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))
[X] 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 if 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 26, 1999
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 26th day of
February, 1999, at 10:00 A.M. local time, at the Ocala Hilton, 3600 S.W. 36th
Avenue, Ocala, Florida.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
To be sure that your shares will be represented at the meeting, please
date, sign and return your proxy, even if you plan to attend in person. A form
of proxy and a self-addressed, postage prepaid envelope are enclosed. If you do
attend the meeting, you may withdraw your proxy and vote in person.
By Order of the Board of Directors,
Jean Etheredge, Secretary
DATED: February 9, 1999
<PAGE>
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 26, 1999
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 9, 1999 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 Ocala Hilton, 3600 S.W. 36th Avenue, Ocala, Florida, at
10:00 A.M., local time, on Friday, February 26, 1999.
If the enclosed form of proxy is executed and returned, it may never-
theless 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 repre-
sented 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 15, 1999,
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 15, 1999, the Company had
outstanding and entitled to vote 4,862,276 shares of common stock. Share
information has been adjusted to reflect the 10% stock dividend payable on
February 19, 1999 to shareholders of record on January 15, 1999.
The complete mailing address of the principal office of the Company is
P.O. Box 1659, Ocala, Florida 34478.
<PAGE> 2
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES
The following table sets forth, as of January 15, 1999, 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:
<TABLE>
<CAPTION>
Name and Address Number of Common
of Beneficial Owner(1) Shares Beneficially Owned(2) Percent of Class
---------------------- ---------------------------- ----------------
<S> <C> <C>
Terry E. Trexler(3) 2,182,575(4) 44.9%
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(5) 380,702(6) 7.8%
3741 S.W. 7th Street
Ocala, Florida 34474
Directors and 2,617,581(4)(7) 53.8%
Executive Officers
(8 persons)
</TABLE>
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(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 have been adjusted to reflect the 10%
stock dividend payable on February 19, 1999 to shareholders of record on
January 15, 1999.
(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 42,112 common shares held in trust for the benefit of one of Mr.
Trexler's children over which Mr. Trexler disclaims beneficial ownership.
Includes 2,040 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 44,000 shares subject to presently exercisable options but
excludes 66,000 shares subject to options which are not presently
exercisable.
<PAGE> 3
(7) Excludes shares subject to options held by executive officers which are not
presently exercisable.
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.
<PAGE> 4
<TABLE>
<CAPTION>
Shares of Common
Year First Stock Beneficially
Principal Occupation or Employment; Certain Became Owned as of
Name (Age) Other Directorships Director January 15, 1999(1)(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Terry E. Trexler Chairman of the Board and President of the 1967 2,182,575(3)
(59) Company for more than five years; Mr.
Trexler is also President of TLT, Inc.
Thomas W. Trexler Executive Vice President and Chief 1993 380,702(4)
(35) 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
Richard C. Barberie Vice President of Purchasing of the Company 1975 825
(60) from December 1994 until his retirement in
June 1995; Executive Vice President of the Company
for more than five years prior to December 1994
Robert P. Holliday President of Chariot Eagle, Inc. (which is 1996 4,935
(60) engaged in the manufactured home business)
since 1984 and President of Chariot
Eagle-West, Inc. since 1995
Robert P. Saltsman Attorney in private practice since 1983; 1988 4,537
(45) prior to 1983 Mr. Saltsman was employed as a
C.P.A. by Arthur Andersen & Co. in Orlando,
Florida
</TABLE>
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(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 have been adjusted to reflect the 10%
stock dividend payable on February 19, 1999 to shareholders of record on
January 15, 1999.
(3) Excludes 42,112 common shares held in trust for the benefit of one of
Terry E. Trexler's children over which Mr. Trexler disclaims beneficial
ownership. Includes 2,040 shares held in trust for the benefit of Mr.
Trexler's grandchild.
<PAGE> 5
(4) Includes 44,000 shares subject to presently exercisable options but
excludes 66,000 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 July, 1998, Jean Etheredge, Secretary of the Company, purchased Company
common stock in an open market transaction which should have been reported on
Form 5 on or before December 15, 1998. Ms. Etheredge made a late Form 5 filing.
Mr. Robert P. Saltsman, a director of the Company, filed a late Form 5 reporting
a disposition in September, 1998 which should have been reported on Form 4 in
October, 1998, and reporting a gift made in October, 1998.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended October 31, 1998, the Board of Directors
of the Company held four regular meetings and two special meetings. 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 1998 was comprised
of Messrs. Robert Saltsman, Robert 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 1998.
The Salary Review Committee is presently comprised of Messrs. Terry
Trexler, Robert Holliday and Robert Saltsman. The Salary Review Committee meets
each quarter and recommends to the Board of Directors the salaries and bonuses,
if any, to be paid to the officers of the Company. The Salary Review Committee
met four times during fiscal year 1998.
<PAGE> 6
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 October 31, 1998. 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.
<PAGE> 7
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- Awards
Securities
Name & Principal Year Underlying All Other
Position Ended Salary Bonus Options/SAR's Compensation
-------- ----- ------ ----- ------------- ------------
<S> <C> <C> <C> <C> <C>
Terry E. Trexler 10/31/98 $93,500(1) $97,050 ---- $37,075(2)
President and 11/01/97 $93,500 $93,200 ---- $37,075(2)
Chairman of the 11/02/96 $93,500 $53,000 ---- $37,075(2)
Board
Thomas W. Trexler 10/31/98 $72,150 $70,000 ---- $ 555(3)
Executive Vice 11/01/97 $72,150 $70,000 ---- $ 558(3)
President 11/02/96 $74,593 $41,200 100,000 $ 558(3)
</TABLE>
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(1) Includes $3,850 earned in 1998 but deferred at Mr. Trexler's election.
