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 29, 1997, at 4:00 p.m. at the offices of
the Company on the second floor of the PNC 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, 1997; 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 15, 1997
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 18, 1997
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.
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UNITED MOBILE HOMES, INC.
125 Wyckoff Road
Post Office Box 335
Eatontown, New Jersey 07724
PROXY STATEMENT
Annual Meeting of Shareholders
May 29, 1997
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 29, 1997, 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 18, 1997 to shareholders of record
April 15, 1997.
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 15,
1997, are entitled to vote at the Annual Meeting of Shareholders.
As of the record date, there were issued and outstanding
6,533,367 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.
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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.
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 the last fiscal year.
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 the last
fiscal year. 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 the last fiscal year. Charles
P. Kaempffer, Richard H. Molke and Eugene Rothenberg, M.D. are
members of the Stock Option Committee.
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NOMINEES FOR DIRECTOR
Present Position with the Company;
Business Experience During Past Director
Nominee; Age Five Years; Other Directorships Since
_____________________________________________________________________________
Robert Anderson Director. Vice President (1973 to present) 1980
(74) of David Cronheim Company; past President
of Industrial Real Estate Brokers Associa-
tion of New York and New Jersey.
Ernest V. Bencivenga Secretary/Treasurer (1984 to present), 1969
(79) 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 Officer 1994
(38) (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.
Charles P. Kaempffer Director. Investor; Director (1970 to 1969
(59) present) of Monmouth CapitalCorporation;
Director (1974 to present) of Monmouth Real
Estate Investment Corporation; Director
(1989 to 1996) of Sovereign Community Bank
(formerly Colonial Bank).
Eugene W. Landy Chairman of the Board (1995 to present), 1969
(63) 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 President 1992
(36) (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 to present) 1986
(70) of Remsco Associates, Inc., a construction
firm.
3
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NOMINEES FOR DIRECTOR (continued)
Present Position with the Company;
Business Experience During Past Five Years; Director
Nominee; Age Other Directorships Since
- -----------------------------------------------------------------------------
Eugene Rothenberg, M.D.Director. Obstetrician and Gynecologist; 1977
(64) Investor.
Robert G. Sampson Director. Investor; Director (1963 to 1969
(71) present) of Monmouth Capital Corporation;
Director (1968 to present) of Monmouth Real
Estate Investment Corporation; 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
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, 1997, 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
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PRINCIPAL SHAREHOLDERS
On April 1, 1997, 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:
Name and Address Shares Owned Percent
Title of Class of Beneficial Owner Beneficially of Class
- -----------------------------------------------------------------
Common Stock Beechmont Co., as Agent 394,400 6.03%
122 East 42nd Street
New York, NY 10168
Common Stock Eugene W. Landy 849,224 13.00%
20 Tuxedo Road
Rumson, NJ 07760
INFORMATION RESPECTING DIRECTORS, OFFICERS AND AFFILIATED ENTITY
As of April 1, 1997, the Directors and Officers, individually
and as a group, beneficially owned Common Stock as follows:
Name of Shares Owned
Beneficial Owner Beneficially (1) Percent of Class
- ------------------------------------------------------------------
Robert Anderson 15,109 0.23%
Ernest V. Bencivenga 17,471 (2) 0.27%
Anna T. Chew 14,742 (3) 0.23%
Charles P. Kaempffer 57,998 (4) 0.89%
Eugene W. Landy 849,224 (5) 13.00%
Samuel A. Landy 240,951 (6) 3.69%
Richard H. Molke 323,970 (7) 4.96%
Eugene Rothenberg, M.D. 81,163 (8) 1.24%
Robert G. Sampson 130,589 (9) 1.99%
United Mobile Homes, Inc.
401(k) Plan 26,665 (10) 0.41%
-------- -----
Directors, Officers and
Affiliated Entity as a
Group 1,757,882 26.91%
(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) 8,857 shares held by Mr. Bencivenga's wife;
and (b) 1,812 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.
