<PAGE>
Registration No. 33 -
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------------------
SCHULT HOMES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Indiana 35-1608892
- -------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
221 U.S. Highway 20, Middlebury, Indiana 46540
- ---------------------------------------- ----------------
(Address of Principal Executive Offices) (Zip Code)
SCHULT HOMES CORPORATION 1995 SHARE INCENTIVE PLAN
--------------------------------------------------
(Full title of the plan)
Kennard R. Weaver, General Counsel
M. Angella Castille, General Counsel
Schult Homes Corporation
301 South Main Street, Suite 307
Elkhart, Indiana 46516
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(Name and address of agent for service)
(219) 296-6000
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(Telephone number, including area code, of agent for service)
Approximate date of commencement of sales pursuant to this Registration
Statement: October 19, 1996.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered Registered Offering Price Aggregate Offering Registration
fee Per Share Price
<S> <C> <C> <C> <C>
Common Shares, 300,000 $15.25* $4,575,000 $155.55
no par value shares
</TABLE>
*Based on last sale of Common Shares on American Stock Exchange on 10/18/95, as
reported.
<PAGE>
SCHULT HOMES CORPORATION
CROSS-REFERENCE SHEET
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Registration Statement
Item Number and Caption Heading in Prospectus
----------------------- ---------------------
1. Plan Information The Plan
2. Registrant Information and
Employee Plan Annual Information Available Information
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
THE PLAN.......................................................................2
DESCRIPTION OF CAPITAL SHARES..................................................7
FEDERAL TAX EFFECTS............................................................9
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974...............................10
INVESTMENT CONSIDERATIONS.....................................................10
OUTSTANDING OPTIONS...........................................................11
SUBSIDIARIES OF THE COMPANY...................................................12
UPDATING PROSPECTUS INFORMATION...............................................12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................12
DESCRIPTION OF SECURITIES.....................................................13
INTEREST OF COUNSEL...........................................................13
INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................13
EXEMPTION FROM REGISTRATION CLAIMED...........................................14
EXHIBITS......................................................................14
UNDERTAKINGS..................................................................14
SIGNATURES....................................................................16
</TABLE>
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<PAGE>
PROSPECTUS
SCHULT HOMES CORPORATION
Middlebury, Indiana 46540
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------------
This Prospectus relates to the offering by Schult Homes Corporation,
an Indiana corporation (the "Company"), of 300,000 of its Common Shares, no par
value (the "Shares"), issuable upon exercise of options under the Schult Homes
Corporation 1995 Share Incentive Plan (the "Plan").
The Company's principal executive office is located at 221 U.S.
Highway 20, Middlebury, Indiana 46540, telephone number (219) 825-5881.
-------------------------
The date of this Prospectus is March 19, 1996.
-------------------------
<PAGE>
PART I
No person has been authorized to give any information or to make any
representations, other than as contained herein, or incorporated by reference,
in connection with the offer contained in this Prospectus, and if given or made,
such information or representations must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any of the securities to which this Prospectus relates in any state or
other jurisdiction in which such offer or solicitation may not be lawfully made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission ("Commission").
Participants will be provided with the Company's Annual Report which
will contain financial information that has been audited and reported on, with
an opinion expressed, by an independent certified public accountant.
The reports, proxy and information statements and other information
filed by the Company with the Commission can be inspected and copied at the
Commission's offices at 450 Fifty Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices located at 219 South Dearborn Street, Chicago,
Illinois 60604. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The securities of the Company are traded on the American Stock
Exchange. Reports, proxy and information statements, and other information
concerning the Company can be inspected at the exchange.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, additional
information about the Plan and the administrators thereof, a copy of any and all
of the information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests for the foregoing
materials should be made to the Vice President of Finance, Schult
Homes Corporation, 1800 S. Main Street, Elkhart, Indiana 46514 (Telephone:
219-294-3574).
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<PAGE>
THE PLAN
GENERAL INFORMATION
The Company, with executive offices at 221 U.S. Highway 20,
Middlebury, Indiana 46540, telephone (219) 825-5881, has adopted the Schult
Homes Corporation 1995 Share Incentive Plan, effective October 19, 1995 (the
"Plan").
Under the Plan, options to purchase the Company's Common Shares may
be granted to key employees of the Company, as defined in the Plan itself, in
the form of Non-Qualified Share Options. This Prospectus provides additional
information concerning the Plan.
Under the Plan the Company may grant certain employees an option on
(i.e. the right to buy) a specified number of the Company's Common Shares (the
"Shares") during a period generally running from the date of grant of the
option and continuing for up to ten years. The option price is set by a
Committee as of the date of the grant of the option, but (See "Administration
of the Plan", p. 3) will be not less than the fair market value of the
Shares (as defined in the Plan). The purchase price for the Shares will be
paid entirely by the eligible employee. No additional fees or expenses will
be assessed against the employee.
The receipt of an option affords an employee the opportunity to
benefit from possible appreciation in the market price or value of the
Company's shares occurring subsequent to the date of grant, with no capital
investment required until the employees actual exercise of the option.
PURPOSE OF THE PLAN
The successful conduct of the Company's operations is largely
dependent on the judgment and interest of its employees holding important
positions. The Company believes its interests are served by motivating such
employees to further the long-range goals of the Company and its subsidiaries
and by furthering the identity of interests of such employees and the
Company's shareholders through increased employee ownership. The Company also
anticipates that offering competitive incentive compensation opportunities
will help attract and retain executives and other key employees for the
Company and its subsidiaries who possess outstanding ability.
COMMENCEMENT OF THE PLAN
The Plan was adopted by the Company's Board of Directors and
approved by Company shareholders on October 19, 1995. The total number of
securities to be offered pursuant to the Plan are 300,000 Common Shares of
the Company, consisting of authorized but unissued shares or reacquired
shares held by the Company as treasury shares, including shares purchased in
the open market. The Plan generally permits adjustment in this number by the
Company's Board of Directors to reflect increases in common shares resulting
from share splits, mergers or other changes in the corporate structure of the
Company.
