<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Schult Homes Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
SCHULT HOMES CORPORATION
221 U.S. 20 West
P.O. Box 151
Middlebury, Indiana 46540
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 19, 1995
____________________
The Annual Meeting of Shareholders of Schult Homes Corporation
(Schult) will be held at Das Dutchman Essenhaus, 240 U.S. 20 West, Middlebury,
Indiana, on October 19, 1995, at 1:30 P.M., E.S.T.
The Annual Meeting will be held (i) to elect a Board of Directors for
the ensuing year; (ii) to consider approval of the 1995 Share Incentive Plan;
and (iii) to transact such other business as may properly come before the Annual
Meeting or any adjournment thereof. At the Annual Meeting, the Board of
Directors of Schult intends to present Walter E. Wells, Walter O. Wells,
Francis M. Kennard, John P. Guequierre, Todd Goodwin, Robert J. Deputy, and
Donald R. Pletcher, as nominees for election to the Board of Directors.
Only shareholders of record on the books of Schult at the close of
business on September 15, 1995, the record date with respect to this
solicitation, will be entitled to notice of and to vote at the Annual Meeting
and any adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting in
person. If you are unable to do so, please execute the enclosed proxy and
return it in the enclosed addressed envelope, since a majority of the
outstanding shares must be represented at the meeting in order to transact
business. Your promptness in returning the proxy will assist in the expeditious
and orderly processing of the proxies. If you return your proxy, you may
nevertheless attend the Annual Meeting and vote your shares in person, if you
wish.
By Order of the Board of Directors,
SCHULT HOMES CORPORATION
Kennard R. Weaver
Secretary
Middlebury, Indiana
September 22, 1995
<PAGE>
SCHULT HOMES CORPORATION
221 U.S. 20 West
P.O. Box 151
Middlebury, Indiana 46540
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 19, 1995
____________________
PROXY STATEMENT
____________________
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of
Schult Homes Corporation (Schult) for use at Schult's Annual Meeting of
Shareholders to be held at Das Dutchman Essenhaus, 240 U.S. 20 West, Middlebury,
Indiana, on October 19, 1995 at 1:30 P.M., E.S.T., and at any and all
adjournments thereof. All shares represented by each properly executed
unrevoked proxy received in time for the Annual Meeting will be voted in the
manner specified therein. Any shareholder has the power to revoke his or her
proxy at any time before it is voted. A proxy may be revoked by delivering a
written notice of revocation to the Secretary of Schult, by a subsequent proxy
executed by the person executing the prior proxy and presented to the Annual
Meeting, or by attendance at the Annual Meeting and voting in person by the
person executing the proxy.
The Proxy Statement is being mailed to Schult's shareholders on or
about September 22, 1995. The solicitation will be made by mail at Schult's
expense, and expenses will include reimbursements paid to brokerage firms and
others for their expenses in forwarding solicitation material regarding the
meeting to beneficial owners of Schult Common Shares. Further solicitation of
proxies may be made by telephone or oral communication with some shareholders.
All such further solicitation will be made by Schult's regular employees who
will not receive additional compensation for that solicitation. The mailing
address of Schult's principal executive offices is 221 U.S. 20 West, P.O. Box
151, Middlebury, Indiana 46540.
OUTSTANDING SHARES AND VOTING RIGHTS
Holders of record of the 3,731,032 Schult Common Shares outstanding at
the close of business on September 15, 1995, the record date with respect to
this solicitation, will be entitled to notice of and to one vote per share at
the Annual Meeting and any adjournment or adjournments thereof. No shareholder
will be entitled to cumulate votes.
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<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Shares by each person known by Schult to
beneficially own more than 5% of the outstanding Common Shares, and all officers
and directors as a Group, as of September 5, 1995.
