<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Schult Homes Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
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 23, 1997
____________________
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 23, 1997, 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 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 23, 1997, 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 26, 1997
<PAGE> 3
SCHULT HOMES CORPORATION
221 U.S. 20 West
P.O. Box 151
Middlebury, Indiana 46540
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 23, 1997
____________________
PROXY STATEMENT
____________________
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Schult
Homes Corporation (Schult) for use at Schult's Annual Meeting of Shareholders
to be held at Das Dutchman Essenhaus, 240 U.S. 20 West, Middlebury, Indiana, on
October 23, 1997 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 30, 1997. 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 4,507,435 Schult Common Shares outstanding at the
close of business on September 23, 1997, the record date with respect to this
solicitation, will be entitled to notice of and to one vote per share at the
Annual Meeting and any adjournment or adjournments thereof. No shareholder
will be entitled to cumulate votes.
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<PAGE> 4
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 12, 1997.
<TABLE>
<CAPTION>
PERCENTAGE OF OPTIONS TO ACQUIRE
NUMBER OF COMMON SHARES COMMON SHARES ADDITIONAL
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED COMMON SHARES
- ------------------------------------------ ------------------ ------------------ -------------
<S> <C> <C> <C>
Walter E. Wells (1) . . . . . . . 253,554 5.6% 18,000
Francis M. Kennard (1)(2) . . . . . 163,920 3.6% 8,400
John P. Guequierre (1)(3) . . . . . 49,746 1.1% 18,000
Ervin L. Bontrager (1)(4) . . . . . 105,858 2.4% 13,950
Frederick A. Greenawalt (5) . . . . 6,582 0.2% 6,000
William S. Reasor (6) . . . . . . 2,400 0.1% 9,000
Todd Goodwin (7)(9) . . . . . . . 64,538 1.4% -----
Gibbons, Goodwin van
Amerongen
600 Madison Avenue
New York, NY 10022
Robert J. Deputy (8)(9) . . . . . 83,070 1.8% -----
Godfrey Conveyor Co., Inc.
22787 County Road 14
Elkhart, IN 46516
Donald R. Pletcher (9) . . . . . . 97,688 2.2% -----
Lindon Investments
P. O. Box 1163
Elkhart, IN 46515
All directors and executive officers as
a group (9 persons) . . . . . . . 827,356 18.4% 73,350
</TABLE>
- ---------------
(1) Located at 221 U.S. 20 West, Middlebury, Indiana 46540.
(2) Includes 65,991 Common Shares owned of record by Marie M. Kennard, Mr.
Kennard's wife.
(3) All Common Shares are owned of record jointly with Mary R. Guequierre, Mr.
Guequierre's wife.
(4) Includes 104,358 Common Shares owned of record jointly with Karen S.
Bontrager, Mr. Bontrager's wife.
(5) Located at 1800 South Main, Elkhart, Indiana 46516.
(6) Located at 437 North Main, Middlebury, Indiana 46540.
(7) Includes 2,400 shares owned of record by Jacqueline A. Goodwin, Mr.
Goodwin's wife.
(8) Includes 2,400 shares owned of record by M.P. Deputy, Mr. Deputy's wife.
(9) Includes 1,550 shares owned beneficially in the Directors Deferred
Compensation Plan.
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<PAGE> 5
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 12, 1997, is presented in the table on the previous page.
WALTER E. WELLS, 58
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.
FRANCIS M. KENNARD, 68
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, 51
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, 52
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> 6
TODD GOODWIN, 66
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, Johns Manville, Wells Aluminum and U. S. Energy
Systems.
ROBERT J. DEPUTY, 58
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, 54
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 and director 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 1996 Annual Meeting of Shareholders. Although it
is anticipated that each nominee will be available to serve as a director,
should any nominee become unavailable to serve, the proxies will be voted for
such other person as may be designated by Schult's Board of Directors.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit Committee 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 accountants; to review the scope and
parameters of the independent accountants' audit of Schult's consolidated
financial statements; to establish policies and make recommendations to the
Board of Directors with respect to approval of transactions between Schult and
its directors and officers; and to make recommendations to the Board of
Directors concerning the annual appointment of Schult's independent
accountants.
The Board of Directors, the Compensation Committee and the Audit Committee
of Schult met six times, one time and three times, respectively, during the
past fiscal year.