2
<PAGE>
DURATION OF THE PLAN
The Plan contains no date of termination. 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
Company's Board of Directors. The Board may terminate the Plan at any time.
Termination of the Plan will not adversely affect the validity of the terms
of any grant previously made to a participant in any way adverse to the
participant without the consent of the participant.
ADMINISTRATION OF THE PLAN
The Committee administering the Plan is the Compensation Committee,
composed of at least two (2) members of the Board of Directors of the Company
who are "Disinterested Persons" as defined in the Plan. "Disinterested
Persons" are defined in the Plan as directors who are not, either during
service on the Committee or during the one (1) year preceding service on the
Committee, granted equity securities pursuant to the Plan or any other plan
of the Company or a subsidiary. However, directors will not be disqualified
from serving on the Committee if they participate in the following: (a) a
formula plan as defined by Regulation Section 240.16b-3(c)(2)(ii); (b) a
securities acquisition plan meeting the conditions set forth at Regulation
Section 240.16b-3(d)(1); (c) a director's fee in either cash or securities;
and (d) administration of a plan that does not permit participation by
directors.
The Committee has the authority to interpret the provisions of the
Plan and adopt, amend, rescind rules and regulations for the administration
of the Plan. It can establish or determine (a) the individuals to whom
options shall be granted; (b) the purchase price of the Shares covered by
each option, subject to limitations discussed herein; (c) the number of
Shares to be optioned under each grant; (d) the period within which each
option may be exercised; (e) any additional limitations restrictions or
conditions upon options; and (f) the terms and conditions of each Share
Option Agreement between the Company and the optionee.
The Board of Directors of the Company may increase the size of the
Committee and appoint additional members, remove members, and appoint new
members in substitution by a majority vote. However, all Committee members
must at all times be Disinterested Persons.
The Committee is presently composed of members of the Board of
Directors of the Company hereinafter named. None of the Committee members
are officers or employees of the Company or any of its subsidiaries. Thus,
no member of the Committee is currently eligible, nor has any member been
eligible in the last year, to participate under the Plan (with the exemptions
noted above) or any other plan of the Company or its subsidiaries. Committee
members, and their addresses, are as follows:
3
<PAGE>
Robert J. Deputy, Godfrey Conveyor Co., Inc. 22787 County Road 14,
Elkhart, IN 46516
Donald R. Pletcher, Damon Corporation, 52570 Paul Drive, Elkhart, IN
46514
Todd Goodwin, Gibbons, Goodwin, van Amerongen, 600 Madison Avenue, New
York, NY 10022
MODIFICATIONS OF THE PLAN
The Board of Directors may modify the Plan as it deems advisable,
but may not, without majority vote of the Company's shareholders (a) except
as described above in connection with share splits, merges or other changes
in the corporate structure of the Company, increase the number of common
shares issuable; (b) reduce the minimum option price; (c) increase the
maximum period during which options may be exercised; (d) amend standards
for participation in the Plan.
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
The Committee may select optionees from among the officers and other
key employees of the Company or its subsidiaries designated on page 11 of
this Prospectus. In selecting the individuals to whom options are granted,
as well as in determining the number of Shares subject to each option, the
Committee will take into consideration such factors as it deems relevant in
connection with accomplishing the purpose of the Plan. (See "Purpose of the
Plan" on page 2 of the Prospectus). The Plan does not provide for any
maximum or minimum amount of Shares which may be provided any executive
officer or other key employee. An individual who has been granted an option
may, if he is otherwise eligible, be granted an additional option or options
if the Committee so determines.
The Company anticipates granting options to approximately twenty (20)
officers and key employees of the Company and its subsidiaries.
OPTION PRICE
The purchase price of Shares of the Company granted under the Plan
is the price set by the Committee, which may not be less than the fair market
value of the Shares
4
<PAGE>
on the date the option is granted. Pursuant to the Plan "fairmarket value"
means the closing price of the Company's Shares as reported by the American
Stock Exchange on the day preceding the date of the option grant. Once the
price has been established by the appropriate option agreement, the price
may not be increased, subject to adjustments in connection with share
splits, mergers or other changes in corporate structure of the Company by the
Board of Directors.
TERMS AND CONDITIONS FOR ISSUANCE OF OPTIONS
Under the Plan the Committee is given the authority to designate the
terms and conditions of each Share Option Agreement between the Company and an
optionee, as it shall deem appropriate in light of the purposes and objectives
of the Plan.
When an option is granted under the Plan, the Company will send the
employee an agreement containing the terms and conditions of the option. The
employee, in order to participate in the Plan as an optionee, must sign and
return the agreement to the Committee or its designee.
No optionee under the Plan will have any rights of a shareholder of
the Company with respect to the Shares covered by his or her option until
exercise and issuance of the Shares to the optionee.
EXERCISE OF AN OPTION
Employees may purchase Shares during the period that an option is
exercisable by delivering a written notice to the Company at its principal
office by registered or certified mail stating the number of Shares with
respect to which the option is being exercised and specifying a date not less
than five nor more than 15 days after the receipt of such notice on which
payment for the Shares will be made. The purchase price of any Shares as to
which an option is exercised is to be paid in full at the time of the
purchase. The purchase price may be paid in cash, or at the election of the
Committee, in previously acquired Company Shares with an aggregate Fair
Market Value equal to the purchase price. For the purposes of establishing
the value of the surrendered shares, "Fair Market Value" means the closing
price of a Share of the Company as reported by the American Stock Exchange on
the day preceding the date of exercise. If permitted by the Committee the
purchase price can also be paid in any combination of cash and such Shares of
the Company. If an option granted under the Plan expires or terminated for
any reason without having been exercised in full, those Shares not purchased
shall become available for other options under the Plan, unless the Plan
itself has terminated.
