UNITED MOBILE HOMES, INC.
125 Wyckoff Road
Eatontown, New Jersey 07724
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual
Meeting of Shareholders of United Mobile Homes,
Inc. (the Company) will be held on Thursday, May
30, 1996, at 4:00 p.m. at the offices of the
Company on the second floor of the Midlantic Bank
Building, 125 Wyckoff Road, Eatontown, New Jersey,
for the following purposes:
(1) To elect nine Directors, the names
of whom are set forth in the
accompanying proxy statement,to
serve for the ensuing year; and
(2) To approve the selection by the Board
of Directors of KPMG Peat Marwick LLP
as independent auditors for the Company
for the year ending December 31, 1996;
and
(3) To transact such other business as may
properly come before the meeting and
any adjournments thereof.
The record books containing the records of
the last meeting of shareholders, and the records
of all meetings of the Directors since the last
Annual Meeting of Shareholders, will be presented
at the meeting for the inspection of the
shareholders. Only shareholders of record at
the close of business on April 19, 1996 will be
entitled to vote at the meeting and at any
adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY,
PLEASE SIGN AND DATE THE ENCLOSED PROXY WHICH IS
BEING SOLICITED BY THE BOARD OF DIRECTORS, AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
s/Ernest V. Bencivenga
ERNEST V. BENCIVENGA
Secretary
April 30, 1996
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the
enclosed proxy card, date and sign the card,
and return it in the envelope provided. If
you sign, date and return the proxy card but
give no voting instructions, your shares will be
voted"FOR" Proposals 1 and 2 listed above.
UNITED MOBILE HOMES, INC.
125 Wyckoff Road
Post Office Box 335
Eatontown, New Jersey 07724
PROXY STATEMENT
Annual Meeting of Shareholders
May 30, 1996
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in
connection with the solicitation by the Board of
Directors of United Mobile Homes, Inc. (the
Company) of proxies to be voted at the Annual
Meeting of Shareholders of the Company to be held
on May 30, 1996, and at any adjournments thereof
(Annual Meeting), for the purposes listed in the
preceding Notice of Annual Meeting of
Shareholders. This Proxy Statement and the
accompanying proxy card are being distributed on
or about April 30, 1996 to shareholders of record
April 19, 1996.
A copy of the Annual Report, including
financial statements, is being mailed herewith.
Any shareholder giving the accompanying proxy
has the power to revoke it at any time before it
is exercised at the Annual Meeting by filing with
the Secretary of the Company an instrument
revoking it, by delivering a duly executed proxy
card bearing a later date, or by appearing at the
meeting and voting in person. Shares represented
by properly executed proxies will be voted as
specified thereon by the shareholder. Unless the
shareholder specifies otherwise, such proxies will
be voted FOR the proposals set forth in the Notice
of Annual Meeting.
The cost of preparing, assembling and mailing
this Proxy Statement and form of proxy, and the
cost of soliciting proxies related to the meeting,
will be borne by the Company. It is contemplated
that the original solicitation of proxies by mail
will be supplemented by telephone, telegraph and
personal solicitation by officers, directors and
other regular or part-time employees of the
Company and no additional compensation will be
paid to such individuals, except for brokers' and
nominees' out-of-pocket expenses.
VOTING RIGHTS
Only holders of the Company's $.10 par value
common stock (Common Stock) of record as of the
close of business on April 19, 1996, are entitled
to vote at the Annual Meeting of Shareholders. As
of the record date, there were issued and
outstanding 5,966,475 shares of Common Stock, each
share being entitled to one vote on any matter
which may properly come before the meeting. Said
voting right is non-cumulative. The holders of a
majority of the outstanding shares of Common Stock
shall constitute a quorum. A majority of the
votes cast by holders of the Common Stock is
required for approval of Proposals 1 and 2.