NUMBER OF COMMON SHARES PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON SHARES
------------------------ ------------------------ -------------
Walter O. Wells (1). . . . . . . . . 53,371 1.4%
Walter E. Wells (2). . . . . . . . . 211,295 5.6%
Francis M. Kennard (2)(3). . . . . . 136,600 3.6%
John P. Guequierre (2)(4). . . . . . 41,455 1.1%
Ervin L. Bontrager (2)(6). . . . . . 88,215 2.4%
Frederick A. Greenawalt (1). . . . . 4,185 0.1%
William S. Reasor (7). . . . . . . . 2,000 0.1%
Todd Goodwin (8) . . . . . . . . . . 52,490 1.4%
Gibbons, Goodwin van
Amerongen
600 Madison Avenue
New York, NY 10022
Robert J. Deputy (5) . . . . . . . . 65,864 1.8%
Godfrey Conveyor Co., Inc.
22787 County Road 14
Elkhart, IN 46516
Donald R. Pletcher . . . . . . . . . 74,615 2.0%
Damon Corporation
53144 Paul Drive
Elkhart, IN 46514
All directors and executive officers as
a group (10 persons) . . . . . . . . 730,090 19.6%
________________________________________
(1) Located at 1800 South Main, Elkhart, Indiana 46516.
(2) Located at 221 U.S. 20 West, Middlebury, Indiana 46540.
(3) Includes 54,993 Common Shares owned of record by Marie M. Kennard,
Mr. Kennard's wife.
(4) All Common Shares are owned of record jointly with Mary R. Guequierre,
Mr. Guequierre's wife.
(5) Another member of Mr. Deputy's family owns 500 Common Shares, and Mr. Deputy
disclaims beneficial ownership of those shares.
(6) Includes 86,965 Common Shares owned of record jointly with Karen S.
Bontrager, Mr. Bontrager's wife.
(7) Located at 437 North Main, Middlebury, Indiana 46540.
(8) Other members of Mr. Goodwin's family own 7,000 Common Shares, and
Mr. Goodwin disclaims beneficial ownership of those Shares.
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<PAGE>
ELECTION OF DIRECTORS
Directors are elected at each annual meeting of shareholders and hold
office until their respective successors are duly elected and qualified. The
full Board consists of seven directors. Certain information with respect to the
seven nominees for election as directors is presented in the following table.
The number of Schult Common Shares beneficially owned by each as of September 5,
1995, is presented in the table on the previous page.
WALTER O. WELLS, 84
One of the co-founders of Schult in 1934, he has served in various
capacities, including Vice President and General Manger, and Chief Executive
Officer, and was Chairman of the Board of Directors at the time of his
retirement in 1976. He also served as a director from July, 1984 until
September, 1986, then as Director Emeritus until 1992, when he was again elected
as a voting director.
WALTER E. WELLS, 56
He has served as President and Chief Executive Officer since 1972 and
as a director since 1984. After joining the Company in 1966, he held various
positions in manufacturing and operations and was elected Executive Vice
President in 1970. He has been a director of NBD Bank, formerly Midwest
Commerce Banking Company, since 1982. Walter O. Wells is the father of Walter
E. Wells.
FRANCIS M. KENNARD, 66
He has served as Senior Vice President, Product Group since 1995 and
as a director of the Company since 1984. He has been with Schult since 1960,
and has served the Company in a variety of manufacturing and sales management
capacities. He served as Vice President of Sales from 1968 to 1978 and Senior
Vice President of Marketing from 1978 to 1995.
JOHN P. GUEQUIERRE, 49
Mr. Guequierre joined Schult in 1983 as Senior Vice President,
Administration. He held a similar position with a housing subsidiary of Inland
Steel Company from 1980 to 1983, and he had been with Inland in a variety of
positions since 1968. He has been a director of the Company since 1984. He
served as Senior Vice President of Operations from 1992 to 1995. He is
currently President, Manufactured Housing.
TODD GOODWIN, 64
He has been a director of the Company since 1984. He has been a
general partner of Gibbons, Goodwin van Amerongen, since 1984. Mr. Goodwin is a
director of Rival Company, Wells Aluminum, Manville Corporation and Riverwood
International.