WHEN THE OPTION MAY BE EXERCISED
Under the Plan an option is exercisable during such period or periods
and in such installments as are designated by the Committee at the time the
option is granted, provided that each option shall expire no later than ten
years from the date in which it is
5
<PAGE>
granted.
Generally no option may be exercised prior to the first yearly
anniversary of the date upon which the option was granted, except in the
discretion of the Committee, when the optionee terminates employment with the
Company or its subsidiaries as a result of death, disability or retirement. The
Committee may also place "vesting" restrictions on the options, causing them to
become exercisable in "stages" over the life of the option. These restrictions
may be placed upon the options by the Committee at the time the options are
granted. However, options will become immediately exercisable in full in the
event a Change in Control occurs in the Company or its subsidiaries. While the
definition of a "Change in Control" is complex, it may be summarized as an event
which would (1) require disclosure or reporting under applicable securities
laws; (2) result in a person or group owning thirty percent (30%) of the
Company, combined with the election by such person or group of one or more
members of the Board of Directors of the Company or its Subsidiaries; (3) result
in a person or group owning fifty percent (50%) of the Company; or (4) have the
effect of placing control of the Company in a person or group other than the
present shareholders of the Company.
EFFECT OF TERMINATION OF EMPLOYMENT ON THE EXERCISE OF THE OPTION
Under the Plan if an individual ceases to be employed by the Company,
including its subsidiaries, his option terminates within sixty (60) days after
the date the individual's employment terminates; provided, that if the cessation
of employment is due to discharge for good cause, death, disability or
retirement, other time periods apply. If the individual's employment terminates
for good cause as defined in the Plan, the individual's option terminates
immediately. If the individual's employment with the Company or its
subsidiaries ceases because of death or disability, then the option may be
exercised until the first anniversary of the date of death or disability. If
the individual retires from the Company or its subsidiaries, the option must be
exercised no later than the first anniversary of the date of retirement or an
extension for the date of exercise must be obtained from the Committee.
When an optionee terminates employment with the Company within one (1)
year after the date of a Change in Control, as defined in Section 3.6 of the
Plan, and as generally described above in "When the Option May be Exercised" on
page 5, the option shall remain exercisable for a period of three (3) months
following such termination of employment, subject, of course, to the normal
expiration date of the option.
RESALE RESTRICTIONS
Options granted pursuant to the Plan may not be transferred except by
will or the laws of descent and distribution. Only the participant may exercise
the option during the participant's lifetime.
6
<PAGE>
"Affiliates" of the Company (the definition of which in the Rules of
the Commission is very broad and may include certain officers and directors of
the Company and others) may not re-offer or resell any Shares purchased upon
exercise of options covered hereunder except pursuant to Rule 144 of the
Securities Act of 1933 ("Rule 144" and the "Act"), pursuant to any other
applicable exemption from registration under the Act, or pursuant to an
effective registration statement under the Act. In addition, Section 16 of the
Exchange Act may restrict resales by any officer, director or 10% shareholder of
the Company, and the registration requirements of any applicable state
securities laws may also restrict resales of such Shares by an optionee.
Optionees should consult their attorneys prior to the sale of any Shares
purchased pursuant to options for advice as to compliance with applicable legal
requirements on resale or otherwise.
EFFECT OF SHARE SPLITS
Under the Plan, the Committee may make such provisions as the Board
of Directors may determine to be appropriate for the adjustment of the number
and class of shares subject to each outstanding option and the option prices,
in the event of changes in the outstanding Shares of the Company by reason of
share dividends, share splits, recapitalization, reclassification, mergers,
consolidation, combinations or exchanges of shares.
DESCRIPTION OF CAPITAL SHARES
COMMON SHARES
The authorized capital of the Company consists of 10,000,000 Shares,
no par value, and 2,000,000 Preferred Shares, $100 par value. There are
3,731,032 Shares issued and outstanding as of the close of business on September
15, 1995, and no Preferred Shares outstanding. Each Share is entitled to one
vote.
There are no Preferred Shares outstanding and the Company has no
present intention of issuing any Preferred Shares. The Preferred Shares, when
issued, have preference on liquidation, at their $100 par value. Preferred
Shares also have preference over payment of dividends unless and until $2.00 per
share is paid on Preferred Shares during any fiscal year.
Holders of Shares are entitled to receive dividends as declared, from
time to time, by the Board of Directors out of funds legally available therefor.
There are additional restrictions on dividend payments pursuant to the Credit
Agreement between the Company, NBD Bank, N.A. and NBD Bank. In the event of the
liquidation, dissolution or winding up of the Company, the holders of Shares are
entitle to share ratably in all assets remaining after payment of liabilities.
The Shares have no preemptive or conversion rights and are
7
<PAGE>
not subject to further calls or assessments by the Company. There are no
sinking fund provisions applicable to the Shares. The Shares being sold by the
Company in this offering will be, and all currently outstanding Shares of the
Company are, duly authorized, validly issued, fully paid and nonassessable.
Executive officers and directors of the Company and their affiliates
and certain other shareholders own 405 Shares that are "restricted" securities
within the meaning of Rule 144, and may not be sold without registration or an
exemption from registration such as under Rule 144. Except for the restrictions
on sale noted below, such persons may sell their Shares at any time under Rule
144, subject to volume limitations contained in Rule 144.
Restricted Shares are available for sale under the provisions of Rule
144 on the open market. No precise predictions can be made as to the effect, if
any, that sales of restricted shares will have on the market price prevailing
from time to time. Nevertheless, sales of substantial amounts of restricted
shares in the public market could adversely affect prevailing market prices.
Sections 23-1-43-1 through -24 of the Indiana Business Corporation Law
("IBCL") prohibit certain business combinations, including mergers, sales of
assets, recapitalizations, and reverse stock splits, between certain
corporations (which would include the Company) and an interested shareholder,
defined as the beneficial owner of 10% or more of the voting power of the
outstanding voting shares, for five years following the interested shareholder's
acquisition date, unless the acquisition was approved in advance by the Board of
Directors. Moreover, the business combination must meet all requirements of the
Company's Amended Articles of Incorporation as well as the requirements
specifically set out in the IBCL.
