UNITED MOBILE HOMES, INC.
Juniper Business Plaza
3499 Route 9 North, Suite 3-C
Freehold, New Jersey 07728
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, June 1, 2000, at 4:00 p.m. at the offices of
the Company at Juniper Business Plaza, 3499 Route 9 North, Suite
3-C, Freehold, 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 LLP as
Independent Auditors for the Company for the year
ending December 31, 2000; and
3. 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 14,
2000 will be entitled to vote at the meeting and at any
adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT IN PERSON, 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 27, 2000
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UNITED MOBILE HOMES, INC.
Juniper Business Plaza
3499 Route 9 North, Suite 3-C
Freehold, New Jersey 07728
PROXY STATEMENT
Annual Meeting of Shareholders
June 1, 2000
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 June 1, 2000, 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 27, 2000 to shareholders of record
April 14, 2000.
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 14,
2000, are entitled to vote at the Annual Meeting of Shareholders.
As of the record date, there were issued and outstanding
7,363,864 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. An affirmative vote of 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
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 three times during the last
fiscal year. Robert J. Anderson, Charles P. Kaempffer and Robert
G. Sampson attended 66% 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 J. Anderson and Charles P. Kaempffer, both of whom are
outside Directors, are members of the Audit Committee.
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The Compensation Committee, which makes recommendations to
the Directors concerning compensation, met once during the last
fiscal year. Richard H. Molke and Eugene D. Rothenberg 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 D. Rothenberg are
members of the Stock Option Committee.
NOMINEES FOR DIRECTOR
Present Position with the
Company; Business Experience During Director
Nominee;Age Past Five Years;Other Directorships Since
Robert J. Anderson Director. Vice President (1973 1980
(77) 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.
(82) 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
(41) Financial Officer (1995 to
present) 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
(62) 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).
3
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NOMINEES FOR DIRECTOR
(continued)
Present Position with the
Company; Business Experience During Director
Nominee;Age Past Five Years;Other Directorships Since
Eugene W. Landy Chairman of the Board (1995 to 1969
(66) present), President (1969 to
1995) and Director. Attorney at
Law; 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) and 1992
(39) Director. Attorney at Law;
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
(73) to present) of Remsco
Associates, Inc., a construction
firm.
Eugene D. Director. Obstetrician and 1977
Rothenberg Gynecologist; Investor.
(67)
Robert G. Sampson Director. Investor; Director 1969
(74) (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
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PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
It is proposed to approve the appointment of KPMG 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, 2000, and shareholder approval of said
appointment is requested. KPMG LLP has served as Independent
Auditors for the Company since 1994. There are no affiliations
between the Company and KPMG LLP, its partners, associates or
employees, other than its employment as Independent Auditors for
the Company. KPMG LLP informed the Company that it has no direct
or indirect financial interest in the Company. The Company does
expect a representative of KPMG 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 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, 2000, 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 Eugene W. Landy 921,708 12.52%
20 Tuxedo Road
Rumson, NJ 07760
Common Stock Richard H. Molke 390,371 5.30%
8 Ivins Place
Rumson, NJ 07760
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INFORMATION RESPECTING DIRECTORS, OFFICERS AND AFFILIATED ENTITY
As of March 15, 2000, the Directors and Officers,
individually and as a group, beneficially owned Common Stock as
follows:
Shares Owned Percent
Name of Beneficial Owner Beneficially (1) of Class
Robert J. Anderson 18,978 0.26%
Ernest V. Bencivenga 30,491 (2) 0.41%
Anna T. Chew 36,172 (3) 0.49%
Charles P. Kaempffer 62,317 (4) 0.85%
Eugene W. Landy 921,708 (5) (11) 12.52%
Samuel A. Landy 273,541 (6) 3.71%
Richard H. Molke 390,371 (7) 5.30%
Eugene D. Rothenberg 81,163 (8) 1.10%
Robert G. Sampson 130,589 (9) 1.77%
United Mobile Homes, Inc.
401(k) Plan 33,936 (10) 0.46%
Directors, Officers &
Affiliated Entity as a Group 1,979,266 (11) 26.87%
(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) 8,956 shares owned by Mr. Bencivenga's wife,
and (b) 4,632 shares held in Mr. Bencivenga's 401(k) Plan.
Excludes 25,000 shares issuable upon exercise of stock
options.
