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 28, 1998, 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 ratify the appointment of KPMG Peat Marwick LLP
as Independent Auditors for the Company for the
year ending December 31, 1998; and
3. To approve an Amendment to the Certificate of
Incorporation authorizing the Company to increase
the number of authorized common stock, $.10 par
value, from 10,000,000 shares to 15,000,000 shares;
and
4. To transact such other business as may properly come
before the meeting and any adjournments thereof.
The minute books containing the minutes of the last Annual
Meeting of Shareholders, and the minutes 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,
1998 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 24, 1998
<PAGE>
UNITED MOBILE HOMES, INC.
125 Wyckoff Road
Eatontown, New Jersey 07724
PROXY STATEMENT
Annual Meeting of Shareholders
May 28, 1998
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 28, 1998, 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 24, 1998 to shareholders of record
April 15, 1998.
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. The
Company does not intend to solicit proxies otherwise than by the
use of the mail, but certain Officers and regular employees of
the Company, without additional compensation, may use their
personal efforts, by telephone or otherwise, to obtain proxies.
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,
1998, are entitled to vote at the Annual Meeting of Shareholders.
As of the record date, there were issued and outstanding
6,993,286 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.
Proposal 3 requires the affirmative vote of a majority of the
outstanding shares.
1
<PAGE>
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
herein, 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
<PAGE>
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 J. Anderson and Charles P. Kaempffer, both of whom are
outside Directors, 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, MD 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, MD are
members of the Stock Option Committee.
3
<PAGE>
NOMINEES FOR DIRECTOR
Present Position with the
Company; Business Experience
During Past Five Years; Director
Nominee; Age Other Directorships Since
Robert J. Anderson Director. Vice President (1973 1980
(75) 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 1969
Bencivenga present) and Director.
(80) 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 1994
(39) Financial 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.
Charles P. Director. Investor; Director 1969
Kaempffer (1970 to present) of Monmouth
(60) Capital Corporation; Director
(1974 to present) of Monmouth
Real Estate Investment
Corporation; Vice Chairman and
Director (1996 to present) of
Community Bank of New Jersey;
Director (1989 to 1996) of
Sovereign Community Bank
(formerly Colonial Bank).
4
<PAGE>
NOMINEES FOR DIRECTOR
(continued)
Present Position with the
Company; Business Experience
During Past Five Years; Director
Nominee; Age Other Directorships Since
Eugene W. Landy Chairman of the Board (1995 to 1969
(64) 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), 1992
(37) Vice 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 1986
(71) to present) of Remsco
Associates, Inc., a construction
firm.
Eugene Rothenberg, Director. Obstetrician and 1977
MD Gynecologist; Investor.
(65)
Robert G. Sampson Director. Investor; Director 1969
(72) (1963 to present) of Monmouth
Capital Corporation; Director
(1968 to present) of Monmouth
Real Estate Investment
Corporation; General Partner
(1983 to present) of Sampco,
Ltd., an investment group.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
5
<PAGE>
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, 1998, 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
PROPOSAL 3
INCREASE IN AUTHORIZED COMMON STOCK
The Board of Directors has declared advisable and has
directed that there be submitted to the shareholders of the
Company at the Annual Meeting a proposed amendment to Article
Seventh of the Company's Certificate of Incorporation which would
effect an increase in the number of authorized common shares from
10,000,000 shares to 15,000,000 shares.
If approved, the increased number of authorized common
shares will be available for issuance from time to time for such
purposes and consideration as the Board of Directors may approve
and no further vote of shareholders will be required. Further,
the availability of additional common shares is necessary for
issuance in connection with the Company's Dividend Reinvestment
and Stock Purchase Plan.
6
<PAGE>
Under New Jersey law, the affirmative vote of the holders of
a majority of the outstanding shares entitled to vote at the
Annual Meeting is required to authorize the proposed increase in
the authorized number of common shares. If the amendment to the
Certificate of Incorporation is authorized, the text of Article
Seventh pertaining to the Company's authority to issue common
stock, will be as follows:
"The total authorized capital stock of this Corporation
is 15,000,000 shares of common stock, all of which shall
be of the par value of $.10. All or any part of said
shares of common stock of the par value $.10 may be issued
by the Corporation from time to time and for such
consideration as may be determined upon and fixed by the
Board ofDirectors as provided by law, with no preemptive
rights."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
PRINCIPAL SHAREHOLDERS
On April 1, 1998, 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 5.63%
122 East 42nd Street
New York, NY 10168
Common Stock Eugene W. Landy 851,879 12.18%
20 Tuxedo Road
Rumson, NJ 07760
7
<PAGE>
INFORMATION RESPECTING DIRECTORS, OFFICERS AND AFFILIATED ENTITY
As of April 1, 1998, 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 J. Anderson 16,068 0.23%
Ernest V. Bencivenga 23,289 (2) 0.33%
Anna T. Chew 25,127 (3) 0.36%
Charles P. Kaempffer 56,140 (4) 0.80%
Eugene W. Landy 851,879 (5) 12.18%
Samuel A. Landy 243,026 (6) 3.48%
Richard H. Molke 344,547 (7) 4.93%
Eugene Rothenberg, MD 81,163 (8) 1.16%
Robert G. Sampson 130,589 (9) 1.87%
United Mobile Homes, Inc.
