designated beneficiaries.
(3) Consists of a premium paid by the Company on a split dollar life
insurance policy. In the event of Mr. Trexler's death, the premiums
paid by the Company will be repaid to the Company out of the policy
proceeds, and the remainder of the proceeds will be paid to Mr.
Trexler's designated beneficiaries.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
% of
Total
Number of Options/
Securities SARs
Underlying Granted to Exercise
Options/ Employees or Base
SARs in Fiscal Price Expiration
Name Granted(#) Year ($/Sh) Date 5% ($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Terry E. ---- ---- ----
Trexler
Thomas W.
Trexler 100,000 100% $13.25 9-13-2006 $833,258 $2,111,709
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Salary Review Committee (the "Compensation Committee")
consists of Messrs. Terry Trexler, Robert Holliday and Robert Saltsman.
The Company's executive compensation policy seeks to fairly compensate
executives for their performances and contributions to the Company and to
provide incentives that will attract and retain key employees.
Compensation of executive officers for fiscal 1996 performance generally
consisted of a base salary and profit bonuses tied to the performance of
the Company.
Base salaries and profit bonuses historically have been reviewed and
adjusted from time to time based primarily on a non-quantitative
assessment of factors such as an individual's performance, contributions,
changes in job content and responsibilities and the Company's performance
and economic conditions. The Compensation Committee reviewed and approved
increases in the base salary and the profit bonuses provided to executive
officers in fiscal 1996. In doing so the Compensation Committee considered
(i) the Company's financial results for fiscal 1995 and the improvement in
the financial condition of the Company and (ii) certain non-quantitative
factors, with emphasis on the qualitative performance of the Company's
executives. It is an objective of the Compensation Committee to maintain
base salaries that are reflective of the individual executive's experience
and responsibility level, and that are competitive with the salary levels
of executives at other companies engaged in the same or similar line of
business with revenues in a range comparable to those of the Company.
The base salary of the Chairman, President and Chief Executive
Officer (the "CEO") has remained unchanged at his request for the past
five years. His bonuses are tied directly to the net profit before income
taxes of the overall Company, including stock price, and are approved on a
quarterly basis by the Compensation Committee. It is the Committee's
belief that the CEO is undercompensated compared to the compensation paid
to chief executive officers by other companies in the industry of similar
size and performance. However, it is the CEO's desire to maintain his
compensation in its present range, with a major incentive for his
performance taking the form of increases in the value of his substantial
stock ownership in the Company.
Section 162(m) of the Internal Revenue Code, enacted in 1993,
precludes a public corporation from deducting compensation of more than $1
million each for its chief executive officer or for any of its four other
highest paid officers. Certain performance-based compensation is exempt
from this limitation. Because non-exempt options and other forms of
compensation to the Company's officers are not expected to be anywhere
near $1 million, the Compensation Committee does not presently have a
policy regarding whether it would authorize compensation that would not be
deductible for the Company for federal income tax purposes by reason of
Section 162(m).
Robert P. Saltsman
Terry E. Trexler
Robert P. Holliday
SHAREHOLDER RETURN PERFORMANCE
The following graph compares the Company's cumulative total
shareholder return on its common stock from November 3, 1991 to November
2, 1996 with the cumulative total return of the Nasdaq Market Index and
the MG Group Index.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
Fiscal Year Ending
Company 1991 1992 1993 1994 1995 1996
Nobility Homes, 100 150.00 418.76 426.30 811.34 1,823.69
Inc.
Industry Index 100 157.67 223.98 212.84 334.31 400.80
Broad Market 100 96.87 127.13 135.16 160.32 188.27
The Industry Index chosen was:
MG Industry Group 052 - Manufactured Housing
The Broad Market Index chosen was:
Nasdaq Market Index
The current composition of the Industry Index is as follows:
American Homestar Corp.
Belmont Homes, Inc.
Cavalier Homes, Inc.
Cavco Industries, Inc.
Champion Enterprises, Inc.
Clayton Homes, Inc.
Drew Industries, Inc.
