SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES AND
EXHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Restrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commision Only (as permitted by Rule
14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
REXHALL INDUSTRIES, INC.,
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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 unite price or other underlying value of transaction compluted
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check bos if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(4) Date Filed:
<PAGE>
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 7th Street West,
Lancaster, California, 93534 on Tuesday, May 27, 1997, 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 of the Company for the year ending
December 31, 1997;
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 21,
1997 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 21, 1997
<PAGE>
REXHALL INDUSTRIES, INC.
46147 North 7th Street West
Lancaster, California 93534
PROXY STATEMENT FOR ANNUAL MEETING TO BE HELD
MAY 27, 1997, 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 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 Non-statutory Stock Option Plan, and for
the approval of Deloitte & Touche as the Company's independent accountants
for the year ending December 31, 1997. A proxy given by a shareholder 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, 1996, 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,
1996, 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 21,
1997 will be entitled to vote at the meeting. There were 2,636,030 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 placed 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 46, as founder of the Company, has served as the
Company's Chief Executive Officer 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 79, 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.
<PAGE>
DONALD C. HANNAY, AGE 69, 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.
ROBERT A. LOPEZ, AGE 57, 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.
MARCO A. MARTINEZ, AGE 38, joined Rexhall in March of 1995. He was
appointed the position of General Manager and Vice President of the Elkhart,
Indiana facility effective November 7, 1996. Prior to this Marco served the
Company as Executive Director of Administration and Director of Legal
Affairs. Marco is bilingual in English and Spanish having been born in El
Salvador, Central America, but raised in Los Angeles, California. Marco
served in the United States Air Force on active duty for a period of seven
years and continues to serve as a Reservist with the Indiana Air National
Guard in Fort Wayne, Indiana; he has been decorated with both the Air Force
Outstanding Achievement Medal and the Air National Guard Outstanding
Achievement Medal. Marco received his AA in Business Administration from
Antelope Valley College; his B.S. from Abilene Christian University; his MS
in Ministry from Pepperdine University, and expects to complete his Master
in Divinity at Pepperdine University in September of 1997. Marco is a
public speaker and serves the Churches of Christ in a variety of ways.
Information Concerning Directors and Committees
During 1996, 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 director attended all of the board meetings held during his
tenure as a director in 1996.
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 1996.
<PAGE>
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 two times in 1996.
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 21, 1997
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:
Number of Percent of
Shares Outstanding
Name of Beneficial Owner Beneficially Shares at
or Identity of Group Owned (1) April 1997
William J. Rex (1) 1,292,550 49.03%
c/o Rexhall Industries, Inc.
46147 N 7th St. West
Lancaster CA 93534
All Directors and Officers as a Group 1,303,000 49.43%
(5 persons)
(1) The persons named in the table have 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.
<PAGE>
Executive Compensation
The following table sets forth certain information as to each of the
three highest paid(1) of the Company's executive officers whose cash
compensation exceeds $100,000 for the year ended December 31, 1996.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Compensation
Principal Position Year Salary($) Bonus($) $(2)
William J. Rex 96 250,000 199,890 ---
President & CEO 95 250,000 324,000 ---
94 250,000 358,000 ---
Donald C. Hannay, Sr. 96 52,800 171,550
V.P. of Sales & Marketing 95 53,800 168,000 ---
94 42,000 158,000 ---
Juan Arias(3) 96 70,400 100,000 ---
V.P. of Production 95 85,000 114,000 ---
94 83,000 117,000 ---
N/A
(1) Note: Only three executive officers received cash compensation in excess
of $100,000.
(2) The unreimbursed incremental cost to the Company of providing
perquisites and other personal benefits during 1995 did not exceed as to any
named officer the lesser of $50,000 or 10% of the total 1996 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.
(3) Not a complete year for Juan Arias, resigned November 1996.