401(k) Plan 28,037 (10) 0.40%
Directors, Officers & Affiliated
Entity as a Group 1,799,865 25.74%
(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) 8,872 shares owned by Mr. Bencivenga's
wife, and (b) 2,599 shares held in Mr. Bencivenga's
401(k) Plan. Excludes 20,000 shares issuable upon
exercise of stock options.
(3) Includes (a) 22,977 shares owned jointly with Ms. Chew's
husband, and (b) 2,150 shares held in Ms. Chew's 401(k)
Plan. Excludes 38,000 shares issuable upon exercise of
stock options.
(4) Includes (a) 2,000 shares owned by Mr. Kaempffer's wife,
and (b) 54,140 shares held in the Charles P. Kaempffer
Defined Benefit Pension Plan of which Mr. Kaempffer is
Trustee with power to vote.
8
<PAGE>
(5) Includes (a) 55,649 shares owned by Mr. Landy's wife,
(b) 172,607 shares held by Landy Investments, Ltd. for
which Mr. Landy has power to vote, (c) 99,707 shares
held in the Landy & Landy Profit Sharing Plan of which
Mr. Landy is a Trustee with power to vote, and (d)
53,276 shares held in the Landy & Landy Pension Plan of
which Mr. Landy is a Trustee with power to vote.
Excludes (a) 201,897 shares held by Mr. Landy's adult
children in which he disclaims any beneficial interest,
and (b) 100,000 shares issuable upon exercise of stock
options.
(6) Includes (a) 24,038 shares owned jointly with Mr.
Landy's wife, (b) 13,884 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) 4,550
shares held in Mr. Landy's 401(k) Plan. Excludes
125,000 shares issuable upon exercise of stock options.
(7) Includes (a) 36,522 shares owned by Mr. Molke's wife,
(b) 132,849 shares in the Richard H. Molke Grantor
Retained Annuity Trust dated December 21, 1992, and (c)
132,849 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 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.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table.
The following Summary Compensation Table shows compensation
paid by the Company for services rendered during 1997, 1996 and
1995 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 All Other
Eugene W. Landy 50,000 1997 $ - $ - $343,850(1)
Chairman of the 50,000 1996 $ - $ - $347,350(1)
Board - 1995 $ - $ - $310,160(1)
Samuel A. Landy 25,000 1997 $181,500 $39,981 $ 18,880(2)
President 25,000 1996 $165,000 $10,846 $ 18,880(2)
25,000 1995 $150,000 $15,769 $ 16,674(2)
Anna T. Chew 8,000 1997 $100,000 $11,846 $ 14,955(3)
Vice President & 10,000 1996 $ 86,650 $10,333 $ 13,509(3)
Chief Financial 10,000 1995 $ 76,650 $10,948 $ 11,428(3)
Officer
(1) Represents base compensation of $150,000 in 1997, 1996 and
1995, and a bonus of $15,000 in 1996, as well as Director's
fees and legal fees. Includes an accrual of $160,000,
$160,000 and $130,000 for 1997, 1996 and 1995, 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 Director's fees and discretionary contributions
by the Company to the Company's 401(k) Plan allocated to an
account of the named executive officer.
10
<PAGE>
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, 1997:
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 25,000 23% $13.375 3/17/02 $52,500 $153,800
Eugene W. Landy 25,000 23% $13.0625 12/15/02 $52,333 $151,558
Samuel A. Landy 25,000 23% $13.125 1/03/02 $50,775 $150,000
Anna T. Chew 8,000 7% $11.50 6/25/02 $25,440 $ 56,160
The following table sets forth for the executive officers
named in the Summary Compensation Table information regarding
stock options outstanding at December 31, 1997:
Value of Unexercised
Number of Unexercised Options at Year-End
Shares Value Options at Year-End Exercisable/
Name Exercised Realized Exercisable/Unexercisable Unexercisable
Eugene W. Landy -0- N/A 50,000 / 50,000 $175,000 / $ -0-
Samuel A. Landy -0- N/A 75,000 / 25,000 $181,250 / $ -0-
Anna T. Chew 10,000 $73,750 40,000 / 8,000 $142,500 / $2,000
Compensation of Directors
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.
