REXHALL INDUSTRIES, INC,
46147 North 7th Street West
Lancaster, California 93534
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Rexhall Industries, Inc.
("Company") will be held at the Lancaster plant, 46147 North 7th
Street West, Lancaster, California, 93534 on Thursday, May 25,
1995, at 2:00 p.m., California time for the following purposes:
1. To elect its Board of Directors to serve for the ensuing year;
2. To ratify the selection of Deloitte & Touche as the
independent public accountants for the Company for the year
ending December 31, 1995;
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The stock transfer books of the Company will not be closed,
but only holders of common stock of records at the close of
business on April 14, 1995 will be entitled to vote at the meeting.
Your proxy is enclosed. You are cordially invited to attend
the meeting, but if you do not expect to attend, or if you plan to
attend, but desire the proxy holders to vote your shares, please
date and sign your proxy and return it in the enclosed postage paid
envelope. The giving of this proxy will not affect your right to
vote in person in the event you find it convenient to attend.
Cheryl L. Rex
Secretary
DATED: April 14, 1995
<PAGE>
REXHALL INDUSTRIES INC,
46147 North 7th Street West
Lancaster, California 93534
PROXY STATEMENT FOR ANNUAL MEETING TO BE HELD
MAY 25, 1995, 2:00 P.M.
Your proxy is solicited on behalf of the Board of Directors
of Rexhall Industries, Inc. ("Company") for use at the annual
meeting of shareholders to be held on the above date at 46147 North
7th Street West, Lancaster, California, 93534. If a proxy in the
accompanying form is duly executed and returned, the shares
represented by the proxy will be voted as directed. If no
direction is given, the shares will be voted for the election of
the five (5) nominees for director named herein, for approval of
the amendments of the Company's 1989 Incentive and Nonstatutory
Stock Option Plan, and for the approval of Deloitte & Touche as the
Company's independent accountants for the year ending December 31,
1995. A proxy given by a shareholders may be revoked at any time
before it is exercised by notifying the Secretary of the Company in
writing of such revocation, by giving another proxy bearing a later
date or by voting in person at the meeting
The cost of this solicitation of proxies will be borne by the
Company. Solicitations will be made by mail. In addition the
officers and regularly engaged employees of the Company may, in a
limited number of instances, solicit proxies personally or by
telephone. The Company will reimburse banks, brokerage firms,
other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy materials to beneficial owners of common
stock of the Company.
The Company's annual report, including financial statements
for its fiscal year ended December 31, 1994, is being mailed to all
shareholders concurrently herewith. The annual report is not part
of the proxy materials.
The Company's annual report on Form 10-K for the year ended
December 31, 1994, as filed with the Securities and Exchange
Commission, is available without charge upon written request from
the Secretary of the Company at the address set forth above.
Holders of common stock of record at the close of business on
April 14, 1995 will be entitled to vote at the meeting. There were
2,528,000 shares of common stock outstanding on that date. Each
share is entitled to one vote and a majority of the shares of
common stock outstanding is necessary to constitute a quorum for
the meeting. The shareholders have cumulative voting rights in the
election of directors. Under the cumulative voting method, a
shareholder may multiply the number of shares owned by the number
of directors to be elected and cast this total number of votes for
any one candidate or distribute the total number of votes in any
proportion among as many candidates as the shareholder desires. A
shareholder may not cumulate his votes for a candidate unless such
candidate's name has been place in nomination prior to the voting
and unless a shareholder has given notice at the meeting prior to
the voting of his intention to cumulate his votes. If any
shareholders give such notice, all shareholders may then cumulate
their votes.
<PAGE>
ELECTION OF DIRECTORS
The Company's directors are elected annually to serve until
the next annual meeting of shareholders and until their successors
are elected and qualified. The number of directors presently
authorized by the By-laws of the Company is five (5).
Unless otherwise directed by shareholders, the proxy holders
will vote all shares represented by proxies held by them for the
election of the maximum number of the following nominees, all of
whom are now members of and constitutes the Company's Board of
Directors. The Company is advised that all of the nominees have
indicated their availability and willingness to serve if elected.
In the event that any nominees become unavailable or unable to
serve as a director of the Company prior to voting, the proxy
holders will vote for a substitute nominee in the exercise of their
best judgment.