Several price and procedural requirements of the IBCL must be
satisfied unless the Board of Directors approves the interested shareholder's
acquisition in advance, or the business combination is approved by a majority
vote of Shares not held by the interested shareholder or its affiliates, no
earlier than five years after the interested shareholder's acquisition date.
First, the aggregate amount of cash and the market value of non-cash
consideration to be received by holders of Shares must be the higher of: (i) the
highest price paid by the interested shareholder at a time when the interested
shareholder was a 5% or more beneficial owner of voting shares of the
corporation for the relevant class of Shares within a certain time period, plus
interest (less dividends paid, up to the amount of interest): and (ii) the
highest preferential amount per share to which holders of such class of
securities are entitled in the event of voluntary dissolution, plus dividends
declared or due; and (iii) the market value of such class of securities, as of a
certain date, plus interest (less dividends paid, up to the amount of interest).
Third, the consideration to be received by holders of a particular class must be
distributed promptly and paid in cash or in the same form as the interested
shareholder used to acquire the largest number of shares it owns in that class.
Finally, the interested shareholder must not have become the beneficial owner
8
<PAGE>
of any more voting securities since it became an interested shareholder, with
certain exceptions.
Sections 23-1-42-1 through -11 of the IBCL regulate control share
acquisitions of shares of an Indiana corporation with greater than 100
shareholders that place a shareholder (or group of shareholders) in any of the
following three categories of voting power: one-fifth or more but less than
one-third of all voting power of the corporation, one-third or more but less
than a majority of all voting power of the corporation; and a majority or more
of all voting power of the corporation. If a shareholder acquires shares that
take his total holdings across any of these thresholds, the acquiring
shareholder is prevented from voting all shares acquired in the transaction that
causes his holdings to exceed a threshold (the "control shares") until voting
rights for the control shares are approved by a majority of the corporation's
disinterested shares. In the event that shareholder acquires voting rights with
respect to a majority of the corporation's voting power in a control share
acquisition, all shareholders are entitled to dissenters' rights as defined
under Indiana law.
The above described provisions of the Company's Amended Articles of
Incorporation, By-Laws and the IBCL may have the effect of deterring tender or
exchange offers for the Company's Shares. Such provisions also may have the
effect of maintaining incumbent management or of discouraging or defeating
proposals that might be viewed as favorable by the holders of a majority of
Shares.
FEDERAL TAX EFFECTS
The discussions set forth herein are not intended as a comprehensive
discussion of all tax aspects of the Plan. Some provisions of the Internal
Revenue Code ("IRC") have only been summarized, and additional rules may be
contained in regulations yet to be issued. In addition, significant changes in
applicable tax laws may be made in the near future. An employee, therefore,
should consult with his or her own tax advisor with respect to the employee's
tax consequences arising from an option.
The Plan is not qualified under Section 401 (a) of the IRC. Options
granted under the Plan are not intended to meet the requirements of Section 422
of the IRC. An optionee granted an option under the Plan generally does not
realize taxable income at the time the option is granted. The purchase of the
optioned stock triggers tax consequences for the optionee. The optionee must
recognize ordinary income in the amount of the value of the stock purchased,
less any amounts paid for the stock. The Company is allowed to deduct the value
of the option as a business expense for the tax year in which the option is
included in the gross income of the employee. The deduction amount for the
Company is the same as the amount included by the employee in gross income.
Because the amount of ordinary income realized by the optionee will be
treated as compensation, it will likely be subject to applicable withholding of
federal and
9
<PAGE>
state income taxes and social security taxes. The Company will make
arrangements with the optionee, prior to the delivery of any stock purchased,
for the payment by the optionee of the amount of money required to be
withheld by the optionee's employer. Under the Plan, the Committee may allow
the withholding tax to be paid may be paid by an optionee's surrender of
equivalent value in Company Shares.
The basis of Shares in the hands of the optionee after exercise will
be equal to the price paid by the optionee for the shares plus the amount of
ordinary income realized upon exercise. A subsequent gain or loss on sales
of the Shares will be taxed at ordinary income tax rates.
Each optionee is advised to consult his or her own tax advisor with
respect to the status and tax consequences of recent legislation upon an option
or an acquisition of Shares in the Company.
An optionee who pays for option shares with previously acquired Shares
of the Company will not recognize gain or loss on the Shares surrendered. Both
the holding period and the basis of the original Shares will carry over into the
new Shares if the option Shares are equal in number to the Shares surrendered.
If Shares received exceed Shares surrendered, excess Shares have a basis equal
to cash paid upon exercise plus the amount included in income as compensation,
with the holding period running from the date the excess Shares were acquired.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
No employees are presently participating in the Plan and the Plan is
not subject to the Employment Retirement Income Security Act of 1974 ("ERISA").
INVESTMENT CONSIDERATIONS
All participants in the Plan, as key executives and officers of the
Company, are presumed to have in depth knowledge of the manufactured housing
business and industry and any risks attendant to either the business or industry
will not be addressed in the Prospectus. However, the Participants may not be
aware that the Shares have historically not traded in great volume and so the
market demand for the Shares may not be great.
10
<PAGE>
MANAGEMENT CONTROL
All directors and officers of the Company currently control 19.6% of
the outstanding Shares. Because management control is less than 50% of the
outstanding Shares, other shareholders could potentially engage in proxy
solicitation and garner a majority of the Shares and ultimately replace existing
directors and officers. Such a takeover fight could have a negative effect on
the market value of the Shares and consequently the Participant's could either
receive less profit when they exercise their options and sell their Shares or
they could have to wait longer to sell their Shares to be able to realize any
profit at all.