11
<PAGE>
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 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.
12
<PAGE>
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 two
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 a satisfactory year. The stock price rose
from 11-3/8 at December 31, 1996 to 11-3/4 at December 31, 1997.
The Committee reviewed the progress made by Eugene W. Landy,
Chairman of the Board, in expanding the Company. Eugene Landy
completed the purchase of an additional community during 1997.
Eugene W. Landy is under an employment agreement with the
Company. His base compensation under this agreement is $150,000
per year. (The Summary Compensation Table shows an annual
compensation to Eugene W. Landy of $150,000 plus $33,850 in
director's and other legal fees plus $160,000 accrual for pension
and
13
<PAGE>
other benefits for a total of $343,850 in 1997). The Committee
granted Mr. Landy an option to purchase 25,000 shares for 1996
and an option to purchase 25,000 shares for 1997. Both options
were granted in 1997.
The Committee also reviewed the progress made by Samuel A.
Landy, President. Net income and funds from operations increased
by approximately 13% and 11%, respectively. Samuel A. Landy is
under an employment agreement with the Company. His base
compensation under this agreement is $181,500 for 1997 and will
increase to $199,650 for 1998. The Committee granted Samuel A.
Landy a bonus of $33,000 for 1996 which was paid in 1997.
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.
1992 1993 1994 1995 1996 1997
United Mobile Homes, Inc. 100 162 177 249 307 336
NAREIT All REIT 100 119 120 141 192 228
S&P 500 100 110 111 153 188 251
14
<PAGE>
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 home.
Transactions with Monmouth Real Estate Investment Corporation
During 1997 and 1996, the Company purchased 203,550 shares
of Monmouth Real Estate Investment Corporation (MREIC) common
stock at a cost of $1,183,693 primarily through its Dividend
Reinvestment and Stock Purchase Plan. The market value of these
shares as of March 19, 1998 was $1,931,881. 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 1997 and 1996, the Company purchased 21,269 shares of
Monmouth Capital Corporation (MCC) common stock at a cost of
$54,036 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
$117,709, $98,167 and $40,423, respectively, for the years ended
December 31, 1997, 1996 and 1995.
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, $90,000 and $67,500 for the years ended
December 31, 1997, 1996 and 1995, respectively.
As a REIT, the Company cannot be in the business of selling
manufactured homes for profit. During 1997, 1996 and 1995, the
Company had approximately $134,000, $64,000, and $180,000,
respectively, of rental homes that were sold to MHS at book
value.
During 1997, 1996 and 1995, the Company purchased from MHS
at its cost, 7, 13 and 10 new homes, respectively, totaling
$198,374, $298,025 and $196,952, respectively, to be used as
rental homes.
15
<PAGE>
Directors', Management and Legal Fees
During the years ended December 31, 1997, 1996 and 1995,
Director's, management and legal fees to Eugene W. Landy and the
law firm of Landy & Landy amounted to $183,850, $187,350 and
$180,160, respectively.
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
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.
16
<PAGE>
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, 1997 (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.
SHAREHOLDER PROPOSALS
In order for Shareholder Proposals for the 1999 Annual
Meeting of Shareholders to be eligible for inclusion in the
Company's 1999 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, 1998.
By Order of the Board of Directors
/s/ Ernest V. Bencivenga
ERNEST V. BENCIVENGA
Secretary
Dated: April 24, 1998
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.
17
<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 SAMUEL A. LANDY, 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 28, 1998,
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), (2) and
(3), 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 J. Anderson,
Ernest V. Bencivenga, Anna T. Chew, Charles P. Kaempffer,
Eugene W. Landy, Samuel A. Landy, Richard H. Molke,
Eugene Rothenberg, MD 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, 1998.
FOR / / AGAINST / / ABSTAIN / /
(3) Approval of an Amendment to the Certificate of Incorporation
authorizing the Company to increase the number of authorized
common stock from 10,000,000 shares to 15,000,000 shares.
FOR / / AGAINST / / ABSTAIN / /
(4) 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:____________________________, 1998.
_______________________________________________
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.