Information Concerning Nominees
Information concerning the nominees based on data furnished by them
is set forth below:
WILLIAM J. REX, AGE 44, as founder of the Company, has served
as the Company's chief executive from its inception as a general
partnership in July 1986. In January 1987, when the Company began
operations in corporate form, Mr. Rex became the Company's
President and Chairman of the Board, offices which he continues to
hold. From March 1983 until founding the Company, Mr. Rex served
in various executive capacities for Establishment Industries, Inc.,
a manufacturer of Class A and Class C motorhomes which was acquired
in June 1985 by Thor Industries, Inc., a large manufacturer of
recreational vehicles. His last position with Establishment
Industries, Inc. was President. From 1970 until March 1983, Mr.
Rex was employed in various capacities by Dolphin Trailer Company,
a manufacturer of a wide range of recreational vehicles products.
At the time he left Dolphin Trailer Company (which changed its name
to National R.V., Inc. in 1985), Mr. Rex was Plant Manager in
charge of all production and research and development.
Al, J. THEIS, AGE 77, became a director in August 1987. Mr.
Theis is a consultant to the recreational vehicle industry and
consults with the Company relating to financial matters and in
development of global sales. From August 1987 to February 1991,
Mr. Theis was employed by the Company as Chief Financial Officer,
From February 1982 until June 1984, he was employed by
Establishment Industries, Inc., as Chief Financial Officer and
Corporate Planner.
DONALD C. HANNAY, AGE 67, joined the Company in December 1987
and is responsible for product sales and marketing. He became a
director in May 1989. From April 1982 until August 1987, he was
employed by Establishment Industries, Inc. as Vice President, Sales
and Marketing where he built the Establishment's dealer network and
was responsible for dealer sales. From August 1987 until joining
the Company, he was employed as General Sales Manager by Komfort
Industries of California, Inc., a recreational vehicle manufacturer
located in Riverside, California.
<PAGE>
ROBERT A. LOPEZ, AGE 55, is President of Nickerson Lumber and
Plywood. Robert started his employment with Nickerson as an
outside salesman in 1969 and in 1980 he became a partner and
purchased Nickerson Lumber stock. He was elected as President of
Nickerson in 1981. His background in marketing products primarily
to residential builders, manufactured housing and recreational
vehicle assemblers, which will be a great asset in further
developments of marketing Rexhall products in both the domestic and
global markets. In his spare time, if any, Mr. Lopez is captain of
San Fernando Rangers, a non-profit organization working to use
horses as therapeutic conditioning for mentally and physically
disabled children.
JOHNNY J. CULBERTSON, AGE 42, joined Rexhall in November of
1994, he is Vice President and General Manager of the Indiana
plant. From October 1992 until October 1994 he was employed by
Warrick Industries a manufacture of transit buses, ambulances and
cargo trucks, were he was responsible for manufacturing. From
October 1989 until October 1992 he was employed with Damon Corp.,
where he introduced them to a Class A product line. Prior to
employment at Damon Corp., Mr. Culbertson was employed by Honey
R.V.s for 16 years. Honey R.V.s product line included motorized,
towable, park model homes and truck camper recreational vehicles.
Mr. Culbertsons last position with Honey R.V.s was Vice President
of Production.
Information Concerning Directors and Committees
During 1994, there were four meetings of the Board of
Directors. Outside directors receive $350 per meeting for serving
the Company as members of the Board. Directors may also be
reimbursed for reasonable expenses relating to attendance at
Meetings of the Board or a Committee of the Board. Each directors
attended all of the board meetings held during his tenure as a
director in 1994.
These are the following Committees of the Board of Directors:
Audit Committee. The Audit Committee consist of William J.
Rex, Al J. Theis and Robert A. Lopez. The Audit Committee is to
meet with representatives of the Company's independent auditors and
with representatives of senior management. The committee recommends
the engagement or discharge of the Company's independent auditors,
consults with the auditors as to the adequacy of internal
accounting procedures and reviews and approves financial statements
and reports. The Audit Committee met one time in 1994.
Compensation Committee. The Compensation Committee consists
of William J. Rex, Al J. Theis and Robert A. Lopez. The
Compensation Committee is responsible for reviewing and reporting
to the Board on the recommended annual compensation for officers
including salary, bonuses, and other forms of compensation and
remuneration and also administers the Company's Stock Option Plan.
The Compensation Committee met three times in 1994.