1
PROPOSAL 1
ELECTION OF DIRECTORS
It is proposed to elect a Board of nine
Directors. The proxy will be voted for the
election of the nine nominees named below, all of
whom are members of the present Board, to serve
for a one-year term for which they have been
nominated, unless authority is withheld by the
shareholder. The nominees have agreed to serve,
if elected, for the new term. If for any reason
any of the said nine nominees shall become
unavailable for election, the proxy will be voted
for any substitute nominee who may be selected by
the Board of Directors prior to or at the meeting,
or, if no substitute is selected by the Board of
Directors, for a motion to reduce the membership
of the Board to the number of the following
nominees who are available. In the event the
membership of the Board is reduced, it is
anticipated that it would be restored to the
original number at the next annual meeting. In
the event a vacancy occurs on the Board of
Directors after the Annual Meeting, the by-laws
provide that any such vacancy shall be filled for
the unexpired term by a majority vote of the
remaining Directors. The Company has no knowledge
that any of the nine nominees shall become
unavailable for election.
The proxies solicited cannot be voted for a
greater number of persons than the nominees named.
Some of the nominees for Director are also
Officers and/or Directors of other companies,
including Monmouth Capital Corporation and
Monmouth Real Estate Investment Corporation, both
publicly-owned companies. In addition, the
Officers and Directors of the Company may engage
in real estate transactions for their own account,
which transactions may also be suitable for United
Mobile Homes, Inc. In most respects, the
activities of the Company, Monmouth Real Estate
Investment Corporation and Monmouth Capital
Corporation are not in conflict, but rather
complement each other. However, the activities of
the Officers and Directors on behalf of the other
companies, or for their own account, may on
occasion conflict with those of the Company and
deprive the Company of favorable opportunities.
It is the opinion of the Officers and Directors of
the Company that there have been no conflicting
transactions since the beginning of the last
fiscal year.
Committees of the Board of Directors
and Meeting Attendance
The Board of Directors met four times during
the last fiscal year. No Directors attended fewer
than 75% of the meetings.
The Company has a standing Audit Committee, a
Stock Option Committee and a Compensation
Committee of the Board of Directors.
2
The Audit Committee, which recommends to the
Directors the independent public accountants to be
engaged by the Company and reviews with management
the Company's internal accounting procedures and
controls, met once during 1995. Robert Anderson
and Charles P. Kaempffer are members of the Audit
Committee.
The Compensation Committee, which makes
recommendations to the Directors concerning
compensation, met once during 1995. Richard H.
Molke and Eugene Rothenberg, M.D. are members of
the Compensation Committee.
The Stock Option Committee, which administers
the Company's Stock Option Plan, met once during
1995. Charles P. Kaempffer, Richard H. Molke and
Eugene Rothenberg, M.D. are members of the Stock
Option Committee.
NOMINEES FOR DIRECTOR
Present Position with the Company;
Business Experience During Past Director
Name Five Years; Other Directorships Age Since
____________________________________________________________________
Robert Anderson Director. Vice President (1973 73 1980
to present) of David Cronheim
Company; past President of
Industrial Real Estate Brokers
Association of New York and
New Jersey.
Ernest V. Secretary/Treasurer (1984 to 78 1969
Bencivenga present), Treasurer (1969 to
1984) and Director. Financial
Consultant (1976 to present);
Treasurer and Director (1961 to
present) and Secretary (1967 to
present) of Monmouth Capital
Corporation; Treasurer and
Director (1968 to present) of
Monmouth Real Estate Investment
Corporation.
Anna T. Chew Vice President and Chief Financial 37 1994
Officer (1995 to present),
Controller (1991 to 1995) and
Director. Certified Public
Accountant; Controller (1991 to
present) and Director (1993 to
present) of Monmouth Real Estate
Investment Corporation; Controller
(1991 to present) and Director
(1994 to present) of Monmouth
Capital Corporation; Senior
Manager (1987 to 1991) of KPMG
Peat Marwick.