(3) Includes (a) 32,978 shares owned jointly with Ms. Chew's
husband, and (b) 3,194 shares held in Ms. Chew's 401(k)
Plan. Excludes 48,000 shares issuable upon exercise of
stock options.
(4) Includes (a) 2,000 shares owned by Mr. Kaempffer's wife, and
(b) 60,317 shares held in the Charles P. Kaempffer Defined
Benefit Pension Plan of which Mr. Kaempffer is Trustee with
power to vote.
(5) Includes (a) 64,819 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) 116,187 shares held in the
Landy & Landy Profit Sharing Plan of which Mr. Landy is a
Trustee with power to vote, and (d) 62,923 shares held in
the Landy & Landy Pension Plan of which Mr. Landy is a
Trustee with power to vote. Excludes (a) 217,225 shares
held by Mr. Landy's adult children in which he disclaims any
beneficial interest, and (b) 125,000 shares issuable upon
exercise of stock options.
(6) Includes (a) 26,162 shares owned jointly with Mr. Landy's
wife, (b) 15,808 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) 6,006 shares held in Mr. Landy's
401(k) Plan. Excludes 150,000 shares issuable upon exercise
of stock options.
(7) Includes (a) 38,984 shares owned by Mr. Molke's wife, (b)
152,913 shares in the Richard H. Molke Grantor Retained
Annuity Trust dated December 21, 1992, and (c) 152,913
shares in the Louise G. Molke Grantor Retained Annuity Trust
dated December 21, 1992.
(8) Includes 56,878 shares held by Rothenberg Investments, Ltd.
in which Dr. Rothenberg has a beneficial interest.
(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.
(11) Excludes 132,200 shares (1.80%) owned by Monmouth Real
Estate Investment Corporation. Eugene W. Landy owns
beneficially 5.09% of Monmouth Real Estate Investment
Corporation.
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 1999, 1998 and
1997 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 Year Salary Bonus All Other Options
Eugene W. Landy 1999 $150,000 $ - $ 52,876(1) -
Chairman of the Board 1998 $ 75,000 $ - $173,376(1) 25,000
1997 $ - $ - $343,850(1) 50,000
Samuel A. Landy 1999 $205,000 $ 7,885 $ 15,410(2) 25,000
President 1998 $199,650 $43,979 $ 18,559(2) 25,000
1997 $181,500 $39,981 $ 18,880(2) 25,000
Anna T. Chew 1999 $120,577 $13,654 $ 13,650(3) 10,000
Vice President 1998 $110,000 $16,231 $ 14,752(3) 10,000
1997 $100,000 $11,846 $ 14,955(3) 8,000
(1) Represents base compensation of $75,000 in 1998 and
$150,000 in 1997, as well as Director's fees, fringe
benefits and legal fees. Also includes an accrual of
$40,000, $80,000 and $160,000 for 1999, 1998 and 1997,
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.
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, 1999:
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%
Samue A. Landy 25,000 41 % $11.5625 1/05/04 $45,963 $133,698
Anna T. Chew 10,000 16% $ 8.8125 2/28/04 $24,347 $ 53,801
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, 1999:
Number of Unexercised Value of Unexercised
Options at Year-End Options at Year-End
Shares Value Exercisable/ Exercisable/
Name Exercised Realized Unexercisable Unexercisable
Eugene W. Landy -0- N/A 125,000 / -0- $ -0-/ $ -0-
Samuel A. Landy 25,000 $14,063 100,000 / 25,000 $ -0-/ $ -0-
Anna T. Chew 10,000 $16,250 38,000 / 10,000 $ -0-/ $ -0-
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.
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 terminated December 31, 1999 but was automatically
renewed and extended for a one-year period. Thereafter, the term
of the Employment Agreement shall be automatically renewed and
extended for successive one-year periods.
Samuel A. Landy:
Effective January 1, 1999, the Company and Samuel A. Landy
entered into a three-year Employment Agreement under which Samuel
Landy receives an annual base salary of $205,000 for 1999,
$215,000 for 2000 and $225,000 for 2001 plus bonuses and
customary fringe benefits. Bonuses shall be at the
discretion of the Board of Directors and shall be based on
certain guidelines. Samuel Landy will also receive four weeks'
vacation, use of an automobile, and stock options for 25,000
shares in each year of the contract. On severance or
disability,
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Samuel A. Landy is entitled to one year's pay. The Company also
agrees to loan to Samuel 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.