REPURCHASE OF ISSUED SHARES
Participants should be aware that on February 15, 1995 the Board of
Directors authorized a resolution to repurchase up to 350,000 Shares at a
maximum price of $11.00. The effect of the Company's repurchase of Shares will
be to increase the proportionate share in the Company represented by each
outstanding Share.
DILUTION
The Common Shares issued pursuant to the Plan, and the number of
Shares subject to options, are subject to dilution in the event the Board of
Directors decides to issue any of the authorized and unissued shares. There are
other existing option plans, pursuant to which the Board may also issue Shares
in its discretion, from time to time.
OUTSTANDING OPTIONS
As of December 31, 1995, the Company had granted 80,000 options under
the Plan.
In 1986 the Board of Directors adopted and the Company's shareholders
approved the reservation of 75,000 Shares under an Employee Stock Option Plan.
Of the Shares reserved for issuance, options to purchase 27,364 Shares have been
exercised as of December 31, 1995. Options under the plan are "incentive stock
options", which are intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended.
In September of 1986, the Company granted options to 33 employees to
purchase 24,125 Shares, of which options to purchase 19,250 Shares have been
exercised. Except for the options to purchase 1,250 Shares granted to each of
Walter E. Wells, Francis Kennard and John Guequierre at an exercise price of
$.44 per Share which expired in September 1991, such options were exercisable at
a price of $.40 per Share until September 1996. In September, 1987 the Company
granted options to 21 employees to purchase 22,507 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 Share until September 1997.
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<PAGE>
On March 3, 1990, the Board of Directors approved an Employee Share
Purchase Plan. Under the Plan, employees are permitted to purchase authorized
and unissued Shares of the Company at fair market value, from time to time via
payroll deductions. The aggregate number of Shares available for this purpose
is 100,000 for the 10 years ending October 31, 1999. As of December 31, 1995,
8,789 Shares had been purchased pursuant to this plan.
The fair market value of a single Share at the close of business on
October 18, 1995, was $15.25. Based upon option prices for the options
outstanding at October 18, 1995, the approximate value as of that date, of all
outstanding options under the previous plan was $248,708.00 (calculated by
subtracting the option price for all outstanding options from the fair market
value of all shares which are the subject of such outstanding options). All
such options are at this time exercisable.
SUBSIDIARIES OF THE COMPANY
Officers and key employees of the following subsidiaries of the
Company may be entitled to participate under the Plan:
1. Marlette Homes, Inc., an Indiana corporation;
2. Elkhart Capital Corp., an Indiana corporation;
3. Schult Homes-Georgia Corporation, a Georgia corporation.
UPDATING PROSPECTUS INFORMATION
The information contained in this Prospectus may, from time to time,
be updated, amended or modified. To accomplish such updating, amendment or
modification, the Company reserves the right to provide participants in the Plan
with new information in the form of an appendix to this Prospectus. Such a
procedure is known as appendix updating in conjunction with an "evergreen"
Prospectus, and this Prospectus must be read only in conjunction with, and as
updated, amended or modified by such appendices.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference into this Prospectus the
following documents:
(a) The Company's latest annual report filed pursuant to Section 13
or
12
<PAGE>
15(d) of the Exchange Act or the latest prospectus filed pursuant
to Rule 424(b) or (c) under the Act which contains, either
directly or by incorporation by reference, certified
financial statements for the Company's latest fiscal year
for which such statements have been filed;
(b) All other reports filed pursuant to Section 13 (a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual reports or the Prospectus referred to in subparagraph (a)
above; and
(c) The description of the Company's Shares which is contained in any
registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents.
DESCRIPTION OF SECURITIES
The Shares are registered under Section 12 of the Exchange Act, and
the Plan interests are not being registered.
INTEREST OF COUNSEL
Certain legal matters in connection with the Shares offered hereby are
being passed upon for the Company by Baker & Daniels, Elkhart, Indiana. Kennard
R. Weaver, a partner in Baker & Daniels, General Counsel and Secretary to the
Company, beneficially owns 6,002 Shares of the Company. Mr. Weaver is not an
"officer" of the Company within the meaning of the Act.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article X of the Company's Articles of Incorporation provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the Indiana Business Corporation Law.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the
13
<PAGE>
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
EXEMPTION FROM REGISTRATION CLAIMED
The Shares to be registered are not being reoffered or resold and
therefore no exemption is being claimed.
EXHIBITS
1995 Schult Homes Corporation Share Incentive Plan
Opinion of Baker & Daniels as to legality of Shares being registered
Consent of Baker & Daniels
Consent of KPMG Peat Marwick
UNDERTAKINGS
A. The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus to each employee to whom the Prospectus is
sent or given a copy of the registrant's annual report to shareholders for its
last fiscal year, unless such employee otherwise has received a copy of such
report, in which case the registrant shall state that it will promptly furnish,
without charge, a copy of such report on written request of the employee. If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the Prospectus, the annual report for the preceding fiscal year may be so
delivered, but within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.
B. The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the Plan who do not
otherwise receive such material as shareholders of the registrant, at the time
and in the manner such material is sent to its shareholders, copies of all
reports, proxy statements and other communications distributed to its
shareholders generally.
14
<PAGE>
C. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
D. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registrations:
(i) To include any Prospectus required by Section 10(a)(3) of
the Act;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
E. (1) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person to whom the
Prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the
15
<PAGE>
Exchange Act.
(2) Where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Prospectus,
to deliver or cause to be delivered to each person to whom the
Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to
provide such interim financial information.
F. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Middlebury, State of Indiana, on the 19th day of
March, 1996.
SCHULT HOMES CORPORATION
/s/ Walter E. Wells
- ---------------------------------
By (Signature and Title)
Walter E. Wells, President
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned directors
and/or officers of Schult Homes Corporation, an Indiana corporation, hereby
constitute and appoint Walter E. Wells, the true and lawful agent and attorney-
in-fact of the undersigned with full power and authority in said agent and
attorney-in-fact, to sign for the undersigned and in their respective names any
amendment or amendments to this registration statement, hereby ratifying and
confirming all acts taken by such agent and
16
<PAGE>
attorney-in-fact, as herein authorized.