3
Present Position with the Company;
Business Experience During Past Director
Name Five Years; Other Directorships Age Since
___________________________________________________________________
Charles P. Director. Investor; Director 58 1969
Kaempffer (1970 to present) of Monmouth
Capital Corporation; Director
(1974 to present) of Monmouth Real
Estate Investment Corporation;
Director (1989 to present) of
Sovereign Community Bank (formerly
Colonial Bank for Savings).
Eugene W. Landy Chairman of the Board (1995 to 62 1969
present), President (1969 to
1995) and Director. Attorney at
Law, Landy & Landy; President
and Director (1961 to present) of
Monmouth Capital Corporation;
President and Director (1968 to
present) of Monmouth Real Estate
Investment Corporation.
Samuel A. Landy President (1995 to present), Vice 35 1992
President (1991 to 1995) and
Director. Attorney at Law, Landy
& Landy (1987 to present);Director
(1989 to present) of Monmouth
Real Estate Investment Corporation;
Director (1994 to present) of
Monmouth Capital Corporation.
Richard H. Molke Director. Vice President (1984 69 1986
to present) of Remsco Associates,
Inc., a construction firm.
Eugene Director. Obstetrician and 63 1977
Rothenberg,M.D. Gynecologist; Investor.
Robert G. Sampson Director. Investor; Director 70 1969
(1963 to present) of Monmouth
Capital Corporation; Director
(1968 to present) of Monmouth
Real Estate Investment Corpora-
tion; Director (1972 to 1993)
of United Jersey Bank; General
Partner (1983 to present) of
Sampco, Ltd., an investment
group.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
4
PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
It is proposed to approve the
appointment of KPMG Peat Marwick LLP as
Independent Auditors for the Company for the
purpose of making the annual audit of the books of
account of the Company for the year ending
December 31, 1996, and shareholder approval of
said appointment is requested. KPMG Peat Marwick
LLP served as Independent Auditors of the Company
since 1994. There are no affiliations between the
Company and KPMG Peat Marwick LLP, its partners,
associates or employees, other than its employment
as Independent Auditors for the Company. KPMG
Peat Marwick LLP informed the Company that it has
no direct or indirect financial interest in the
Company. The Company does expect a representative
of KPMG Peat Marwick LLP to be present at the
Annual Meeting either to make a statement or to
respond to appropriate questions.
The approval of the appointment of the
Independent Auditors must be by the affirmative
vote of a majority of the votes cast at the Annual
Meeting. In the event KPMG Peat Marwick LLP does
not receive an affirmative vote of the majority of
the votes cast by the holders of shares entitled
to vote, then another firm will be appointed as
Independent Auditors and the shareholders will be
asked to ratify the appointment at the next annual
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THIS PROPOSAL
PRINCIPAL SHAREHOLDERS
On March 15, 1996, no person owned of record,
or was known by the Company to own beneficially,
more than five percent (5%) of the shares of the
Company, except the following:
Percent
Title Name and Address Shares Owned of
of Class Beneficial Owner Beneficially Class
Common Beechmont Co., as Agent 394,400 6.61%
Stock 122 East 42nd Street
New York, NY 10168
Common Eugene W. Landy 837,269 14.03%
Stock 20 Tuxedo Road
Rumson, NJ 07760
Common Richard H. Molke 305,919 5.13%
Stock 8 Ivins Place
Rumson, NJ 07760
5
INFORMATION RESPECTING DIRECTORS, OFFICERS AND
AFFILIATED ENTITY
As of March 15, 1996, the Directors and
Officers, individually and as a group,
beneficially owned Common Stock as follows:
Name of Shares Owned Percent
Beneficial Owner Beneficially(1) of Class
_______________________________________________
Robert Anderson 14,266 0.23%
Ernest V. Bencivenga 11,456 (2) 0.19%
Anna T. Chew 4,312 (3) 0.07%
Charles P. Kaempffer 54,878 (4) 0.92%
Eugene W. Landy 837,269 (5) 14.03%
Samuel A. Landy 189,995 (6) 3.18%
Richard H. Molke 305,919 (7) 5.13%
Eugene Rothenberg, M.D. 80,303 (8) 1.35%
Robert G. Sampson 130,589 (9) 2.19%
United Mobile Homes, Inc.