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<PAGE>
ROBERT J. DEPUTY, 56
He has been a director of Schult since May, 1989. He is President,
Chief Executive Officer and Director of Godfrey Conveyor Co., Inc., an Elkhart,
Indiana manufacturer of recreational boats. He has been associated with
Godfrey, a Deputy family-owned enterprise, since 1962.
DONALD R. PLETCHER, 52
He has been a director of Schult since May, 1989. He has been
Chairman of the Board and majority owner since March, 1988 of Damon Corporation,
an Elkhart, Indiana manufacturer of recreational vehicles. From 1981 to 1987,
he was President and a shareholder of Mallard Coach Co., a Nappanee, Indiana
manufacturer of recreational vehicles. From 1971 to 1980, he was President of
Fleetwing Travelers, Inc., another recreational vehicle manufacturer.
All of the nominees are now serving as directors and were elected to
their present terms of office at the 1994 Annual Meeting of Shareholders.
Although it is anticipated that each nominee will be available to serve as a
director, should any nominee become unavailable to serve, the proxies will be
voted for such other person as may be designated by Schult's Board of Directors.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit Committee and a
Compensation Committee, both comprised of Robert J. Deputy and Donald R.
Pletcher. The Compensation Committee is responsible for administering all of
the compensation programs for the executive officers of Schult. The function of
the Audit Committee is to monitor the internal controls and financial reporting
of Schult and its subsidiaries; to review these matters with the President and
Chief Financial Officer and Schult's independent accountants; to review the
scope and parameters of the independent accountants' audit of Schult's
consolidated financial statements; to establish policies and make
recommendations to the Board of Directors with respect to approval of
transactions between Schult and its directors and officers; and to make
recommendations to the Board of Directors concerning the annual appointment of
Schult's independent accountants.
The Board of Directors, the Compensation Committee and the Audit
Committee of Schult met five times, one time and two times, respectively, during
the past fiscal year. No director attended fewer than 75% of the aggregate of
the meetings of the Board of Directors and of any committee of the Board of
Directors of which he was a member.
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<PAGE>
COMPENSATION OF DIRECTORS
Each director of Schult who is not an employee receives $500 for every
board meeting attended and an additional $500 per year for service on the Audit
Committee. In addition, each of them received for the past fiscal year a $6,500
annual retainer, of which up to $1,000 could be in the form of Schult Common
Shares, in each director's discretion, for services as directors. No other
directors received direct compensation for their services as a director.
Commencing in fiscal year 1996, each of those directors has elected to receive
1,000 Common Shares as his director's compensation at market value, in lieu of
cash.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1995, the Compensation Committee received
recommendations from the President, Walter E. Wells, with respect to
compensation. Decisions of the Committee were made independently, however, and
Mr. Wells was not present.
REPORT OF THE COMPENSATION COMMITTEE
POLICIES AND OBJECTIVES
The Compensation Committee of the Board of Directors is responsible
for administering the compensation and benefit programs for Schult's executive
officers. The Committee annually reviews and evaluates cash compensation and
stock option grant recommendations made by the President for the executive
officers (other than for himself) along with the rationale for such
recommendations. The Committee examines these recommendations in relation to
Schult's overall objectives and makes compensation recommendations to the Board
of Directors for final approval. The Committee also sends to the Board of
Directors for approval its recommendations on compensation for the President,
who does not participate in the Committee's decisions as to his compensation
package.
Schult's current executive compensation policies and practices reflect
the compensation philosophies of Schult's founder, Walter O. Wells, and the
pattern established by Schult. Schult is committed to maximizing shareholder
value through performance and the Committee believes that superior performance
by Schult's executive and management team is an essential element to reaching
that goal. The program is designed to help achieve this objective by (1)
attracting, retaining and rewarding highly qualified and productive persons; (2)
relating compensation to both Schult and individual performance; (3)
establishing compensation levels that are internally equitable and externally
competitive; and (4) encouraging an ownership interest and instilling a sense of
pride in Schult which are consistent with the interests of Schult's
shareholders.