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<PAGE> 7
No director attended fewer than 75% of the aggregate of the meetings of the
Board of Directors or 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. Each of those directors has elected to receive
director's compensation in Units representing 1,200 Common Shares (after the
6-for-5 split), rather than in cash.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1997, 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
stock option grant recommendations made by the President for the executive
officers (other than for himself) along with the rationale for such
recommendations. The Committee examines these recommendations in relation to
Schult's overall objectives and makes compensation recommendations to the Board
of Directors for final approval. The Committee also sends to the Board of
Directors for approval its recommendations on compensation for the President,
who does not participate in the Committee's decisions as to his compensation
package.
Schult's current executive compensation policies and practices reflect the
compensation philosophies of Schult's founder, Walter O. Wells, and the pattern
established by Schult. Schult is committed to maximizing shareholder value
through performance and the Committee believes that superior performance by
Schult's executive and management team is an essential element to reaching that
goal. The program is designed to help achieve this objective by (1)
attracting, retaining and rewarding highly qualified and productive persons;
(2) relating compensation to both Schult and individual performance; (3)
establishing compensation levels that are internally equitable and externally
competitive; and (4) encouraging an ownership interest and instilling a sense
of pride in Schult which are consistent with the interests of Schult's
shareholders.
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<PAGE> 8
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.
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 stock
price increases over time. Individual executive officer option awards are
based on level of responsibility, individual contribution, length of service
and total number of Common Shares owned in relation to other executive officers
in Schult.
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
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<PAGE> 9
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
-8-
<PAGE> 10
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 1997.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Restricted
Other Annual Share Share All Other
Name and Principal Position Year Salary Bonus (1) Compensation(2) Award Options (3) Compensation (4)
- --------------------------- ---- ------ -------- -------------- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Walter E. Wells 1997 $134,043 $256,192 $3,640 6,000 $6,000
President and 1996 $119,203 $138,641 $4,119 -- 12,000 $6,000
Chief 1995 $119,203 $185,290 $1,980 -- -- $6,000
Executive Officer
Francis M. Kennard 1997 $87,543 $161,627 $7,103 2,400 $6,000
Senior Vice 1996 $85,620 $94,909 $5,679 -- 6,000 $6,000
President, 1995 $85,620 $126,844 $1,980 -- -- $6,000
Product Group
John P. Guequierre 1997 $93,011 $191,568 $2,316 6,000 $6,000
President, 1996 $83,396 $106,645 $1,880 -- 12,000 $6,000
Manufactured Housing 1995 $83,396 $142,529 $1,320 -- -- $6,000
Ervin L. Bontrager 1997 $84,428 $168,697 $1,677 4,950 $6,000
Executive Vice 1996 $77,332 $94,701 $1,277 -- 9,000 $6,000
President, 1995 $76,120 $126,566 $919 -- -- $6,000
Manufactured Housing
William S. Reasor 1997 $69,620 $132,007 -- 3,000 $6,000
President, 1996 $69,620 $79,099 -- -- 6,000 $6,000
Modular Housing 1995 $69,620 $105,714 -- -- -- $6,000
Five (5) executives as a group: 1997 $468,645 $910,091 $14,736 22,350 $30,000
1996 $435,171 $513,995 $12,955 -- 45,000 $30,000
1995 $433,959 $686,943 $6,199 -- -- $30,000
</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 at the exercise price of $15.25 and October 24, 1996 at
the exercise price of $23.75, the dates the options were granted. See
EMPLOYEE PLANS - 1995 Share Incentive Plan. Restate for 2/28/96 6-for-5
stock split.
(4) These amounts represent the Company's contributions to the Company's
Pension Plan.
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
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<PAGE> 11
same period (assuming the investment of $100 in Schult's Common Shares, the S &
P 500 Index and the below mentioned Peer Group Index on June 30, 1992).
SCHULT HOMES CORPORATION
Share Price Performance
INDEXED TOTAL RETURN - BASE 100
<TABLE>
<CAPTION>
SOURCE: S&P COMPUSTAT BASE YEAR = 100: 6/30/92
COMPANY NAME JUN-92 JUN-93 JUN-94 JUN-95 JUN-96 JUN-97
- ------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
SCHULT HOMES CORP 100.00 140.84 138.29 120.34 201.87 205.78
S&P 500 COMP-LTD 100.00 113.57 115.20 145.14 182.78 245.08
PEER GROUP INDEX 100.00 152.48 159.35 175.03 293.66 284.09
Cavalier Homes, Inc.
Champion Enterprises, Inc.
Clayton Homes, Inc.