401(k) Plan 24,185(10) 0.41%
_________ ______
Directors, Officers and
Affiliated Entity as
a Group 1,653,172 27.70%
(1) Beneficial ownership, as defined herein,
includes Common Stock as to which a person
has or shares voting and/or investment power.
(2) Includes (a) 8,491 shares held by Mr.
Bencivenga's wife; and (b) 1,238 shares held
in Mr. Bencivenga's 401(k) Plan. Excludes
20,000 shares on which Mr. Bencivenga has an
option to purchase pursuant to the Company's
Stock Option Plan.
(3) Includes (a) 2,854 shares held jointly with
Ms. Chew's husband, and (b) 1,458 shares
held in Ms. Chew's 401(k) Plan. Excludes
40,000 shares on which Ms. Chew has an
option to purchase pursuant to the
Company's Stock Option Plan.
(4) Includes (a) 2,000 shares held by Mr.
Kaempffer's wife; and (b) 52,878 shares held
in the Charles P. Kaempffer Defined Benefit
Pension Plan of which Mr. Kaempffer is
Trustee with power to vote.
(5) Includes (a) 49,970 shares held by Mr.Landy's
wife; (b) 172,607 shares held by Landy
Investments, Ltd. for which Mr. Landy has
power to vote; (c) 108,647 shares held in
the Landy & Landy Profit Sharing Plan of
which Mr. Landy is a Trustee with power to
vote; and (d) 47,302 shares held in the
Landy & Landy Pension Plan of which Mr. Landy
is a Trustee with power to vote. Excludes
50,000 shares on which Mr. Landy has an
option to purchase pursuant to the
Company's Stock Option Plan.
6
(6) Includes (a) 22,724 shares held jointly with
Mr. Landy's wife; (b) 12,932 shares in
custodial accounts for Mr. Landy's minor
children under the NJ Uniform Transfers to
Minors Act in which he disclaims any bene-
ficial interest but has power to vote; and
(c) 3,195 shares held in Mr. Landy's 401(k)
Plan. Excludes 125,000 shares on which Mr.
Landy has an option to purchase pursuant
to the Company's Stock Option Plan.
(7) Includes (a) 25,383 shares held by Mr.
Molke's wife; (b) 125,000 shares in the
Richard H. Molke Grantor Retained Annuity
Trust dated December 21, 1992; and (c)
125,000 shares in the Louise G. Molke
Grantor Retained Annuity Trust dated
December 21, 1992.
(8) Includes (a) 56,076 shares held by
Rothenberg Investments, Ltd. in
which Dr. Rothenberg has a beneficial
interest; and (b) 20,173 shares held as
Trustee for a Profit Sharing Plan of
which Dr. Rothenberg has power to vote.
(9) Includes (a) 32,400 shares held in the
Estate of Helen Haskell Sampson; and (b)
48,492 shares held by Sampco, Ltd. in
which Mr. Sampson has a beneficial
interest.
(10) Excludes shares held by Ernest V.
Bencivenga, Samuel A. Landy and Anna T.
Chew which have been included in their
holdings as shown above. Samuel A.