The Company has no standing nominating or similar committee
whose function is to consider or recommend nominees to the Board of
Directors.
Securities Ownership
The following table sets forth information as of April 14,
1995 concerning the ownership of the Company's Common Stock (the
only class of securities outstanding) by all persons known by the
Company to be beneficial owners of more than five percent (5 by all
directors and nominees for director owning Common Stock, and by all
directors and officers as a group:
<PAGE>
Number of Percent of
Shares Outstanding
Name of Beneficial Owner Beneficially Shares at
or Identity of Group Owned(1) April 1995
William J. Rex (1) 1,231,000 48.7%
c/o Rexhall Industries, Inc.
25655 Springbrook Avenue
Saugus, CA 91350
All Directors and Officers as a Group 1,252,000 49.5%
(5 persons)
(1) The person named in the table has sole voting and investment
power with respect to all shares of Common Stock shown as
beneficially owned by him, subject to applicable community
property law.
Executive Compensation
The following table sets forth certain information as to each
of the five highest paid of the Company's executive officers whose
cash compensation exceeds $100,000 for the year ended December 31,
1994.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Compensation
Principal Position Year Salary($) Bonus($) $(I)
William J. Rex 94 250,000 390,000 ---
President & CEO 93 250,000 254,000 ---
92 250,000 51,000 ---
William M. Hill 94 75,000 72,000 ---
Executive V.P./CFO 93 72,000 84,000 ---
92 68,000 --- ---
Donald C. Hannay, Sr. 94 42,000 158,000 ---
V.P. of Sales & Marketing 93 42,000 73,000 ---
92 22,000(2) --- ---
Juan Arias 94 83,000 117,000 ---
V.P. of Production 93 75,000 51,000 ---
92 43,000 2,000 ---
N/A
<PAGE>
(1)The unreimbursed incremental cost to the Company of providing
perquisites and other personal benefits during 1994 did not exceed
as to any named officer the lesser of $50,000 or 10% of the total
1994 salary and bonus paid to such named officer and, accordingly,
is omitted from the table. These benefits included (i)
reimbursement for medical expenses and (ii) amounts allocated for
personal use of company-owned automobile provided to Mr. Rex.
(2) Mr. Hannay left the Company for seven months during 1992.
Compensation Committee Report
In 1992 the Company extended for 2 years an employment
agreement with William Rex. The employment agreement provides for
an annual salary of $250,000 plus a bonus determined monthly in the
amount of 10% before bonus and taxes. Other Executive Officers are
compensated based on the following factors: (1) the financial
result of the Company during the prior year, (2) compensation paid
to executive officers in prior years, (3) extraordinary performance
during the year and (4) compensation of executive officers employed
by competitors.
Directors who are not Executive Officers are paid $350 per
Board Meeting and there are four Board Meetings per year.
The Company also has all incentive program under which it pays
supervisory employees involved in sales and production a cash bonus
based oil specific performance criteria. Committee William J. Rex,
Robert A. Lopez and Al J. Theis.
Stock Option Plan
In May 1989, the Company adopted the 1989 Incentive and
Nonstatutory Stock Option Plan (the "Option Plan"), which provides
for the granting of (i) incentive stock options pursuant to Section
422A of the Internal Revenue Code of 1986, as amended, to key
employees, and (ii) nonstatutory stock options to key employees and
directors and consultants to the Company designated by the Board as
eligible under the Option Plan. Under the Option Plan, options for
up to 225,000 share may be granted. In May 1994 an amendment of
the Option Plan increased by 225,000 the number of shares
authorized for issuance under the Option Plan (from all original
225,000 shares to 450,000 shares as amended).
The following table sets forth information as to all options
to purchase Common Stock which were granted to Executive Officers
specified in the table under "Cash Compensation" above who received
options during the year ended December 31, 1994:
<PAGE>
Option/SAR Grants in 1994
# of Securities % of Total
Underlying Options/SARs Exercise
Options/SARs Grants to Employees or Base Expiration
Name Granted(#) in Fiscal Year Price ($/Sh) Date
William J. Rex 0 0 0 0
William M. Hill 0 0 0 0
Donald C. Hannay 0 0 0 0
Option/SAR Grants Canceled
# of Securities % of Total
Underlying Options Grants Base
Options/SARs Grants canceled to Price Expiration
Name Year Canceled (#)(1) employees ($SH) Date
William J. Rex 1994
1993 65,000 72% $5.36 1995
1992
William M. Hill 1994
1993
1992
Donald C. Hannay 1994
1993 10,000 11% 4.875 1992
(1)Options that were granted in 1990, that were canceled in 1993.