Fleetwood Enterprises
Liberty Homes
Oakwood Homes
Palm Harbor Homes, Inc.
Skyline Corp.
</TABLE>
TOTAL RETURN INDEX
[TOTAL RETURN INDEX GRAPH]
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<PAGE> 12
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 120,000 Common Shares for this purpose. The price per
share used to determine the number of shares contributed in fiscal 1997 (17,107
Common Shares) was the closing price on the American Exchange on the day of the
1996 annual meeting. Additional shares may be contributed in 1997 based on the
closing price on October 23, 1997, the date of the 1997 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
90,000 Common Shares were reserved for issuance pursuant to the plan, of which
32,836 have been exercised. Options under the plan are "incentive stock
options" ("ISOs"), which are intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The last of the plan
options were earned on June 27, 1987.
Under the plan, ISOs were granted to key employees, including employees
who are also directors of Schult. The plan was administered by the Board of
Directors.
The exercise of an ISO may not be less than 100% of the fair market value
of the Common Shares on the date granted. Payment for Common Shares is made in
cash.
Under certain circumstances involving a change in the number of Common
Shares without the receipt by Schult of any consideration therefor, such as
share split, share consolidation or payment of a stock dividend, the aggregated
number of Common Shares in respect of which ISOs may be granted under the plan,
the number of shares subject to each outstanding ISO and the option price per
share will be proportionately adjusted. In addition, if Schult is involved in
a merger, consolidation, dissolution or liquidation, the ISOs granted under
the plan will be adjusted or, under certain conditions, will terminate, subject
to the right
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<PAGE> 13
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
28,950 Common Shares of which options to purchase 23,100 shares have been
exercised. The remaining options expired in September, 1996. In September,
1987, Schult granted options to 21 employees to purchase 27,008 Common Shares
of which options to purchase 13,809 have been exercised as of the date hereof.
Such options are exercisable at a price of $2.50 per Common Share until the end
of 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 arising
from the purchase. Purchases can be made only by payroll deductions, and the
aggregate number of Common Shares available for this purpose is 120,000 for the
10 years ending October 31, 1999. As of June 28, 1997, 11,332 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 96,000 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. 4,800 options were terminated. 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.
An additional 45,600 options were granted under the 1995 Share Incentive
Plan by the shareholders on October 24, 1996. There are 218,400 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 and
Guequierre is presented above. 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
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<PAGE> 14
February to October, 1991; President of Chair World, Inc. from January to
October, 1990; and President of Textone Corporation from 1988 to November, 1989.
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Schult's
directors, executive officers, and persons who own more than 10 percent of a
registered class of Schult's equity securities to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and reports of changes
in ownership of Common Shares and other equity securities of Schult. Officers,
directors, and greater than 10-percent shareholders, are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms filed
by them.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were
complied with on a timely basis during the fiscal year ended June 28, 1997;
except that Donald R. Pletcher, a Director, filed a Form 3 on May 20, 1997,
disclosing the purchase of 1,000 common shares on April 25, 1997, 25 days prior
to the filing.
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 27, 1998. 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 28, 1997, June 29, 1996, and July 1, 1995, 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 28, 1997, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, WHICH SCHULT IS FILING WITH THE SECURITIES
AND EXCHANGE COMMISSION. SCHULT'S ANNUAL REPORT ON FORM 10-K IS INCORPORATED
HEREIN BY REFERENCE. THE WRITTEN REQUEST MUST BE DIRECTED TO THE ATTENTION OF
FREDERICK GREENAWALT, VICE PRESIDENT, FINANCE OF SCHULT, P. O. BOX 550,
ELKHART, INDIANA 46515.
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PROPOSALS OF SHAREHOLDERS
All proposals of shareholders intended to be presented at Schult's 1998
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, 1998, 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 26, 1997
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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 23,
1997, at the annual meeting of the Corporation on October 23, 1997, 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:
<TABLE>
<S><C>
FOR THE ELECTION OF DIRECTORS FOR AGAINST ABSTAIN
(AS A GROUP)
Walter E. Wells Robert J. Deputy Todd Goodwin [ ] [ ] [ ]
Ervin L. Bontrager John P. Guequierre Donald R. Pletcher
Francis Kennard
</TABLE>
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) BY LINING THROUGH OR
OTHERWISE STRIKING THE NAME(S)OF SUCH NOMINEE(S).
Dated: , 1997
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(Name of Shareholder) (Name of Shareholder)
