SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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.:
3) Filing Party:
4) Date Filed:
<PAGE>
NOBILITY HOMES, INC.
Notice and Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 27, 1998
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 27th day
of February, 1998, at 10:00 A.M. local time, at the Citrus Club in the
Republic Bank Building, 255 South Orange Avenue, Orlando, Florida.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
To be sure that your shares will be represented at the meeting,
please date, sign and return your proxy, even if you plan to attend in
person. A form of proxy and a self-addressed, postage prepaid envelope
are enclosed. If you do attend the meeting, you may withdraw your proxy
and vote in person.
By Order of the Board of Directors,
Jean Etheredge, Secretary
DATED: February 4, 1998
<PAGE>
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 27, 1998
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 4, 1998 in
connection with the solicitation by the Company's Board of Directors of
proxies to be used at the annual meeting of the shareholders of the
Company. The meeting will be held at the Citrus Club in the Republic Bank
Building, 255 South Orange Avenue, Orlando, Florida, at 10:00 A.M., local
time, on Friday, February 27, 1998.
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. Directors will be elected by a plurality of the votes cast by
shares entitled to vote at the meeting.
Shareholders of record at the close of business on January 28, 1998,
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 January 28, 1998,
the Company had outstanding and entitled to vote 2,970,954 shares of
common stock. All share information herein does not reflect the three-
for-two stock dividend payable on February 20, 1998 to stockholders of
record on January 30, 1998.
The complete mailing address of the principal office of the Company
is 3741 S.W. 7th Street, P.O. Box 1659, Ocala, Florida 34478.
<PAGE>
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES
The following table sets forth, as of January 28, 1998, 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, by each executive officer named in the
Summary Compensation table set forth elsewhere herein 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) 1,336,107(4) 44.9%
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(5) 211,229(6) 7.1%
3741 S.W. 7th Street
Ocala, Florida 34474
Directors and 1,555,134(4)(6)(7) 52.3%
Executive Officers
(8 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. Amounts shown do not reflect the
three-for-two stock dividend payable on February 20, 1998 to
stockholders of record on January 30, 1998.
(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) Includes 20,000 shares subject to presently exercisable options but
excludes 80,000 shares subject to options which are not presently
exercisable.
(7) Excludes 3,000 shares subject to options which are not presently
exercisable.
<PAGE>
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
Principal Occupation Year Beneficially
or Employment; First owned as of
Certain Other Became January 28,
Name (Age) Directorships Director 1998(1)(2)
---------- -------------------- -------- ------------
Terry E. Trexler Chairman of the Board 1967 1,336,107(3)
(58) and President of the
Company; Mr. Trexler is
also President of TLT,
Inc.; from April 1996 to
March 1997, Mr. Trexler
was a director of
Citizens National Bank
and its subsidiary,
Citi-Bancshares, Inc.
and 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
Thomas W. Trexler Executive Vice President 1993 211,229(4)
(34) and Chief Financial
Officer of the Company
since December 1994;
President of Prestige
Home Centers, Inc. since
June 1995; Director of
Prestige since 1993 and
Vice President from 1991
to June 1995; President
of Prestige Insurance
Services, Inc. since
August 1992; Vice
President of TLT, Inc.
since September 1991;
prior to September 1991
Mr. Trexler was Vice
President of NationsBank
(formerly NCNB National
Bank) in Naples, Florida
Richard C. Vice President of 1975 500
Barberie Purchasing of the
(59) 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 1996 3,100
Holliday Eagle, Inc. (which is
(59) engaged in the manu-
factured 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 1988 3,550
Saltsman practice since 1983;
(44) prior to 1983 Mr.
Saltsman was employed as
a C.P.A. by Arthur
Andersen & Co. in
Orlando, 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. Amounts shown do not reflect the
three-for-two stock dividend payable on February 20, 1998 to
stockholders of record on January 30, 1998.
(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) Includes 20,000 shares subject to presently exercisable options but
excludes 80,000 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.
<PAGE>
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.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended November 1, 1997, 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 1997 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 1997.
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 1, 1997. 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.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation
Compensation Awards
------------ ------------
Name & Securities
Principal Year Underlying All Other
Position Ended Salary Bonus Options/SAR's Compensation
-------- ----- ------ ----- ------------- ------------
<S> <C> <C> <C> <C> <C>
Terry E. Trexler 11/01/97 $93,500 $93,200 ---- $37,075(1)
President and 11/02/96 $93,500 $53,000 ---- $37,075(1)
Chairman of the 11/04/95 $93,500 $52,000 ---- $37,075(1)
Board
Thomas W. Trexler 11/01/97 $72,150 $70,000 ---- $ 558(2)
Executive Vice 11/02/96 $74,593 $41,200 100,000 $ 558(2)
President
</TABLE>
________________
(1) Consists of (a) a $17,100 premium paid by the Company on a 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.
(2) 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.
<PAGE>
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 1997 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
the base salary and the profit bonuses provided to executive officers in
fiscal 1997. In doing so the Compensation Committee considered (i) the
Company's financial results for fiscal 1996 and the continued 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 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 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
<PAGE>
SHAREHOLDER RETURN PERFORMANCE
The following graph compares the Company's cumulative total
shareholder return on its common stock from November 1, 1992 to November
1, 1997 with the cumulative total return of the MG Group Index and the
Nasdaq Market Index.
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<CAPTION>
Fiscal Year
-----------------------------------------------------
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Nobility Homes, Inc. 100 418.76 426.30 811.34 1,823.69 1,020.03
Industry Index(1) 100 223.98 212.84 334.31 400.80 259.53
Nasdaq Market Index 100 127.13 135.16 160.32 188.27 254.71
</TABLE>
________________
(1) The Industry Index chosen was the MG Industry Group 052 -
Manufactured Housing. The current composition of the Industry Index
is as follows:
American Homestar Corp.
Belmont Homes, Inc.
Cavalier Homes, Inc.
Champion Enterprises, Inc.
Clayton Homes, Inc.
Drew Industries, Inc.
Liberty Homes, Inc. CL A
Liberty Homes, Inc. CL B
Nobility Homes, Inc.
Oakwood Homes Corp.
Schult Homes Corp.
Skyline Corp.
Southern Energy Homes
<PAGE>
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 legal services for the Company during
fiscal 1997 for which he was paid approximately $4,900 during fiscal 1997.
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 $399,853 in fiscal 1997 or approximately 1% of net
sales in 1997. Management of the Company anticipates that sales to TLT
during fiscal 1998 will continue at approximately the same level 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 year ended
November 1, 1997, volume bonus awards in the aggregate amount of $8,000
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 the Company's last fiscal
year 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."
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 October 31,
1998. Price Waterhouse was engaged by the Company on October 30, 1993.
A representative of Price Waterhouse LLP is expected to be present 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 1999, should submit a written
copy of such proposal to the principal offices of the Company no later
than October 7, 1998. 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 1, 1997, 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 4, 1998
<PAGE>
NOBILITY HOMES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 27, 1998
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 27, 1998, and any and all adjournments
thereof, in the manner specified.
(Continued and to be SIGNED and dated on the reverse side.)
<PAGE>
<TABLE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS Please mark
INDICATED, WILL BE VOTED "FOR" THE PROPOSAL your votes
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. as indicated [ X ]
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.
<S> <C> <C>
FOR all
nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for
listed AUTHORITY any individual nominee, write that nominee's name
(except as to vote on the space provided below:
marked to for all
the nominees __________________________________________________
contrary to to the
the right) right
[ ] [ ]
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.
</TABLE>
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN
THE ABOVE PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