Anna T. Chew:
Effective January 1, 2000, the Company extended Anna T.
Chew's Employment Agreement for an additional three years. Ms.
Chew will receive an annual base salary of $133,100 for 2000,
$146,400 for 2001 and $161,000 for 2002 plus bonuses and
customary fringe benefits. On severance for any reason, Ms. Chew
is entitled to an additional 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
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 for Eugene W. Landy
shows a salary of $150,000, $12,876 in Director's fees, fringe
benefits and legal fees plus $40,000 accrual for pension and
other benefits in 1999).
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The Committee also reviewed the progress made by Samuel A.
Landy, President. Funds from operations increased by
approximately 6%. Samuel A. Landy is under an employment
agreement with the Company. His base compensation under this
agreement was $205,000 for 1999.
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.
1994 1995 1996 1997 1998 1999
United Mobile 100 140 173 189 184 155
Homes,Inc.
NAREIT ALL REIT 100 118 161 191 155 145
S&P 500 100 137 169 225 290 351
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Monmouth Real Estate Investment Corporation
As of December 31, 1999, the Company owned a total of
338,111 shares of Monmouth Real Estate Investment Corporation
(MREIC) common stock with a cost of $1,972,238. These shares
were purchased primarily through MREIC's Dividend Reinvestment
and Stock Purchase Plan. The market value of these shares as of
December 31, 1999 was $1,627,330. There are six Directors of the
Company who are also Directors and shareholders of MREIC.
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Transactions with Monmouth Capital Corporation and The Mobile
Home Store, Inc.
As of December 31, 1999 the Company owned a total of 21,903
shares of Monmouth Capital Corporation (MCC) common stock with a
cost of $55,986. These shares were purchased primarily through
MCC's Dividend Reinvestment and Stock Purchase Plan. The market
value of these shares as of December 31, 1999 was $55,435. 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
$159,065, $152,935 and $117,709, respectively, for the years
ended December 31, 1999, 1998 and 1997.
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 $142,680, $139,200 and $90,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.
As a REIT, the Company cannot be in the business of selling
manufactured homes for profit. During 1999, 1998 and 1997, the
Company had approximately $62,000, $139,000 and $134,000,
respectively, of rental homes that were sold to MHS at book
value.
During 1999, 1998 and 1997, the Company purchased from MHS
at its cost 24, 10 and 7 new homes, respectively, totaling
$530,520, $269,192 and $198,374, respectively, to be used as
rental homes.
Salary and Director's, Management and Legal Fees
During the years ended December 31, 1999, 1998 and 1997,
salary and Director's, management and legal fees to Eugene W.
Landy and the law firm of Landy & Landy amounted to $160,600,
$166,100 and $183,850, respectively.
Other Matters
In August, 1999, the Company entered into a lease for its
corporate offices. The lease is for a five-year term at market
rates with monthly lease payments of $12,225. The lessor of the
property is owned by certain officers and directors of the
Company. It is anticipated that lease payments and the resultant
lease term will commence during the first quarter of 2000, when
all lease improvements have been completed. A portion of the
monthly lease payment will be reimbursed by other related
entities utilizing the leased space (MCC and MREIC). The amount
of reimbursement from these entities has not yet been determined.
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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.
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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, 1999 (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,
Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold,
New Jersey 07728.
SHAREHOLDER PROPOSALS
In order for Shareholder Proposals for the 2001 Annual
Meeting of Shareholders to be eligible for inclusion in the
Company's 2001 Proxy Statement, they must be received by the
Company at its principal office at Juniper Business Plaza, 3499
Route 9 North, Suite 3-C, Freehold, New Jersey 07728 not later
than December 1, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ernest V. Bencivenga
ERNEST V. BENCIVENGA
Secretary
Dated: April 27, 2000
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.
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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 at Juniper Business Plaza, 3499 Route 9 North, Suite 3-C,
Freehold, New Jersey, on Thursday, June 1, 2000, 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.
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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 J. Anderson,
Ernest V. Bencivenga, Anna T. Chew, Charles P. Kaempffer,
Eugene W. Landy, Samuel A. Landy, Richard H. Molke,
Eugene D. 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 LLP as Independent Auditors
for the Company for the year ending December 31, 2000.
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:____________________________, 2000.
____________________________________________
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.