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<PAGE>
The Committee firmly believes that all employees are important in the
Company's success. The Committee believes that equity compensation in the form
of share options is an excellent long-term incentive for employees, including
executive officers.
Based on these objectives, the compensation package of the executive
officers consists of four primary elements: (1) base salary; (2) incentive
bonuses; (3) options to purchase Common Shares; and (4) participation in
employee benefit plans.
BASE SALARY. A base salary is set for each executive officer at the
beginning of each calendar year by the Board of Directors after receiving a
recommendation from the Committee. The Committee recommends to the Board of
Directors what it believes to be an appropriate base salary for each executive
officer based on Schult's performance, the executive officer's performance,
Schult's future objectives and challenges and the current competitive
environment. Base salaries are intended to be relatively moderate, but
competitive. During fiscal year 1995, the base salary of the executive officers
as a group stayed the same as during fiscal year 1994.
INCENTIVE BONUSES. Schult's policy is to base a significant portion
of each executive officer's annual compensation on the financial performance of
the Company. Approximately 60% of each executive officer's potential annual
cash compensation is based upon the incentive bonus which is accrued and paid at
the conclusion of each fiscal year. The bonus is determined on the basis of a
formula which compares actual performance against targets which are established
by the Committee and approved by the Board of Directors at the beginning of each
fiscal year of Schult. The target bonus for each officer is determined by the
Committee based upon the profits and the goals, objectives, responsibilities,
and length of service of each officer. The Committee or the President may
exercise some discretion in making bonus awards.
SHARE OPTIONS. The primary purpose of options to purchase Common
Shares is to provide executive officers and other employees with a personal and
financial interest in the success of the company through ownership. The
Committee believes that options help to create a beneficial environment within
Schult and instill the spirit of a small company.
The Committee believes that the value of such options will reflect the
financial performance of Schult over the long term. Because Schult's option
program provides for a one-year waiting period before options may be exercised
and an exercise price at fair market value as of the date of grant, executive
officers and other employees benefit from options only when Schult's stock price
increases over time. Individual executive officer option awards are based on
level of responsibility, individual contribution, length of service and total
number of Common Shares owned in relation to other executive officers in Schult.
-7-
<PAGE>
COMPENSATION OF THE PRESIDENT
The compensation for Schult's President, Walter E. Wells, is
established by the Committee, without participation by Mr. Wells, and approved
by the Board of Directors. Over the years, Mr. Wells has received modest
increases in his cash compensation. These modest increases reflect his cost-
conscious management style and belief that the financial success of management
should be closely related to shareholder interests through appreciation in
Schult shares.
The Committee believes that the executive compensation programs and
practices described above are conservative and fair to shareholders. The
Committee further believes that these programs and practices serve the best
interests of Schult and its shareholders.
Respectfully submitted,
Robert J. Deputy
Todd Goodwin
Donald R. Pletcher
ADOPTION OF THE SCHULT HOMES CORPORATION
1995 SHARE INCENTIVE PLAN
In the judgment of the Board of Directors, Schult and its shareholders
will benefit from a long-term compensation program which is attractive to
executives and other key employees of Schult and its subsidiaries, and which
encourages those executives and other key employees to increase their ownership
of the Company's Common Shares. The purposes of the Plan are to (1) attract and
retain executives and other key employees for Schult and its subsidiaries who
possess outstanding ability by offering competitive incentive compensation
opportunities, and (2) motivate such employees to further the long-range goals
of Schult and its subsidiaries.
The Board of Directors requests that shareholders consider these
objectives in considering the following summary of the Plan and that
shareholders approve its adoption by voting FOR the proposal. Approval of this
proposal requires the affirmative vote of holders of a majority of Schult's
Common Shares entitled to vote at the meeting.
Under the Plan, options granted to participants entitle them to
purchase Schult's Common Shares in the future at the fair market value at the
time of award, as of the date the option is granted. No consideration is paid
by the participant at the time the option is granted.