Signature Title Date
--------- ----- ----
/s/ Todd Goodwin
- --------------------------------- Director 3/19/96
Todd Goodwin
/s/ Walter E. Wells
- --------------------------------- Director and President 3/19/96
Walter E. Wells
- --------------------------------- Director 3/ /96
Walter O. Wells
/s/ John P. Guequierre
- --------------------------------- Director and President 3/19/96
John P. Guequierre Manufactured Housing
/s/ Francis Kennard
- --------------------------------- Director and Senior 3/19/96
Francis Kennard Vice President, Marketing
/s/ Donald Pletcher
- --------------------------------- Director 3/19/96
Donald Pletcher
/s/ Robert J. Deputy
- --------------------------------- Director 3/19/96
Robert J. Deputy
/s/ Frederick A. Greenawalt
- --------------------------------- Principal Accounting 3/19/96
Frederick A. Greenawalt Officer
17
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Indiana, on March 19, 1996.
Schult Homes Corporation
1995 Share Incentive Plan Title Date
- ------------------------- ------ ----
/s/ Donald Pletcher
- --------------------------------- Compensation Committee 3/19/96
Donald Pletcher Member and Director
/s/ Robert J. Deputy
- --------------------------------- Compensation Committeer
Robert J. Deputy Member and Director 3/19/96
/s/ Todd Goodwin
- --------------------------------- Compensation Committee
Todd Goodwin Member and Director 3/19/96
18
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT
Instruments Defining Rights 4
of Security Holders
* a. Schult Homes Corporation
1995 Share Incentive Plan
** b. Article X of the Articles of
Incorporation of Schult Homes
Corporation
Opinion and Consent of Baker & Daniels 5
Consents
Consent of Certified
Public Accountant 23
* Previously filed with the Securities and Exchange Commission and
subsequently amended.
** Previously filed with the Securities and Exchange Commission.
19
<PAGE>
SCHULT HOMES CORPORATION
1995 SHARE INCENTIVE PLAN
SECTION 1
GENERAL
1.1 EFFECTIVE DATE AND PURPOSE. Schult Homes Corporation, an Indiana
corporation ("Schult Homes"), has established the SCHULT HOMES CORPORATION
1995 SHARE INCENTIVE PLAN (the "Plan") effective as of October 19, 1995
(the "Effective Date"), subject to approval of the Plan at the 1995 Annual
Meeting of Schult Homes shareholders by the holders of a majority of the
shares of Schult Homes entitled to vote at that meeting. The purpose of
the Plan is to promote the long-term financial performance of Schult Homes
by (a) attracting and retaining executive and other key employees of Schult
Homes and its Subsidiaries, as they may exist from time to time (as defined
in subsection 2.1) who possess outstanding abilities with incentive
compensation opportunities which are competitive with those of other major
corporations; (b) motivating such employees to further the long-range goals
of Schult Homes; and (c) furthering the identity of interests of
participating employees and Schult Homes shareholders through opportunities
for increased employee ownership of Schult Homes common share.
1.2 PLAN ADMINISTRATION. The Plan shall be administered by the Committee (as
described below). In addition to those rights, duties and powers vested in
the Committee by other provisions of the Plan, the Committee shall have
sole authority to:
(a) interpret the provisions of the Plan;
(b) adopt, amend and rescind rules and regulations for the administration
of the Plan;
(c) impose such limitations, restrictions and conditions upon grants and
awards under the Plan as it shall deem appropriate; and
(d) make all other determinations deemed by it to be necessary or
advisable for the administration of the Plan;
provided that the Committee shall exercise its authority in accordance with
the provisions of the Plan. The Committee may not exercise its authority
at any time that it has fewer than two members. The Committee shall
exercise its authority only by a majority vote of its members at a meeting
or by a written consent without a meeting. Actions and interpretations of
the Plan by the Committee shall be binding on participating emloyees and on
Schult Homes.
<PAGE>
At any date, the members of the Committee shall be those members of
the Board of Directors of Schult Homes who are Disinterested Persons, that
is a director who is not, during the one (1) year preceding service on the
Committee, or during such service, granted or awarded equity securities
pursuant to the Plan or any other plan of Schult Homes or a Subsidiary or
other affiliate, except that:
(e) participation in a formula plan as defined by
Regulation Section 240.16b-3(c)(2)(ii) shall not disqualify
a director from being a Disinterested Person;
(f) participation in a securities acquisition plan
meeting the conditions set forth at Regulation
Section 240.16b-3(d)(1) shall not disqualify a director from
being a Disinterested Person;
(g) an election to receive a director's fee in either
cash or securities, or partly in cash or partly in
securities, shall not disqualify a director from being a
Disinterested Person; and
(h) participation in a plan shall not disqualify a
director from being a Disinterested Person for purposes of
administering another plan that does not permit
participation by directors.
From time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members, and appoint new members
in substitution, but in all events such new members shall be Disinterested
Persons. The Company shall indemnify the members of the Committee for
actions taken or not taken in their capacities as administrators of the
Plan.
1.3 SHARES AVAILABLE. The sum of the number of common shares of Schult Homes
for which Non-Qualified Share Options ("Option" or "Options") may be
granted may not exceed 300,000, subject to the adjustments described below.