Landy, President and Director, and
Anna T. Chew, Vice President and
Director, are Co-Trustees of the
Company's 401(k) Plan and share voting
powers.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following Summary Compensation Table
shows compensation paid by the Company for
services rendered during 1995, 1994 and 1993 to
the Chairman of the Board and President. There
were no other executive officers whose aggregate
cash compensation exceeded $100,000:
Annual Compensation
_______________________________________
Name and
Principal Position Options Year Salary Bonus Other
___________________________________________________________________
Eugene W. Landy 50,000 1995 None None $310,160(1)(3)
Chairman of the - 1994 None None $361,842(1)(3)
Board - 1993 None None $179,838(1)
Samuel A. Landy 25,000 1995 $150,000 $15,769 $ 16,674(2)
President 25,000 1994 $150,000 $ 7,769 $ 9,513(2)
25,000 1993 $109,038 $10,300 $ 10,126(2)
7
(1) Represents base compensation of $150,000 in
both 1995 and 1994, and $137,800 in 1993, as
well as Director's fees and legal fees.
(2) Represents Director's fees, fringe benefits
and discretionary contributions by the
Company to the Company's 401(k) Plan allocated
to an account of the named executive officer.
(3) Includes $130,000 for 1995 and $190,000 for
1994 accrual for pension and other benefits
in accordance with Eugene W. Landy's employ-
ment contract.
Stock Option Plan
The following table sets forth, for the
executive officers named in the Summary
Compensation Table, information regarding
individual grants of stock options made during the
year ended December 31, 1995:
Potential Realized
Value at Assumed
% of Total Price Annual Rates for
Options Granted to Per Expiration Option Term
Name Granted Employees Share Date 5% 10%
Eugene W. Landy 50,000 45% $8.25 1/5/2000 $66,100 $91,450
Samuel A. Landy 25,000 22% $8.25 1/5/2000 $33,050 $95,725
The following table sets forth for the
executive officers named in the Summary
Compensation Table information regarding stock
options outstanding at December 31, 1995:
# of Unexercised
Options at Value of Unexercised
Shares Value Year-End In-the-Money Options
Name Exercised Realized Exer./Unexer. at Year-End
Eugene W. Landy -0- N/A -0-/50,000 $ -0- /$75,000
Samuel A. Landy -0- N/A 75,000/25,000 $262,500/$37,500
Compensation of Directors
The Directors received a fee of $300 for each
Board meeting attended. Effective January 1,
1996, this fee was increased to $1,000 for each
Board meeting attended. Directors also receive a
fixed annual fee of $7,600, payable $1,900
quarterly. Directors appointed to house
committees receive $150 for each meeting attended.
Those specific committees are Compensation
Committee, Audit Committee and Stock Option
Committee.
8
Employment Agreements
Eugene W. Landy:
On December 14, 1993, the Company and Eugene
W. Landy entered into an Employment Agreement
under which Mr. Landy receives an annual base
compensation of $150,000 plus bonuses and
customary fringe benefits, including health
insurance, participation in the Company's 401(k)
Plan, stock options, five weeks' vacation and use
of an automobile. In lieu of annual increases in
base compensation, there will be additional
bonuses voted by the Board of Directors.
On severance of employment for any reason,
Mr. Landy will receive severance of $450,000,
payable $150,000 on severance and $150,000 on the
first and second anniversaries of severance. If
employment is terminated following a change in
control of the Company, Mr. Landy will be entitled
to severance pay only if actually severed either
at the time of merger or subsequently.
In the event of disability, Mr. Landy's
compensation shall continue for a period of three
years, payable monthly.
On retirement, Mr. Landy shall receive a
pension of $50,000 a year for ten years, payable
in monthly installments. In the event of death,
Mr. Landy's designated beneficiary shall receive
$450,000, $100,000 thirty days after death and the
balance one year after death.
The Employment Agreement terminates December
31, 1998. Thereafter, the term of the Employment
Agreement shall be automatically renewed and
extended for successive one-year periods.
Samuel A. Landy:
Effective January 1, 1996, the Company and
Samuel A. Landy entered into a three-year
Employment Agreement under which Mr. Landy
receives an annual base salary of $165,000 for
1996, $181,500 for 1997 and $199,650 for 1998 plus
bonuses and customary fringe benefits. Bonuses
shall be at the discretion of the Board of
Directors and shall be based on certain
guidelines. Mr. Landy will also receive four
weeks' vacation, use of an automobile, and stock
options for 25,000 shares in each year of the
contract.