5
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(3) Includes (a) 12,978 shares held jointly with Ms. Chew's
husband, and (b) 1,764 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) 55,998 shares held in the Charles P. Kaempffer
Defined Benefit Pension Plan of which Mr. Kaempffer is
Trustee with power to vote.
(5) Includes (a) 52,623 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) 104,271 shares held in
the Landy & Landy Profit Sharing Plan of which Mr. Landy
is a Trustee with power to vote; and (d) 50,094 shares
held in the Landy & Landy Pension Plan of which Mr. Landy
is a Trustee with power to vote. Excludes (a) 204,843
shares held by Mr. Landy's adult children in which he
disclaims any beneficial interest, and (b) 75,000 shares
on which Mr. Landy has an option to purchase pursuant to
the Company's Stock Option Plan.
(6) Includes (a) 23,339 shares held jointly with Mr. Landy's
wife; (b) 13,378 shares in custodial accounts for Mr.
Landy's minor children under the NJ Uniform Transfers to
Minors Act in which he disclaims any beneficial interest
but has power to vote; and (c) 3,869 shares held in
Mr. Landy's 401(k) Plan. Excludes 100,000 shares on
which Mr. Landy has an option to purchase pursuant to the
Company's Stock Option Plan.
(7) Includes (a) 34,256 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) 56,878 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.
6
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EXECUTIVE COMPENSATION
Summary Compensation Table.
The following Summary Compensation Table shows compensation
paid by the Company for services rendered during the 1996, 1995
and 1994 to the Chairman of the Board, President, and Vice
President. There were no other executive officers whose
aggregate cash compensation exceeded $100,000:
Name and Annual Compensation
Principal Position Options Year Salary Bonus Other
- ---------------------------------------------------------------------
Eugene W. Landy - 1996 None None $347,350(1)
Chairman of the Board 50,000 1995 None None $310,160(1)
- 1994 None None $361,842(1)
Samuel A. Landy 25,000 1996 $165,000 $10,846 $ 18,880(2)
President 25,000 1995 $150,000 $15,769 $ 16,674(2)
25,000 1994 $150,000 $ 7,769 $ 9,513(2)
Anna T. Chew 10,000 1996 $ 86,650 $10,333 $ 13,509(3)
Vice President & 10,000 1995 $ 76,650 $10,948 $ 11,428(3)
Chief Financial Officer 10,000 1994 $ 73,000 $ 7,807 $ 5,224(3)
(1) Represents base compensation of $150,000 in 1996, 1995 and 1994,
and a bonus of $15,000 in 1996, as well as Directors' fees and
legal fees. Includes an accrual of $160,000, $130,000 and
$190,000 for 1996, 1995 and 1994, respectively, for pension and
other benefits in accordance with Eugene W. Landy's employment
contract.
(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) Represents Directors' fees and discretionary contributions
by the Company to the Company's 401(k) Plan allocated to an
account of the named executive officer.
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, 1996:
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%
- ------------------------------------------------------------------------
Samuel A. Landy 25,000 40% $10.625 1/10/01 $41,475 $121,900
Anna T. Chew 10,000 16% $10.75 6/27/01 $29,700 $ 65,630
7
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The following table sets forth for the executive officers
named in the Summary Compensation Table information regarding
stock options outstanding at December 31, 1996:
Number of Value of
Unexercised Unexercised
Options at Options at
Shares Value Year-End Year-End
Name Exercised Realized Exercisable/Unexer. Excerisable/Unexer.
- --------------------------------------------------------------------------
Eugene W. Landy -0- N/A 50,000 / -0- $156,250 / -0-
Samuel A. Landy 50,000 $290,625 50,000 / 25,000 $134,375 / $18,750
Anna T. Chew -0- N/A 40,000 / 10,000 $188,750 / $ 6,250
Compensation of Directors
Effective January 1, 1996, the Directors receive a fee of
$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.