If all or a portion of an Option expires or is terminated without having
been exercised in full, then the number of shares which are forfeited or
not purchased shall again be available for purposes of making grants under
this Plan. The common shares of Schult Homes delivered pursuant to the
Plan shall be authorized but unissued shares or reacquired shares held by
Schult Homes as treasury shares (including shares purchased in the open
market). In the event of a merger, consolidation, reorganization,
recapitalization, share dividend, share split or other similar change in
the corporate structure or capitalization of Schult Homes which affects the
Schult Homes common shares, appropriate adjustment, as determined by the
Board of Directors of Schult Homes (or its successor), shall be made with
respect to the number and kinds of shares (or other securities) which may
thereafter be awarded or be subject to Options under the Plan. Agreements
evidencing grants and awards under the Plan shall be subject to and shall
provide for appropriate
<PAGE>
adjustments, as determined by the Board of Directors of Schult Homes (or
its successor) in the event of such changes in the corporate structure or
capitalization of Schult Homes occurring after the date of grant or award.
1.4 TERM, AMENDMENT AND TERMINATION OF PLAN. Grants and awards may not be made
under the Plan until after October 19, 1995, or prior to the termination
date of the Plan. The Board of Directors of Schult Homes may amend or
terminate the Plan at any time except that, without the approval of the
holders of a majority of Schult Homes shares entitled to vote at a duly
held meeting of such shareholders, the Board may not:
(a) increase the number of common share which may be issued under the
Plan, except as provided in subsection 1.3;
(b) reduce the minimum Option price under any share option, except as
provided in subsection 1.3;
(c) increase the maximum period during which Options may be exercised;
(d) extend the term of the Plan; or
(e) amend the standards for participation described in Section 2.
In addition, the Committee may amend or modify any outstanding Option
in any manner to the extent that the Committee would have had the authority
to initially grant such Option as so modified or amended, including without
limitation, to change the date or dates as of which an Option becomes
exercisable.
Amendment or termination of the Plan shall not affect the validity of
terms of any grant or award previously made to a Participant in any way
which is adverse to the Participant without the consent of the Participant.
1.5 COMPLIANCE WITH APPLICABLE LAW. The Committee may postpone any exercise of
an Option for such time as the Committee in its discretion may deem
necessary in order to permit Schult Homes (a) to effect or maintain
registration of the Plan or common shares issuable pursuant to the Plan
under the Securities Act of 1933, as amended, or the securities laws of any
applicable jurisdiction; (b) to take any action necessary to comply with
restrictions or regulations incident to the maintenance of a public market
for Schult Homes common shares; or (c) to determine that no action referred
to in (a) or (b) above needs to be taken. Schult Homes shall not be
obligated to issue shares upon exercise of an Option in violation of any
law or regulation. Any such postponement shall not without
-3-
<PAGE>
action of the Committee extend the term of an Option. Neither Schult
Homes, nor its directors or officers, shall have any obligation or
liability to any Participant (or successor in interest) because of the loss
of rights under any grant or award under the Plan due to postponements
pursuant to this subsection.
1.6 WITHHOLDING TAXES. Schult Homes and its Subsidiaries shall have the right
to require payment, in cash or in equivalent value in Schult Homes common
shares, from any person entitled to receive Schult Homes common share
pursuant to the Plan of the amount of any tax required by law to be
withheld with respect to that share.
SECTION 2
PLAN PARTICIPATION
2.1 PARTICIPATION DESIGNATIONS. The Committee may, at any time, designate any
officer or key employee of Schult Homes or of a Subsidiary to be a
Participant. For purposes of the Plan, the term "Subsidiary" means any
corporation of which, at any date, Schult Homes owns directly, or
indirectly through an unbroken chain of subsidiary corporations, shares
possessing 50 percent or more of the total combined voting power of all
classes of shares of that corporation.
2.2 PARTICIPATION IS NOT A CONTRACT OF EMPLOYMENT. The Plan does not
constitute a contract of employment. Participating in the Plan does not
give any employee the right to be retained in the employ of Schult Homes or
a Subsidiary and does not limit in any way the right of Schult Homes or a
Subsidiary to change the duties or responsibilities of any employee.
SECTION 3
SHARE OPTIONS
3.1 GRANTEES. The Committee may, at any time, designate a Participant to
receive an Option whether or not the Participant has previously received a
grant under the Plan. For purposes of the Plan, the term "Non-Qualified
Share Option" means an option to purchase Schult Homes common share which
is not an Incentive Share Option, as defined by Section 422 of the Internal
Revenue Code (the "Code"). Each Option granted under the Plan shall be
evidenced by a written agreement between the Participant and Schult Homes
in a form approved by the Committee. The provisions of each agreement
shall be determined by the Committee in
-4-
<PAGE>
accordance with the provisions of the Plan. A Participant shall not have
any rights of a shareholder of Schult Homes common shares with respect to
shares subject to an Option until such shares are purchased upon exercise
of the Option.
3.2 NUMBER OF SHARES OPTIONED AND OPTION PRICE. The Committee shall, subject
to the limitations of subsection 1.3 and this Section 3, determine the
number of Schult Homes common shares which may be purchased and the Option
price of each share on exercise of each Option granted under the Plan. The
Option price of each share under an Option shall not be less than 100
percent of the Fair Market Value of a share of Schult Homes common share on
the date the Option is granted. For purposes of the Plan, the term "Fair
Market Value" means the closing price of a share of Schult Homes common
share, as reported by the American Stock Exchange on the day preceding the
date of grant, or, in the event the share was not traded on such date, on
the first date that the share was so traded which next precedes the date as
of which the determination is being made.
3.3 EXERCISE OF OPTIONS AND PAYMENTS. Each Option shall become exercisable in
full at such time, or in such portions at such times, as the Committee
determines, subject to the following provisions of this subsection 3.3. No
Option granted to a Participant shall be exercisable prior to the first
yearly anniversary of the date upon which the Option was granted. One-half
(1/2) of each grant shall vest and may be exercised after the first
anniversary, the remaining one-half (1/2) shall vest and become exercisable
after the second yearly anniversary; except, in the discretion of the
Committee, if the Participant's employment with Schult Homes and all of its
Subsidiaries terminates by reason of death, Disability (as defined in
Section 37(c)(3) of the Code) or retirement (as described in subsection
3.4(d)). During any period that an Option is exercisable, it may be
exercised by delivering a written notice to Schult Homes at its principal
office by registered or certified mail stating the number of shares with
respect to which the Option is being exercised and specifying a date not
less than five nor more than 15 days after the receipt of such notice on
which the shares will be taken up and payment made therefore. Payment may
be made in (a) cash, or (b) in the event the Committee shall so authorize
such an exchange, in shares of Schult Homes common share with an aggregate
Fair Market Value as of the close of trading on the trading day immediately
preceding the date of exercise equal to the purchase price, or in any
combination of cash and, if authorized by the Committee, such shares.