The Company agrees to loan to Mr. Landy
$100,000 at the Company's corporate borrowing rate
with a five-year maturity and a fifteen-year
principal amortization. Additional amounts,
secured by Company stock, may be borrowed at the
same terms for the exercise of stock options.
On severance and disability, Mr. Landy is
entitled to one year's pay.
9
Report of Board of Directors on Executive
Compensation
Overview and Philosophy
The Company has a Compensation Committee
consisting of three independent outside Directors.
This Committee is responsible for making
recommendations to the Board of Directors
concerning compensation. The Compensation
Committee takes into consideration three major
factors in setting compensation.
The first consideration is the overall
performance of the Company. The Board believes
that the financial interests of the executive
officers should be aligned with the success of the
Company and the financial interests of its
shareholders. Increases in funds from operations,
the enhancement of the Company's equity portfolio,
and the success of the Dividend Reinvestment and
Stock Purchase Plan all contribute to increases in
stock prices, thereby maximizing shareholders'
return.
The second consideration is the individual
achievements made by each officer. The Company is
a small real estate investment trust (REIT). The
Board of Directors is aware of the contributions
made by each officer and makes an evaluation of
individual performance based on their own
familiarity with the officer.
The final criteria in setting compensation is
comparable wages in the industry. In this regard,
the REIT industry maintains excellent statistics.
Evaluation
The Company had an excellent year. The stock
price rose from 7-3/8 at December 31, 1994 to 9-
3/4 at December 31, 1995. The Committee reviewed
the progress made by Eugene W. Landy, Chairman of
the Board, in reducing the Company's costs of
funds. Eugene Landy was successful in bringing
the Company's long-term debt from a variable rate
of prime plus 1% to a fixed rate of 7.5%. Eugene
Landy is under an employment agreement with the
Company. His base compensation under this
contract is $150,000 per year. (The Summary
Compensation Table shows an annual compensation to
Eugene Landy of $150,000 plus $30,160 in
director's and other fees plus $130,000 accrual
for pension and other benefits, for a total of
$310,160 in 1995). The Committee has decided to
grant Mr. Landy a bonus of $15,000.
The Committee also reviewed the progress made
by Samuel A. Landy, President. Net income and
funds from operations increased by approximately
16% and 17%, respectively. The Committee also
noted that Samuel Landy's current compensation was
less than the average salary received by
Presidents of other REITs. Therefore, the
Committee decided to increase Samuel A. Landy's
base compensation from $150,000 to $165,000
effective January 1, 1996 and to provide him with
a five-year contract with scheduled increases in
base compensation. Samuel Landy will also be
granted stock options for 25,000 shares in each
year of the five-year contract as well as other
fringe benefits. The Committee believes that an
employment agreement with Samuel Landy is in the
best interest of the Company and its shareholders
to retain and to ensure continuity and stability
of management.
10
COMPARATIVE STOCK PERFORMANCE
The following line graph compares the total
return of the Company's common stock for the last
five fiscal years to the NAREIT All REIT Total
Return Index, published by the National
Association of Real Estate Investment Trusts
(NAREIT), and the S&P 500 Index for the same
period. The total return reflects stock price
appreciation and dividend reinvestment for all
three comparative indices. The information herein
has been obtained from sources believed to be
reliable, but neither its accuracy nor its
completeness is guaranteed.
1990 1991 1992 1993 1994 1995
United Mobile
Homes, Inc. 100 142 222 360 393 551
S & P 500 100 131 141 155 157 215
NAREIT 100 136 152 180 182 215
11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Affiliated Partnerships
Royal Green Ltd., a partnership in which
Eugene W. Landy has a significant ownership
interest, owns 30 homes located in Allentown
Mobile Home Park in Memphis, Tennessee. The
Company charges Royal Green Ltd. market rent on
each occupied unit.