Liberty Homes, Inc. CL A
Nobility Homes, Inc.
Oakwood Homes Corp.
Schult Homes Corp.
Skyline Corp.
Southern Energy Homes
SALARY REVIEW COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Salary Review Committee consists of Messrs. Trexler,
Holliday and Saltsman. Mr. Trexler is the Company's President and
Chairman of the Board. Mr. Saltsman performed some legal services for the
Company during fiscal 1996 for which he was paid approximately $10,200
during fiscal 1996.
Terry E. Trexler 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 $716,587 in fiscal 1996 and $1,280,000 in fiscal
1995 or approximately 2% of net sales in 1996 and 4% of net sales in 1995.
Management of the Company anticipates that sales to TLT during fiscal 1997
will continue to decline as TLT's manufactured home communities are built
out.
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 2, 1996 and November 4, 1995, volume bonus awards in the
aggregate amount of $28,000 and $91,000 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.
CERTAIN TRANSACTIONS
For information concerning transactions between the Company and
directors, officers or entities in which they have an interest, see
"Salary Review Committee Interlocks."
PROPOSAL 2: PROPOSED AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Certificate of Incorporation presently authorizes the
issuance of 4,000,000 shares of common stock, $.10 per share. As of
January 27, 1997, 3,436,790 shares of common stock were outstanding. The
number of authorized shares of common stock remaining unissued as of that
date was 563,210. At its meeting on December 13, 1996, the Board of
Directors adopted resolutions proposing to amend the Articles of
Incorporation to increase the number of authorized shares of common stock
to 10,000,000 and directing that the proposed amendment, the text of which
is set forth as Appendix A, be submitted at the annual meeting for
approval by the shareholders.
The additional authorized shares may be used for any proper corporate
purpose approved by the Board of Directors. Their availability would
enable the Board of Directors and management to act with flexibility and
dispatch when favorable opportunities arise to expand or strengthen the
Company's business. Among the reasons for issuing additional shares would
be to declare stock dividends, to undertake acquisitions, to increase the
Company's capital through a sale of common stock and to engage in other
types of capital transactions. Authorized shares of the Company's common
stock may be issued upon action by the Board of Directors without further
shareholder approval. The issuance of additional shares of common stock
could result in dilution of the interests of existing shareholders. The
Company has no present plans, agreements, commitments or undertakings with
respect to the issuance and sale of the additional authorized shares of
common stock (other than shares issuable pursuant to the Incentive Stock
Plan discussed below under Proposal 3). Shareholders do not have
preemptive rights to purchase any additional shares issued.
The affirmative vote of the holders of a majority of the shares of
common stock voting on the proposal is required for approval of the
proposed amendment to increase the number of authorized shares of common
stock from 4 million to 10 million. For this purpose, broker nonvotes and
abstentions will not be counted.
The Board of Directors recommends a vote "FOR" the proposal to amend
the Articles of Incorporation to increase the number of authorized shares
of common stock to 10 million. All proxies solicited by the Board of
Directors will be so voted unless shareholders specify in their proxies a
contrary choice.
PROPOSAL 3: APPROVAL OF COMPANY'S INCENTIVE STOCK PLAN
In September 1996, the Company's Board of Directors adopted, subject
to shareholder approval, the Nobility Homes Stock Incentive Plan (the
"Plan"), providing for the issuance of options, stock appreciation rights
and other stock-based awards to key employees and directors. A total of
300,000 shares has been reserved for issuance under the Plan. The Plan
will be adopted if a majority of the shares voted at the annual meeting
with respect to the Plan are voted for approval thereof. For this
purpose, abstentions and broker nonvotes will not be counted.
Subject to shareholder approval, the Board of Directors has granted
options for 100,000 shares of common stock to Thomas W. Trexler, Director,
Executive Vice President and Chief Financial Officer of the Company. Such
options have a term of ten years, have an exercise price of $13.25
per share and become exercisable 20% per year beginning on the first
anniversary of the date of grant.