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<PAGE>
ADMINISTRATION
The Board of Directors of Schult has a Compensation Committee to
administer the Plan. No member of that Committee may be eligible to participate
in the Plan. Furthermore, the Committee may not act at such time when it has
fewer than two disinterested members.
PARTICIPATION
The Committee may select any officer or key employee of Schult or its
subsidiaries to participate in the Plan. Nonemployee directors may not
participate in the Plan. No grants have been made under the Plan. Accordingly,
it is not possible to determine whether, or the amounts in which, grants might
be made to individuals or groups under the Plan. Schult believes that
approximately twenty individuals may be eligible to receive grants of options
under the Plan.
OPTION GRANTS
The Committee determines the type and amount of options to be granted
under the Plan to each participant. The Committee may also impose restrictions
on vesting or exercise of an option, as well as expiration dates for options.
In no event, however, may an option remain outstanding for more than 10 years.
The Committee may award only nonqualified stock options ("NSO"). The
Committee may determine the terms and conditions of options within limits
prescribed in the Plan. The option price per share may not be less than the
fair market value of a share of Schult's Common Shares as of the date of grant.
Under the Plan, fair market value is the prices of such Shares, as quoted in the
American Exchange at the date of grant, or in the event the stock was not traded
on such date, on the first trading date preceding the date as of which
determination is being made. Except in the event of death, disability or
retirement of a participant, or in the event of a change in control, options may
not be exercised before the first anniversary of a grant. Upon exercise of a
share option, the participant must pay for the option share in cash. Share
options are not transferrable.
SHARES AVAILABLE
A total of 300,000 shares of Schult's Common Shares are reserved for
grants of options under the Plan. This pool of reserved shares may be adjusted
by the Board of Directors to reflect appropriate increases in shares available
as a result of stock splits, mergers or other changes in corporate structure of
Schult.
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<PAGE>
The shares issued upon exercise of options may be either treasury
shares or shares which have been authorized but unissued. If an option
terminates without having been exercised in full, the Common Shares which are
not purchased again become available for issuance under the Plan.
TERMINATION; AMENDMENT
Options under the Plan may be granted until the earlier of (a) the
issuance of the maximum number of shares available under the Plan, or (b)
termination of the Plan by the Board of Directors. The Board of Directors may
terminate or amend the Plan at any time. However, Shareholder approval would be
required to extend the term of the Plan, to increase the maximum number of
shares which may be issued under the Plan, except in the case of certain
corporation reorganizations or stock splits, to reduce the minimum share option
price, to increase the maximum exercise period of share options, or to amend the
standards for participation in the Plan.
TAX EFFECTS
The grant of an NSO does not result in taxable income to the
participant at the time of grant. On exercise of an NSO, the participant
normally realizes taxable ordinary income equal to any excess of the fair market
value of the shares on the date of exercise over the option price. However,
realization of taxable income may be delayed so long as the sale of shares
acquired upon exercise of an option could subject the participant to suit under
the "insider trading" provisions of Section 16(b) of the Securities Exchange Act
of 1934. Schult is entitled to a corresponding deduction against its taxable
income. Upon disposition of the shares acquired pursuant to the exercise of an
option, the difference between the sale price and the fair market value of such
shares upon exercise of the option will be treated as long- or short-term
capital gain or loss, depending on the holding period of such shares.
MARKET VALUE OF COMMON STOCK
As of September 1, 1995, the market value of a single share of
Schult's Common Shares, with respect to which options may be granted under the
Plan, was $13.375.