Burtenn, Inc., a corporation in which Eugene
W. Landy is the sole shareholder, was the general
partner of Heather Highlands Mobile Home Village
Associates, L.P. On February 3, 1995, the Company
acquired the remaining 11.64% interest in Heather
Highlands Mobile Home Village Associates, L.P.
from Eugene W. Landy.
Transactions with The Mobile Home Store, Inc.
The Company receives rental income from The
Mobile Home Store, Inc. (MHS), a wholly-owned
subsidiary of Monmouth Capital Corporation. MHS
sells and finances the sales of mobile homes. Six
Directors of the Company are also Directors and
shareholders of Monmouth Capital Corporation.
MHS pays the Company market rent on sites
where MHS has a home for sale. Total site rental
income from MHS amounted to $40,623 and $5,572,
respectively, for the years ended December 31,
1995 and 1994.
Effective April 1, 1995, the Company and MHS
entered into an agreement whereby MHS leases space
from the Company to be used as sales lots, at
market rates, at most of the Company's parks.
Total rental income relating to these leases
amounted to $67,500 for the year ended December
31, 1995.
As a REIT, the Company cannot be in the
business of selling mobile homes for profit.
During 1995 and 1994, the Company had
approximately $180,000 and $115,000, respectively,
of rental homes. The Company sold these homes to
MHS at book value.
During 1995, the Company purchased ten homes
totaling $196,952 to be used as rental homes from
MHS at its cost.
Directors', Management and Legal Fees
During the years ended December 31, 1995,
1994 and 1993, Director's, management and legal
fees to Eugene W. Landy and the law firm of Landy
& Landy amounted to $180,160, $171,842 and
$179,838, respectively.
Other Matters
During 1994, the Company entered into a three-
year employment agreement and a five-year
employment agreement with two of its executive
officers. The agreements provide for base
compensation, bonuses and fringe benefits, in
addition to specified severance and retirement
benefits. The Company is accruing these benefits
over the terms of the agreements. Included in
general and administrative expense for the years
ended December 31, 1995 and 1994 were $155,650 and
$197,350, respectively, relating to these
agreements.
12
There is no family relationship between any
of the Directors or Executive Officers of the
Company, except that Samuel A. Landy, President
and Director, is the son of Eugene W. Landy,
Chairman of the Board of the Company.
Eugene W. Landy and Samuel A. Landy are
partners in the law firm of Landy & Landy, which
firm, or its predecessor firms, have been retained
by the Company as legal counsel since the
formation of the Company, and which firm the
Company proposes to retain as legal counsel for
the current year.
There is a potential loss of professional
independence inherent in the attorney/director
relationship. This may jeopardize the attorney's
usefulness as a director and may compromise his
effectiveness as a corporate attorney. It is not
unusual for a corporation to have on its Board of
Directors an attorney who also serves as outside
counsel. The New Jersey Supreme Court has ruled
that this relationship is not per se improper, but
the attorney should fully discuss the issue of
conflict with the other directors and disclose it
as part of the proxy statement so that
shareholders can consider the conflict issue when
voting for or against the attorney/director
nominee.
COMPLIANCE WITH EXCHANGE ACT FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires the Company's
Officers and Directors, and persons who own more
than 10% of the Company's Common Stock, to file
reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers,
Directors and greater than 10% shareholders are
required by Securities and Exchange Commission
regulations to furnish the Company with copies of
all Section 16(a) forms they file. Based solely
on review of the copies of such forms furnished to
the Company, the Company believes that, during the
fiscal year, all Section 16(a) filing requirements
applicable to its Officers, Directors and greater
than 10% beneficial owners were met.