(2) 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.
(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.
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 1998 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
<PAGE> 8
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
1998. In doing so the Compensation Committee considered (i) the Company's
financial results for fiscal 1997 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 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 six 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
SHAREHOLDER RETURN PERFORMANCE
The following graph compares the Company's cumulative total shareholder
return on its common stock from October 30, 1993 to October 31, 1998 with the
cumulative total return of a peer issuer group selected by the Company, the MG
Group Index and the Nasdaq Market Index.
<PAGE> 9
[graph]
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
- -------------------------------------------------------------------------------
<CAPTION>
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Nobility Homes, Inc. 101.80 193.75 435.50 365.37 663.98
Company Selected Peer Issuers(1) 97.06 136.57 167.77 173.43 165.65
Industry Index(2) 95.03 149.26 178.94 182.69 162.56
Nasdaq Market Index 106.32 126.11 148.10 194.09 219.46
</TABLE>
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(1) The Company has selected the following peer issuer group for comparison
purposes:
American Homestar Corp. Liberty Homes, Inc. CL A
Cavalier Homes, Inc. Oakwood Homes Corp.
Champion Enterprises, Inc. Palm Harbor Homes, Inc.
Clayton Homes, Inc. Skyline Corp.
Fleetwood Enterprises Southern Energy Homes
Kit Manufacturing Co.
(2) The Industry Index was the MG Industry Group 0631 (formerly 052) -
Manufactured Housing. The Company has chosen to use a company-selected peer
issuer group that management believes is more representative of the
manufactured home industry than the Industry Index, which includes non-
manufacturers and omits major competitors.
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 1998 for
which he was paid approximately $12,000 during fiscal 1998.
Terry E. Trexler owns 100% of the stock of TLT, Inc. ("TLT") which
develops, owns and manages manufactured home communities in Florida that cater
<PAGE> 10
to the retirement market. Sales to TLT and related manufactured home communities
were $196,533 in fiscal 1998, or approximately .44% of net sales in 1998.
Management of the Company anticipates that sales to TLT during fiscal 1999 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 year ended October 31, 1998,
volume bonus awards in the aggregate amount of $2,000 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 and Insider Participation."
INDEPENDENT PUBLIC ACCOUNTANTS
Management of the Company has selected the firm of Pricewaterhouse-
Coopers LLP, independent certified public accountants, as auditors to examine
the books and accounts of the Company for the fiscal year ending November 6,
1999. Price Waterhouse was engaged by the Company on October 30, 1993.
A representative of PricewaterhouseCoopers 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.
<PAGE> 11
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 2000, should submit a written copy
of such proposal to the principal offices of the Company no later than October
7, 1999. Notice to the Company of a shareholder proposal submitted otherwise
than pursuant to Rule 14a-8 will be considered untimely if received by the
Company after December 21, 1999, and the persons named in proxies solicited by
the Company's Board for its Annual Meeting of shareholders to be held in 2000
may exercise discretionary voting power with respect to any such proposal as to
which Regency does not receive timely notice. Such proposals should be submitted
by certified mail, return receipt requested.
ANNUAL REPORT
A copy of the Company's annual report for the fiscal year ended October
31, 1998, 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 Post Office Box 1659, Ocala, Florida 34478.
OTHER MATTERS
Management does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The
Company does not expect to pay any compensation for the solicitation of proxies
but may reimburse brokers and other persons holding stock in their names, or in
the names of nominees, for their expenses of sending proxy material to
principals and obtaining their proxies.
Shareholders are urged to specify their choices, date, sign and return
the enclosed proxy in the enclosed envelope, postage for which has been
provided. Prompt response is helpful and your cooperation will be appreciated.
Date: February 9, 1999
<PAGE> 13
[X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE NOBILITY HOMES, INC.
<TABLE>
With- For all
For hold Except
<S> <C> <C> <C> <C>
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL Proposal 1. Election of Directors |_| |_| |_|
MEETING OF SHAREHOLDERS FEBRUARY 26, 1999 nominated by the
Board of Directors
(except as marked to the
contrary below):
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 February 26, 1999 and at any and all
adjournments thereof, in the manner specified.
Terry E. Trexler, Richard C. Barberie,
Robert P. Holliday, Robert P. Saltsman and
Thomas W. Trexler
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark "For All Except" and write that
nominee's name in the space provided below.
--------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED "FOR" ELECTION OF
THE DIRECTORS.
Should any other matters requiring a vote of the share-
holders arise, the above named proxies are authorized
to vote the same in accordance with their best judgment
in the interest of the Company. The Board of Directors
is not aware of any matter which is to be presented
for action at the meeting other than the matters set
forth herein.
Please be sure to sign and date Date Please sign exactly as name appears hereon. Joint
This Proxy in the box below. owners should each sign. When signing as attorney,
- ------------------------------------------------------------------ executor, administrator, trustee or guardian, please give
full title as such.
Shareholder sign above Co-holder (if any) sign
above
- ------------------------------------------------------------------
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Detach above card, sign, date and mail in postage paid envelope provided.
NOBILITY HOMES, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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</TABLE>