There were no grants canceled prior to 1993.
No director who was not an Executive Officer was granted any
stock options during the year ended December 31, 1994. There were
no stock options granted in 1994. There were 49,000 shares of
stock options exercised during the year ended December 31, 1994.
Effective May 1, 1991, the Securities and Exchange Commission
adopted new rules (the "New Rule(s)") regarding reporting of
beneficial ownership of securities by directors, officers and
persons who own more than ten percent of the Company's Common Stock
("Reporting Persons"). Under the rules which existed prior to May
1, 1991 (the "Old Rule(s)"), employee stock options granted under
a plan which complied with Old Rules 16b-3 were exempt from
reporting under Old Rule 16a-6(c). Under the transition provisions
applicable to the New Rules, reporting persons are required to
report derivative securities acquired under the Old Rules on the
first form otherwise required to be filed after May 1, 1991.
<PAGE>
William J. Rex the Company's Chairman of the Board, President,
Chief Executive Officer and principal shareholder, timely filed a
Form 4 in May 1993 in which he reported the grant of employee stock
options under the Company's 1989 Incentive and Nonstatutory Stock
Option Plan. In such Form 4, and pursuant to the transition
provisions applicable to the New Rules discussed above, Mr. Rex
also reported the grant of options to him before May 1, 1991 that
were exempt from earlier reporting but did not report in that Form
4 that such previously granted options had been canceled in
exchange for the grant of additional options that were subject to
material contingencies and therefore not reportable under the New
Rules until the contingencies were satisfied. Such cancellation
was reported in all amended Form 4 filed later in May 1993.
Aggregated Option/SAR Exercises 1994 and RY-End Option/SAR Values
# of Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs at Options/SARs
Shares FY-End($) FY-End($)
Acquired on Value Exercisable/ Exercisable
Name Exercised(#) Realized($) Unexercisable(2) Unexercisable(1)
William J. Rex --- --- 51,000.61,000 $144,000/224,000
William M. Hill 10,000 50,000 0/20,000 $0/70,000
Donald C. Hannay 11,000 55,000 0/11,000 $0/39,000
(1)12/31/94 close price $6 1/4 vs. option price.
(2)Options become exercisable on April 21, 1995.
No options have been granted under the Option Plan in 1995. The
following table sets forth information from inception of Option
Plan through December 31, 1994 concerning the net number of options
under the Option Plan that has been received by (i) each of the
Company's current executive officers, (ii) each nominee for
election as director, (iii) all current executive officers as a
group, (iv) all current directors who are not executive officers as
a group, and (v) all employees who are not executive officers:
No. of shares
covered by
Name of Person or Group Position with the Company Options
William J. Rex Chairman of the Board, President
and Chief Executive Officer; 112,000
and Nominated Director
William M. Hill Executive Vice President and
Chief Financial Officer; 20,000
and Nominated Director
Donald C. Hannay, Sr. Vice President of Sales and Marketing;
and Nominated Director 11,000
Al J. Theis Nominated Director 5,000
All current executive officers as a group 143,000
All current directors who are not executive officers as a group 5,000
All employees who are not executive officers as a group 28,000
<PAGE>
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors his selected Deloitte & Touche as
independent accountants of the company for the year ending December
31, 1995 and further directed that the Company submit the selection
of independent accountants for ratification by shareholders at the
Company's annual meeting. Deloitte & Touche acted for the Company
in such capacity for the year ended December 31, 1994.
Representatives of Deloitte & Touche are expected to be present at
the annual meeting and will have the opportunity to make a
statement if they desire to do so. They will also be available to
respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996
Annual Meeting must be received at the Company's principal office
no later than December 28, 1995 in order to be considered for
inclusion in the proxy statement and form of proxy related to that
meeting.
OTHER BUSINESS
The Board of Directors knows of no other matter, to be acted
upon at the meeting. However, if any other matter shall properly
come before the meeting, the proxy holders named in the proxy
accompanying this statement will have discretionary authority to
vote all proxies in accordance with their best judgement.
By order of the Board of Directors
Cheryl L. Rex
Secretary
DATED: April 14, 1995
Lancaster, California