3.4 TERMINATION OF OPTIONS. Each Option shall terminate and not be exercisable
after the date determined by the Committee, on the earlier of (a) the tenth
(10th) anniversary of the date that the Option was granted; (b) the
sixtieth (60th) day following the date upon which the Participant's
employment with Schult Homes and all Subsidiaries terminates for reasons
other than described in (c), (d) or (e)
-5-
<PAGE>
next following; (c) the date upon which the Participant's employment with
Schult Homes and all Subsidiaries terminates as the result of discharge of
the Participant for "Good Cause"; (d) the first anniversary of the date the
Participant's employment with Schult Homes and all Subsidiaries terminates
on account of death or Disability; or (e) the first anniversary of the
Participant's retirement, or such later date as may be approved by the
Committee, from employment by Schult Homes or a Subsidiary. For purposes
of the Plan, "Good Cause" shall mean conviction of any felony, acts
involving dishonesty, moral turpitude, deliberate subordination or gross
malfeasance.
3.5 TRANSFERABILITY. No Option granted to a Participant may be transferred
by the Participant except by will or the laws of descent and distribution,
and, except as respects exercise within the period described at
Section 3.4(d), above, may be exercisable during the Participant's lifetime
only by the Participant.
3.6 CHANGE IN CONTROL. Notwithstanding any to the contrary contained herein,
any share Option granted pursuant to the Plan shall, in the case of a
change in control ("Change in Control"), as hereinafter defined, become
fully exercisable as to all shares of share, irrespective of any
restrictions on vesting or staged exercisability of such Options, from and
after the date of such Change in Control and shall, subject to the
expiration provisions of Section 3.4(a), above, remain exercisable for a
period of three (3) months following the employee's termination of
employment with the Schult Homes or its Subsidiary, if said termination
occurs within one (1) year after the date of the Change in Control.
The term "Change in Control" shall mean a Change in Control of a nature
such that (1) it would be required to be reported by a person or entity
subject to the reporting requirements of Section 14(a) of the Securities
Exchange Act of 1934 in response to Schedule 14A of Regulation 14A, or
successor provisions thereto, as in effect on the date hereof, (2) a
"person" or "group" (as those terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934), is or becomes the "beneficial owner"
(as defined in Rule 13(d)-3 issued under the Securities Exchange Act),
directly or indirectly, of securities of Schult Homes, representing in
excess of thirty percent (30%) of the voting securities of Schult Homes
then outstanding, followed by the election by said person or group of one
or more representatives to the Board of Directors of Schult Homes; (3) a
person or group, as hereinabove defined, is or becomes the beneficial
owner, directly or indirectly, of securities of Schult Homes, representing
in excess of fifty percent (50%) of the voting securities of Schult Homes
then outstanding, whether or not followed by the election by said person or
group of one or more representatives to the Board of Directors of Schult
Homes; or (4) any other event, including but not limited to those set forth
in paragraphs (1) through (3) above, which shall have the effect of
-6-
<PAGE>
placing control of the business and affairs of Schult Homes in a person or
group as hereinabove defined, other than or different from the present
shareholders of Schult Homes.
SCHULT HOMES CORPORATION
By: ______________________________
Title: President
-7-
<PAGE>
EXHIBIT 5
[BAKER & DANIELS LETTERHEAD]
March 15, 1996
Schult Homes Corporation
P.O. Box 151
Middlebury, IN 46540
RE: OPINION AND CONSENT
Gentlemen and Ladies:
We are counsel for Schult Homes Corporation (the "Company"), an Indiana
corporation. We have examined the corporate records and proceedings of the
Company with respect to (a) the organization of the Company, and (b) the
legal sufficiency of all corporate proceedings of the Company taken in
connection with the authorization, reservation for issuance, validity and
non-assessability of the 300,000 common shares of the Company (the "Common
Shares") that may be issued under the Company's 1995 Share Incentive Plan (the
"Plan"). The offering of the 300,000 Common Shares is being registered pursuant
to the Company's Registration Statement on Form S-8 (the "Registration
Statement"), in connection with which this opinion is given.
Based upon such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation
under the laws of the State of Indiana.
2. The Company is duly qualified to do business in each State where its
activities require such qualification.
3. When the Registration Statement shall have become effective and the
Common Shares offered pursuant thereto have been issued and sold in accordance
with the terms of the Plan, such common Shares will be validly authorized,
legally issued and fully paid and non-assessable.
<PAGE>
Schult Homes Corporation -2- March 15, 1996
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the hearing
"Interest of Counsel" contained in the Registration Statement. In giving such
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the Securities and Exchange
Commission thereunder.
Yours very truly,
Baker & Daniels
<PAGE>
Exhibit 23
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors and shareholders of
Schult Homes Corporation:
We consent to the incorporation by reference in the Registration Statement to
be dated March 18, 1996 on Form S-8 of Schult Homes Corporation of our report
dated August 4, 1995, relating to the consolidated balance sheets of Schult
Homes Corporation and subsidiaries as of July 1, 1995 and July 2, 1994, and
the related consolidated statements of operations, cash flows and
shareholders' equity for each of the years in the three year period ended
July 1, 1995. These financial statements and our report thereon are
incorporated by reference into the 1995 annual report on Form 10-K from the
1995 Annual Report to Shareholders.
/s/ KPMG Peat Marwick LLP
-------------------------
Chicago, Illinois
March 15, 1995
