<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 24, 1996
-----------------------
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 24, 1996, 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 1996 Directors' Deferred
Compensation 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,
Ervin L. Bontrager, 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 20, 1996, 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 27, 1996
<PAGE>
SCHULT HOMES CORPORATION
221 U.S. 20 West
P.O. Box 151
Middlebury, Indiana 46540
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 1996
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PROXY STATEMENT
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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 24, 1996 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 27, 1996. 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 3,739,685 Schult Common Shares outstanding at
the close of business on September 20, 1996, 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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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 10, 1996
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF COMMON SHARES COMMON SHARES OPTIONS TO ACQUIRE
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED ADDITIONAL COMMON SHARES
- ------------------------ ------------------ ------------------ ------------------------
<S> <C> <C> <C>
Walter O. Wells (1) . . . . . . 53,441 1.4% -----
Walter E. Wells (2) . . . . . . 211,295 5.7% 10,000
Francis M. Kennard (2)(3) . . . . 136,600 3.6% 5,000
John P. Guequierre (2)(4) . . . . 41,455 1.1% 10,000
Ervin L. Bontrager (2)(5) . . . . 88,215 2.4% 7,500
Frederick A. Greenawalt (1) . . . . 5,485 0.1% -----
William S. Reasor (6) . . . . . . 2,000 0.1% 5,000
Todd Goodwin (7). . . . . . . . 52,490 1.4% -----
Gibbons, Goodwin, van
Amerongen
600 Madison Avenue
New York, NY 10022
Robert J. Deputy (8). . . . . . 67,364 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) . . . . . . 732,960 19.6% 37,500
</TABLE>
- ----------------------
(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) Includes 86,965 Common Shares owned of record jointly with Karen S.
Bontrager, Mr. Bontrager's wife.
(6) Located at 437 North Main, Middlebury, Indiana 46540.
(7) Includes 2,000 shares owned of record by Jacqueline A. Goodwin, Mr.
Goodwin's wife.
(8) Includes 2,000 shares owned of record by M.P. Deputy, Mr. Deputy's wife.
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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
10, 1996, is presented in the table on the previous page.
WALTER E. WELLS, 57
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, 67
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, 50
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.
ERVIN L. BONTRAGER, 51
Mr. Bontrager has served as Executive Vice President, Manufactured
Housing with Schult since 1995. He has been with Schult since 1966 and has
served in a variety of operating and marketing capacities. Mr. Bontrager has
served as Division General Manager in 1972, Director of Dealer Relations in
1973, Director of National Sales in 1978, Vice President of National Sales in
1982, and Senior Vice President of National Sales in 1989.
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<PAGE>
TODD GOODWIN, 65
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 The Rival Company, Schuller Corporation and Wells Aluminum.
ROBERT J. DEPUTY, 57
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, 53
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 1995 Annual Meeting of Shareholders, except
Ervin L. Bontrager who shall replace Walter O. Wells, who is resigning from the
Board in 1996. 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 comprised
of Robert J. Deputy and Donald R. Pletcher. Messrs. Deputy and Pletcher and
Todd Goodwin comprise the Compensation Committee. 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 auditors; to review the scope and parameters of the independent
auditors' 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 auditors.
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<PAGE>
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.
COMPENSATION OF DIRECTORS
Each director of Schult who is not an employee receives compensation
for serving as a director. No other directors received direct compensation for
their services as a director. Commencing in calendar year 1996, each of those
directors has elected to receive director's compensation in Units representing
1,000 Common Shares, rather than in cash.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1996, 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 when the decisions were made.
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
share 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
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<PAGE>
(4) encouraging an ownership interest and instilling a sense of pride in Schult
which are consistent with the interests of Schult's shareholders.
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 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 1996, the base salary of the executive officers
as a group, with the exception of Ervin L. Bontrager, stayed the same as during
fiscal year 1995.
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 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 share 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.
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<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,
Todd Goodwin, Chairman
Robert J. Deputy
Donald R. Pletcher
ADOPTION OF THE SCHULT HOMES CORPORATION
1996 DIRECTORS' DEFERRED COMPENSATION PLAN
A Directors' Deferred Compensation Plan was approved by the Board of
Directors in fiscal year 1996, subject to approval by the shareholders at the
annual meeting on October 24, 1996. The Plan provides for payment to outside
Directors only, in units representing Common Shares of the Company, with the
Shares to be held in the Plan until retirement of each Director. No income is
recognized for federal income tax purposes until receipt of the Shares, and the
Company is entitled to a deduction at the time the Shares are distributed to the
Directors. This is not a qualified plan for federal income tax or ERISA
purposes. The purpose of this arrangement is to provide an effective means for
Directors to acquire Shares, and to reward them for improved long-range
performance of the Shares. Credit for units representing Shares is also granted
in lieu of cash dividends, and dilution and change of control protection is also
provided. Those Directors receive no other compensation for their service as
Directors, and inside Directors receive no compensation for serving as
Directors. A total of 100,000 Shares is reserved for issuance to the Plan.