Summary of Plan
Purpose; Eligibility. The purpose of the Plan is to assist the
Company in attracting and retaining key employees and directors who will
contribute to the Company's success, and motivating such persons in a
manner that will align their interests with those of the Company's
stockholders. Key employees and directors of the Company are eligible to
receive awards under the Plan. As of January 27, 1997, there were
approximately seven key employees of the Company (including executive
officers and inside directors) and three non-employee directors considered
eligible to receive awards under the Plan. Mr. Terry E. Trexler, Chairman
of the Board and President of the Company, is not eligible to participate
in the Plan.
Administration. The Plan will be administered by the Board of
Directors. The Board of Directors may, in its discretion, delegate to a
committee all of the Board's authority and responsibility with respect to
awards under the Plan in which case the committee will be required to
function so that the Plan will meet the disinterested administration
requirements of Rule 16b-3 under the Securities Exchange Act of 1934.
Subject to the provisions of the Plan, the Board of Directors (or the
committee, if applicable) will determine who qualifies for awards, the
type, timing and expiration dates of awards, vesting schedules and other
terms and conditions of awards. All awards will be non-transferable
except as may be expressly permitted by the Board of Directors with
respect to certain family members.
Stock Options. Options awarded under the Plan may be either
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "Code"), which permits the deferral of taxable
income related to the exercise of such options, or non-qualified options
not entitled to such deferral. The Board of Directors (or the committee,
if applicable) will determine the exercise price of options, which cannot
be less than 100% of the fair market value of the common stock on the date
of grant, expiration dates and other terms and conditions of options,
including whether the option exercise price may be paid in shares of
common stock of the Company. Under the Code, only employees may receive
incentive options, which cannot have a term of more than 10 years. In the
case of an incentive option granted to an individual who owns (or is
deemed to own) at least 10% of the total combined voting power of the
Company, the exercise price must be at least 110% of the fair market value
of the common stock on the date of grant and the option term cannot exceed
five years. Incentive options may be granted only within 10 years from
the date of adoption of the Plan. The aggregate fair market value
(determined at the time the option is granted) of shares with respect to
which incentive options may be granted to any one individual under the
Plan, or any other plan of the Company or any parent or subsidiary, which
stock options are exercisable for the first time during any calendar year,
may not exceed $100,000. No participant may receive options or stock
appreciate rights under the Plan for an aggregate of more than 150,000
shares.
Other Types of Awards. The Plan also permits the award of other
stock-based awards, including stock appreciation rights ("SARs") and
restricted stock awards. An SAR entitles the recipient to receive the
difference between the fair market value of the common stock on the date
of exercise and the SAR price, in cash or in shares of common stock, or a
combination of both, as determined in the discretion of the committee
awarding the SAR. Restricted stock awards entitle the recipient to
receive shares of common stock, subject to forfeiture restrictions that
lapse over time or upon the occurrence of events specified by the
committee making the award, with the shares required to be forfeited if
the recipient ceases to be an employee or a director of the Company, as
the case may be, before the restrictions lapse.
Federal Income Tax Consequences of Options
An optionee does not recognize income for federal income tax purposes
upon the grant of a non-qualified option but must recognize ordinary
income upon exercise, to the extent of the excess of the fair market value
of the underlying shares of common stock on the date of exercise over the
exercise price. The amount of compensation includable in gross income by
an optionee is deductible by the Company during the Company's taxable year
in which the income is includable by the optionee provided among other
things that the applicable information reporting requirements are
satisfied. Upon the sale of shares acquired pursuant to the exercise of
non-qualified options, the optionee recognizes capital gain or loss to the
extent the amount realized exceeds the fair market value of the shares on
the date of exercise. If an optionee pays the exercise price of a non-
qualified option solely with cash, the tax basis of the shares received
will equal the sum of the cash plus the amount of compensation income
includable by the optionee as a result of the exercise.