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.
8
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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.
Anna T. Chew:
Effective January 1, 1997, the Company and Anna T. Chew
entered into a three-year Employment Agreement under which Ms.
Chew receives an annual base salary of $100,000 for 1997,
$110,000 for 1998 and $121,000 for 1999 plus bonuses and
customary fringe benefits. On severance for any reason, Ms. Chew
is entitled to one year's pay. In the event of disability, her
salary shall continue for a period of two years.
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
executive 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 9-3/4 at December 31, 1995 to 11-3/8 at December 31, 1996.
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 also completed the purchase of two additional
communities during 1996. 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, a
$15,000 bonus plus $22,350 in director's and other legal fees
plus $160,000 accrual for pension and other benefits, for a total
of $347,350 in 1996). The Committee granted Mr. Landy a bonus of
$15,000 for 1995 which was paid during 1996.
The Committee also reviewed the progress made by Samuel A.
Landy, President. Net income and funds from operations increased
by approximately 50% and 31%, respectively. Samuel Landy is
under an employment agreement with the Company. His base
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compensation under this contract is $165,000 for 1996 and will
increase to $181,500 for 1997. The Committee granted Samuel
Landy a bonus of $4,500 for 1995 which was paid in 1996.
COMPARATIVE STOCK PERFORMANCE
The following line graph compares the total return of the
Company's common stock for the last five 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.
1991 1992 1993 1994 1995 1996
United Mobile Homes, Inc. 100 156 253 277 389 479
NAREIT ALL REIT 100 112 133 134 159 215
S & P 500 100 108 118 120 165 203
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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.
Transactions with Monmouth Real Estate Investment Corporation
During 1996, The Company purchased 72,433 shares of Monmouth
Real Estate Investment Corporation (MREIC) common stock at a cost
of $415,587 primarily through its Dividend Reinvestment and Stock
Purchase Plan. There are five Directors of the Company who are
also Directors and shareholders of MREIC.
Transactions with Monmouth Capital Corporation and The Mobile
Home Store, Inc.
During 1996, the Company purchased 18,195 shares of Monmouth
Capital Corporation (MCC) common stock at a cost of $44,561
primarily through its Dividend Reinvestment and Stock Purchase
Plan. Six Directors of the Company are also Directors and
shareholders of MCC.
The Company receives rental income from The Mobile Home
Store, Inc. (MHS), a wholly-owned subsidiary of MCC. MHS sells
and finances the sales of manufactured homes.
MHS pays the Company market rent on sites where MHS has a
home for sale. Total site rental income from MHS amounted to
$98,167, $40,623 and $5,572, respectively, for the years ended
December 31, 1996, 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
communities. Total rental income relating to these leases
amounted to $90,000 and $67,500 for the years ended December 31,
1996 and 1995, respectively.
As a REIT, the Company cannot be in the business of selling
manufactured homes for profit. During 1996, 1995 and 1994, the
Company had approximately $64,000, $180,000 and $115,000,
respectively, of rental homes that were sold to MHS at book
value.
During 1996 and 1995, the Company purchased 13 and 10 homes,
respectively, totaling $298,025 and $196,952, respectively, to be
used as rental homes from MHS at its cost.
Other Matters
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
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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, 1996 (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.
12
<PAGE>
SHAREHOLDER PROPOSALS
In order for Shareholder Proposals for the 1998 Annual
Meeting of Shareholders to be eligible for inclusion in the
Company's 1998 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, 1997.
By Order of the Board of Directors
/s/ Ernest V. Bencivenga
ERNEST V. BENCIVENGA
Secretary
Dated: April 18, 1997
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.
13
<PAGE>
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 PNC Bank Building, 125
Wyckoff Road, Eatontown, New Jersey, on Thursday, May 29, 1997,
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.
<PAGE>
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, M.D. 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 year ending December 31, 1997.
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:____________________________, 1997. ______________________________
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.