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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 1996.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Restricted
Other Annual Share Share All Other
Name and Principal Position Year Salary Bonus (1) Compensation(2) Awrd Options (3) Compensation(4)
- --------------------------- ---- ------ --------- --------------- ----- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Walter E. Wells 1996 $119,203 $138,641 $4,119 -- 10,000 $6,000
President and 1995 119,203 185,290 1,980 -- -- 6,000
Chief 1994 118,926 153,412 1,980 -- -- 9,434
Executive Officer
Francis M. Kennard 1996 85,620 94,909 5,679 -- 5,000 6,000
Senior Vice 1995 85,620 126,844 1,980 -- -- 6,000
President, 1994 85,620 105,086 1,980 -- -- 8,676
Product Group
John P. Guequierre 1996 83,396 106,645 1,880 -- 10,000 6,000
President, 1995 83,396 142,529 1,320 -- -- 6,000
Manufactured Housing 1994 83,396 118,125 1,320 -- -- 7,481
Ervin L. Bontrager 1996 77,332 94,701 1,277 -- 7,500 6,000
Executive Vice 1995 76,120 126,566 919 -- -- 6,000
President, 1994 76,120 104,931 919 -- -- 6,726
Manufactured Housing
William S. Reasor 1996 69,620 79,099 -- -- 5,000 6,000
President, 1995 69,620 105,714 -- -- -- 6,000
Modular Housing 1994 69,620 94,800 -- -- -- 6,105
Five (5) executives as a group: 1996 435,171 513,995 12,955 -- 37,500 30,000
1995 433,959 686,943 6,199 -- -- 30,000
1994 433,682 576,354 6,199 -- -- 38,422
</TABLE>
-----------------------------------
(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 options to purchase Common Shares are the fair market value on
October 19, 1995, the date the options were granted. See EMPLOYEE PLANS -
1995 Share Incentive Plan.
(4) These amounts represent the Company's contributions to the Company's
Pension Plan.
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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 June 28, 1991).
SCHULT HOMES CORPORATION
Share Price Performance
INDEXED TOTAL RETURN - BASE 100
SOURCE: S&P COMPUSTAT BASE YEAR = 100: 6/28/91
COMPANY NAME JUN-91 JUN-92 JUN-93 JUN-94 JUN-95 JUN-96
- ------------ ------ ------ ------ ------ ------ ------
SCHULT HOMES CORP 100.00 216.67 305.15 299.62 260.74 437.39
S&P 500 COMP-LTD 100.00 113.36 128.74 130.59 164.53 207.19
MANUFACTURED HOUSING 100.00 95.14 131.65 132.99 139.00 218.97
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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
1996 (10,080 Common Shares) was the closing price on the American Exchange on
the day of the 1995 annual meeting. Additional shares may be contributed in
1996 based on the closing price on October 24, 1996, the date of the 1996
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 were 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 aggregate
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 price per
share will be proportionately adjusted. In addition, if
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<PAGE>
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. 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. No federal income tax
consequences arise from the purchase. 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 June 29, 1996,
9,418 Common Shares had been purchased pursuant to this plan.
1995 SHARE INCENTIVE PLAN. The 1995 Share Incentive Plan was approved
by the shareholders on October 19, 1995. Options to purchase 80,000 Common
Shares were granted on that date pursuant to that Plan, half of which are
eligible for exercise on and after October 18, 1996, and the balance on and
after October 18, 1997. The option price is the fair market value on the date
the options are granted. The recipient recognizes income for federal income tax
purposes on the date of exercise, and the Company has an equal deduction, in an
amount equal to the difference between the exercise price and the fair market
value on the date of execution. There are 220,000 Common Shares available for
additional options under the Plan.
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,
Bontrager and Guequierre is presented above.
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<PAGE>
William S. Reasor, 57, 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.
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 ten
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 ten-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 June 29, 1996.
APPOINTMENT OF INDEPENDENT AUDITORS
The firm of KPMG Peat Marwick LLP will continue to serve Schult as
independent auditors for the fiscal year ending June 28, 1997. The firm of KPMG
Peat Marwick LLP has served as independent auditors for Schult since 1984.
Representatives 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 June 29, 1996, July 1, 1995, and July 2, 1994,
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 JUNE 29, 1996, 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
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<PAGE>
OF FREDERICK GREENAWALT, VICE PRESIDENT OF FINANCE, SCHULT HOMES
CORPORATION, 1800 S. MAIN STREET, ELKHART, INDIANA 46516.
PROPOSALS OF SHAREHOLDERS
All proposals of shareholders intended to be presented at Schult's
1997 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, 1997, 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 27, 1996
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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 20,
1996, at the annual meeting of the Corporation on October 24, 1996, 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 THE ELECTION OF DIRECTORS
(AS A GROUP)
Walter E. Wells Robert J. Deputy Todd Goodwin
Ervin L. Bontrager John P. Guequierre Donald R. Pletcher
Francis Kennard
FOR AGAINST ABSTAIN
/ / / / / /
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 1996 DIRECTORS' DEFERRED COMPENSATION PLAN
FOR AGAINST ABSTAIN
/ / / / / /
Dated: ________________________________, 1996
______________________________________________
(Name of Shareholder)
______________________________________________
(Name of Shareholder)