BENEFITS AVAILABLE UNDER THE PLAN
The number of share options which may be granted under the Plan to key
employees are established at the discretion of the Committee granting such
options. Accordingly, such benefits or amounts are not determinable.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation of all executive
officers of Schult individually and as a group, for services rendered in all
capacities during fiscal 1995.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
OTHER RESTRICTED
ANNUAL (2) STOCK STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION AWARD OPTIONS COMPENSATION (3)
<S> <C> <C> <C> <C> <C> <C> <C>
Walter E. Wells 1995 $119,203 $185,290 $1,980 -- -- $6,000
President and 1994 118,926 153,412 1,980 -- -- 9,434
Chief 1993 118,880 123,632 1,980 -- -- 9,426
Executive Officer
Francis M. Kennard 1995 85,620 126,844 1,980 -- -- 6,000
Senior Vice 1994 85,620 105,086 1,980 -- -- 8,676
President, 1993 85,620 96,750 1,980 -- -- 7,295
Product Group
John P. Guequierre 1995 83,396 142,529 1,320 -- -- 6,000
President, 1994 83,396 118,125 1,320 -- -- 7,481
Manufactured Housing 1993 83,127 99,500 1,320 -- -- 7,305
Ervin L. Bontrager 1995 76,120 126,566 919 -- -- 6,000
Executive Vice 1994 76,120 104,931 919 -- -- 6,726
President, 1993 76,120 86,627 905 -- -- 6,510
Manufactured Housing
William S. Reasor 1995 69,620 105,714 -- -- -- 6,000
President, 1994 69,620 94,800 -- -- -- 6,105
Modular Housing 1993 71,149 33,076 -- -- -- 4,169
Five (5) executives as a group: 1995 433,959 686,943 6,199 -- -- 30,000
1994 433,682 576,354 6,199 -- -- 38,422
1993 434,896 439,585 6,185 -- -- 34,705
___________________________________________________________________________
<FN>
(1) Bonus amounts paid are those earned during the prior fiscal years, which
are paid following the close of each fiscal year.
(2) Other Annual Compensation includes amounts paid for country club
memberships.
(3) These amounts represent the Company's contributions to the Company's
Pension Plan.
</TABLE>
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<PAGE>
COMPARATIVE SHARE PERFORMANCE
The graph below compares the cumulative total shareholder return on
the Common Shares of Schult for the last five fiscal years with the cumulative
total return on the Standard & Poor's (S&P) 500 Index and the S & P Manufactured
Housing Subindex over the same period (assuming the investment of $100 in
Schult's Common Shares, the S & P 500 Index and the S & P Manufactured Housing
Subindex on July 1, 1989).
<TABLE>
<CAPTION>
SCHULT HOMES CORPORATION
Share Price Performance
INDEXED TOTAL RETURN - BASE 100
SOURCE: COMPUSTAT
COMPANY NAME JUNE 90 JUNE 91 JUNE 92 JUNE 93 JUNE 94 JUNE 95
<S> <C> <C> <C> <C> <C> <C>
MANUFACTURED HOUSING 100.00 122.50 116.54 161.27 162.91 170.28
S&P 500 COMP-LTD 100.00 107.30 121.73 138.26 140.24 176.69
SCHULT HOMES CORPORATION 100.00 124.14 268.97 378.81 371.95 323.68
</TABLE>
[graph]
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<PAGE>
EMPLOYEE PLANS
In addition to the various insurance plans of Schult in which the
executive officers participate on the same basis as other employees, Schult has
the following employee benefit plans.
SECTION 401(K) RETIREMENT PLAN. Schult has a qualified employee
Section 401(k) Retirement Plan (the Plan) covering all full-time employees who
have been employed by Schult for more than one year and who have attained the
age of 21, excluding the highly compensated employees. Subject to the
availability of adequate income, Schult contributes to the Plan 4% of the
eligible salaried employees' total compensation. Employees become 100% vested
after five years of service. Employees may also make voluntary contributions to
the Plan by payroll deductions, in accordance with the IRS and ERISA
regulations.
On July 24, 1991, the Board of Directors authorized the contribution
of Common Shares as the employer's gain-sharing contribution to the 401(k) Plan.
The Board has reserved 100,000 Common Shares for this purpose. The price per
share used to determine the number of shares contributed in fiscal 1995 (23,337
Common Shares) was the closing price on the American Exchange on the day of the
1994 annual meeting. Additional shares may be contributed in 1995 based on the
closing price on October 19, 1995, the date of the 1995 annual meeting.