The holder of an incentive option generally recognizes no income for
federal income tax purposes at the time of the grant or exercise of the
option (but the spread between the exercise price and the fair market
value of the underlying shares on the date of exercise generally will
constitute a tax preference item for purposes of the alternative minimum
tax). The optionee generally will be entitled to long term capital gain
treatment upon the sale of shares acquired pursuant to the exercise of an
incentive stock option, if the shares have been held for more than two
years from the date of grant of the option and for more than one year
after exercise. Generally, if the optionee disposes of the stock before
the expiration of either of these holding periods (a "disqualifying
disposition"), the gain realized on disposition will be compensation
income to the optionee to the extent the fair market value of the
underlying stock on the date of exercise (or, if less, the amount realized
on disposition of the underlying stock) exceeds the applicable exercise
price. The Company will not be entitled to an income tax deduction in
connection with the exercise of an incentive stock option but will be
entitled to a deduction equal to the amount of any ordinary income
recognized by an optionee upon a disqualifying disposition. If an
optionee pays the exercise price of an incentive option solely with cash,
the optionee's tax basis in the stock received is equal to the amount of
cash paid.
The Board of Directors recommends a vote "FOR" approval of the
Nobility Homes Stock Incentive Plan. All proxies solicited by the Board
of Directors will be so voted unless shareholders specify in their proxies
a contrary choice.
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 1,
1997. Price Waterhouse was engaged by the Company on October 30, 1993.
A representative of Price Waterhouse is expected to be available via
conference telephone call 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 1998, should submit a written
copy of such proposal to the principal offices of the Company no later
than October 10, 1997. 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 2, 1996, 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 7, 1997
<PAGE>
NOBILITY HOMES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
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, February 28, 1997, and any and all adjournments
thereof, in the manner specified.
(Continued and to be SIGNED and dated on the reverse side.)
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS Please
INDICATED, WILL BE VOTED "FOR" THE PROPOSAL mark [X]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. your
votes
as
indicated
in this
example
Proposal 1. Election of Directors nominated by the Board of Directors -
Terry E. Trexler, Richard C. Barberie, Robert P. Holliday,
Robert P. Saltsman, Thomas W. Trexler.
FOR all WITHHOLD
nominees AUTHORITY (INSTRUCTION: To withhold authority to vote for
listed to vote any individual nominee, write that nominee's
(except as for all name on the space provided below:
marked to nominees ______________________________________________
the contrary
to the right)
[ ] [ ]
Proposal 2. Authorization of addition 6 million shares of common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 3. Approval of Nobility Homes, Inc. Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Should any other matters
requiring a vote of the
shareholders 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
other 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, administrator, trustee or guardian,
please give full title as such.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN
THE ABOVE PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
<PAGE>
ARTICLES OF
AMENDMENT TO ARTICLES OF INCORPORATION
OF
NOBILITY HOMES, INC.
This corporation was incorporated on June 2, 1967. Pursuant to
Sections 607.1003 and 607.1004, Florida Business Corporation Act, the
following Amendment to the corporation's Articles of Incorporation were
approved by the board of directors of the Corporation on December 13, 1996
and by shareholders of the corporation on February 28, 1997. The only
voting group entitled to vote on the adoption of the Amendment consists of
the holders of the corporation's common stock. The number of votes cast
by such voting group was sufficient for approval by that voting group.
NOW, THEREFORE, Article III, Section 1 of the corporation's Articles of
Incorporation is hereby amended to read in its entirety as follows:
ARTICLE III
CAPITAL
1. Authorized Capital. The maximum number of shares of stock which
the Corporation is authorized to have outstanding at any one time is
10,500,000 shares (the "Capital Stock") divided into classes as follows:
A. Five hundred thousand (500,000) shares of preferred stock
having a par value of $0.10 per share (the "Preferred Stock"), and
which may be issued in one or more classes or series as further
described in Section 2 of this Article; and
B. Ten million (10,000,000) shares of common stock having a
par value of $0.10 per share (the "Common Stock").
All such shares shall be issued fully paid and nonassessable.
IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed this Amendment this ____ day of ________________, 1997.
/s/ Terry E. Trexler
Terry E. Trexler, President