GENERAL
The Board of Directors knows of no other
matters other than those stated in the Proxy
Statement which are to be presented for action at
the Annual Meeting. If any other matters should
properly come before the Annual Meeting, it is
intended that proxies in the accompanying form
will be voted on any such matter in accordance
with the judgment of the persons voting such
proxies. Discretionary authority to vote on such
matters is conferred by such proxies upon the
persons voting them.
The Company will provide, without charge, to
each person being solicited by this Proxy
Statement, on the written request of any such
person, a copy of the Annual Report of the Company
on Form 10-K for the year ended December 31, 1995
(as filed with the Securities and Exchange
Commission), including the financial statements
and schedules thereto. All such requests should
be directed to UNITED MOBILE HOMES, INC.,
Attention: Secretary, 125 Wyckoff Road, Eatontown,
NJ 07724.
13
SHAREHOLDER PROPOSALS
In order for Shareholder Proposals for the
1997 Annual Meeting of Shareholders to be eligible
for inclusion in the Company's 1997 Proxy
Statement, they must be received by the Company at
its principal office at 125 Wyckoff Road, P. O.
Box 335, Eatontown, New Jersey 07724 not later
than December 1, 1996.
By Order of the Board of Directors
s/ Ernest V. Bencivenga
ERNEST V. BENCIVENGA
Secretary
Dated: April 30, 1996
IMPORTANT: Shareholders can help the Directors
avoid the necessity and expense of sending follow-
up letters to insure a quorum by promptly
returning the enclosed proxy. The proxy is
revocable and will not affect your right to vote
in person in the event you attend the meeting.
You are earnestly requested to sign and return the
enclosed proxy in order that the necessary quorum
may be present at the meeting. The enclosed
addressed envelope requires no postage and is for
your convenience.
14
PROXY PROXY
UNITED MOBILE HOMES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
PLEASE FILL IN, DATE AND SIGN PROXY AND RETURN PROMPTLY
The undersigned hereby appoints EUGENE W. LANDY,ERNEST V. BENCIVENGA and
ROBERT G. SAMPSON, and each or any of them, proxies of the undersigned,with
full power of substitution, to vote in their discretion (subject to any
direction indicated hereon) at the Annual Meeting of Shareholders to be held
at the Company Office on the second floor of the Midlantic Bank Building,
125 Wyckoff Road, Eatontown, New Jersey, on Thursday, May 30, 1996, at 4:00
o'clock p.m., and at any adjournment thereof, with all the powers which
the undersigned would possess if personally present, and to vote all shares
of stock which the undersigned may be entitled to vote at said meeting.
The Board of Directors recommends a vote FOR items (1) and (2), and all
shares represented by this Proxy will be so voted unless otherwise indicated,
in which case they will be voted as marked.
(1) Election of Directors - Nominees are: Robert Anderson, Ernest V.
Bencivenga, Anna T. Chew, Charles P. Kaempffer, Eugene W. Landy,
Samuel A. Landy, Richard H. Molke, Eugene Rothenberg and Robert G.
Sampson. (Instruction: To withhold authority to vote for any
individual Nominee, write that person's name on the line below).
______________________________________________________________________
FOR all Nominees WITHHOLD AUTHORITY
except as Indicated / / to vote for listed Nominees / /
(2) Approval of the appointment of KPMG Peat Marwick LLP as Independent
Auditors for the Company for the fiscal year ending December 31, 1996.
FOR / / AGAINST / / ABSTAIN / /
(3) Such Other Business as may be brought before the meeting or any
adjournment thereof. The Board of Directors at present knows of no
other business to be presented by or on behalf of the Company or
its Board of Directors at the meeting.
Receipt of Notice of Meeting and Proxy Statement
is hereby acknowledged.
Dated:_______________, 1996
___________________________________ ____________________________________
Signature Signature
Important: Please date this Proxy; sign exactly as your name(s) appears
hereon. When signing as joint tenants, all parties to the joint tenancy
should sign. When signing the Proxy as attorney, executor, administrator,
trustee or guardian, please give full title as such.