BONUSES. Schult has adopted a cash bonus plan pursuant to which
certain officers and other employees of Schult receive bonuses based upon the
fiscal year pretax profits of Schult. Annually, the Board of Directors
establishes certain Schult and divisional performance criteria for each
participant for the ensuing fiscal year.
EMPLOYEE STOCK OPTION PLAN. In 1986, the Board of Directors adopted
and Schult's shareholders approved an Employee Stock Option Plan. An aggregate
of 75,000 Common Shares have been reserved for issuance pursuant to the plan, of
which 27,364 have been exercised. Options under the plan are "incentive stock
options" ("ISOs"), which are intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The last of the plan
options were earned on June 27, 1987.
Under the plan, ISOs were granted to key employees, including
employees who are also directors of Schult. The plan was administered by the
Board of Directors.
The exercise of an ISO may not be less than 100% of the fair market
value of the Common Shares on the date granted. Payment for Common Shares is
made in cash.
Under certain circumstances involving a change in the number of Common
Shares without the receipt by Schult of any consideration therefor, such as
share split, share consolidation or payment of a stock dividend, the aggregated
number of Common Shares in respect of which ISOs may be granted under the plan,
the number of shares subject to each outstanding ISO and the option
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<PAGE>
price per share will be proportionately adjusted. In addition, if Schult is
involved in a merger, consolidation, dissolution or liquidation, the ISOs
granted under the plan will be adjusted or, under certain conditions, will
terminate, subject to the right of the option holder to exercise his ISO or a
comparable ISO substituted at the discretion of Schult prior to such event.
Except to the extent that an ISO may be transferred by will or by the laws of
descent and distribution, an ISO may not be transferred and during the lifetime
of the option holder may be exercised only by such holder.
In September, 1986, Schult granted options to 33 employees to purchase
24,125 Common Shares of which options to purchase 19,250 shares have been
exercised. Except for the options to purchase 1,250 Common Shares granted to
each of Walter E. Wells, Francis Kennard and John Guequierre at an exercise
price of $.44 per Common Share which expired in September 1991, such options are
exercisable at a price of $.40 per Common Share until September 1996. In
September, 1987, Schult granted options to 21 employees to purchase 22,507
Common Shares of which options to purchase 8,114 have been exercised as of the
date hereof. Such options are exercisable at a price of $3.00 per Common Share
until September 1997.
EMPLOYEE SHARE PURCHASE PLAN. The Board of Directors approved an
Employee Share Purchase Plan effective on March 3, 1990. Under the Plan,
employees are permitted to purchase authorized and unissued Common Shares of
Schult, at fair market value, from time to time. Purchases can be made only by
payroll deductions, and the aggregate number of Common Shares available for this
purpose is 100,000 for the 10 years ending October 31, 1999. As of July 1,
1995, 8,097 Common Shares had been purchased pursuant to this plan. In addition
to this amount, Common Shares may be purchased on the open market, from time to
time.
The plan is intended to permit employees to purchase unissued Common
Shares so as to minimize any effect on the trading of Common Shares already
publicly held.
EXECUTIVE OFFICERS
The Executive Officers of Schult Homes Corporation are Walter
E. Wells, President and Chief Executive Officer, Francis M. Kennard, Senior
Vice-President, Product Group; John P. Guequierre, President, Manufactured
Housing; Ervin L. Bontrager, Executive Vice-President, Manufactured Housing; and
William S. Reasor, President, Modular Housing. Information with regard to the
ages and principal business experience of Messrs. Wells, Kennard and Guequierre
is presented above. Mr. Bontrager, 50, joined Schult in May, 1966, and
progressed through various operating and marketing responsibilities, including
Division General Manager (1972), Director of Dealer Relations (1973), Director
of National Sales (1978), and Vice President, National Sales (1982), Senior
Vice-President, Sales (1989). He assumed his current position in 1995. William
S. Reasor, 56, President, Modular Housing, joined Schult in May, 1992, as Vice-
President, Crest Marketing. He assumed his current position in 1995. Prior to
joining Schult, he was President of Terraquest, Inc., from February to October,
1991; President of Chair World, Inc. from January to October, 1990; and
President of Textone Corporation from 1988 to November, 1989.
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<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Schult's
directors, executive officers, and persons who own more than 10 percent of a
registered class of Schult's equity securities to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and reports of changes
in ownership of Common Shares and other equity securities of Schult. Officers,
directors, and greater than 10-percent shareholders, are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms filed
by them.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with on a timely basis during the fiscal year ended May 31, 1995, except that
Frederick A. Greenawalt failed to file on a timely basis reports of transactions
on February 28, 1995; May 3, 1995; and November 29, 1995. These reports have
now been filed.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of KPMG Peat Marwick, LLP will continue to serve Schult as
independent accountants for the fiscal year ending June 29, 1996. The firm of
KPMG Peat Marwick, LLP has served as independent accounts for Schult since
Schult's inception in 1984. Representative of KPMG Peat Marwick, LLP are
expected to be present at the Annual Meeting and will have the opportunity to
make statements and respond to appropriate questions.
ANNUAL REPORT
Schult's Annual Report, containing audited financial statements for
the fiscal years ended July 1, 1995, July 2, 1994, and June 26, 1993,
accompanies or has preceded the mailing of this Proxy Statement. UPON YOUR
WRITTEN REQUEST, SCHULT WILL SEND YOU, WITHOUT CHARGE, A COPY OF THE ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 1, 1995, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH SCHULT IS FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION. SCHULT'S ANNUAL REPORT ON FORM 10-K IS
INCORPORATED HEREIN BY REFERENCE. THE WRITTEN REQUEST MUST BE DIRECTED TO THE
ATTENTION OF FREDERICK GREENAWALT, VICE PRESIDENT, FINANCE OF SCHULT, 1800 S.
MAIN STREET, ELKHART, INDIANA 46516.
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<PAGE>
PROPOSALS OF SHAREHOLDERS
All proposals of shareholders intended to be presented at Schult's
1995 Annual Meeting of Shareholders must be directed to the attention of the
Secretary of Schult, at the address of Schult set forth on the first page of
this Proxy Statement, before May 31, 1995, if they are to be considered for
inclusion in the proxy statement and form of proxy used in connection with the
meeting, in accordance with the rules and regulations of the Securities and
Exchange Commission.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors knows of no other matters which will be acted upon at the Annual
Meeting. If any other matters are properly presented for action at the Annual
Meeting or at any adjournment thereof, it is intended that the proxies will be
voted with respect thereto in accordance with the best judgment and in the
discretion of the proxy holders.
By Order of the Board of Directors
SCHULT HOMES CORPORATION
Kennard R. Weaver
Secretary
Middlebury, Indiana
September 22, 1995
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<PAGE>
SCHULT HOMES CORPORATION PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby designates Walter E. Wells or Kennard R. Weaver, or
either of them, to act as proxy for the purpose of voting the common shares of
Schult Homes Corporation held of record by the undersigned on September 15,
1995, at the annual meeting of the Corporation on October 19, 1995, and any
adjournment thereof, as directed herein, or in the absence of direction and as
to any other matters which may come before the meeting, in the discretion of
said proxies as follows:
FOR AGAINST ABSTAIN
FOR THE ELECTION OF DIRECTORS / / / / / /
(as a group)
Walter E. Wells Robert J. Deputy Todd Goodwin
Walter O. Wells John P. Guequierre Donald R. Pletcher
Francis Kennard
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) BY LINING THROUGH OR
OTHERWISE STRIKING THE NAME(S) OF SUCH NOMINEE(S).
FOR APPROVAL OF THE FOR AGAINST ABSTAIN
1995 INCENTIVE SHARE OPTION PLAN / / / / / /
Dated: ____________________, 1995
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(Name of Shareholder) (Name of Shareholder)