<PAGE>
Compensation Committee Report
On August 1, 1996, the Company renewed for 5 years (expires July 31,
2001) an employmnet 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 as determined by the Board of
Directors: (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 $350 per Board
Meeting and there are four Board Meetings per year.
The Company also has an incentive program under which it pays
supervisory employees involved in sales and production a cash bonus based on
specific performance criteria. Committee members: William J. Rex, Robert A.
Lopez and Al J. Theis.
Stock Option Plan
In May 1989, the Company adopted the 1989 Incentive and Nonstatutory
Stock Option pursuant to Section 422A of the Internal Revenue Code of 1986,
as amended to (i) key employees, and (ii) to directors and consultants to
the Company designed by the Board as eligible under the Option Plan. Under
the Option Plan, options for up to 225,000 shares maybe granted.
<PAGE>
The following table sets forth information as to all options to
purchase Common Stock which were granted to Executive Officers specified in
the table under "Cash Compensation" above who received options during the
year ended December 31, 1996:
Option/SAR Grants
Number of Securities % of Total Options/SARs
Underlying Options/SARs Grants to Employees Exercise/Base Expiration
Name Year Granted(#) in Fiscal Year Price ($/Sh) Date
William J. Rex
1996 -0- -0- -0- -0-
1995 -0- -0- -0- -0-
1994 -0- -0- -0- -0-
Willian M. Hill(1)
1996 -0- -0- -0- -0-
1995 10,000 48% $3.25 2/2000
1994 -0- -0- -0- -0-
Donald C. Hannay
1996 -0- -0- -0- -0-
1995 11,000 52% $3.25 2/2000
1994 -0- -0- -0- -0-
(1) Mr. Hill resigned from the Company in February 1995.
Option/SAR Grants Canceled
Number of Securities % of Total Option
Underlying Options/SARs Grants canceled Base Price Expiration
Name Year Grants Canceled (#) to employees ($/SH) Date
William J. Rex
1996 -0- -0- -0-
1995 -0- -0- -0-
1994 -0- -0- -0-
Willian M. Hill(1)
1996 10,000 100% $3.25
1995 -0- -0- -0-
1994 -0- -0- -0-
Donald C. Hannay
1996 -0- -0- -0-
1995 -0- -0- -0-
1994 -0- -0- -0-
Juan Arias
1996 -0- -0- -0-
1995 11,000 39% $3.25
1994 -0- -0- -0-
(1) Mr. Willian M. Hill resigned from the Company in February 1995.
<PAGE>
No director who was not an Executive Officer was granted any stock
options during the year ended December 31, 1996. There were no stock
options granted in 1996. There were 10,000 shares of stock options
exercised during the year 1996, by Mr. Willian M. Hill.
Recent Accounting Pronouncements - Effective January 1, 1996 the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." Management periodically reviews the
recoverability of its long-lived assets based on expected future cash flows
or whenever events or changes in circumstances indicate that the carrying
amount of the asset may not be recoverable.
Effective January 1, 1996 the Company adopted the disclosure requirements of
Financial Accounting Standards (SFAS) No. 123, " Accounting for Stock-Based
Compensations," SFAS No. 123 requires expanded disclosures of stock-based
compensation arrangements with employees and encourages (but does not
require) compensation cost to be measured based on the fair value of the
equity instrument awarded. The Company has elected to continue to apply APB
Opinion No. 25, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded.
Aggregated Option/SAR Exercises 1996 and RY-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Option/SARs at Options/SARs
End(#) FY-End($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercised(#) Realized($) Unexercisable(2) Unexercisable(1)
William J. Rex -0- -0- 112,000/-0- $505,000/-0-
Donald C. Hannay -0- -0- 16,000/6,000 72,000/24,000
(1) 12/31/96 close price $7-5/8 vs. option price.
<PAGE>
No options have been granted under the Option Plan in 1996. The
following table sets forth information from inception of Option Plan through
December 31, 1995 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/Group Position with the Company Options
William J. Rex Chairman of the Board, President and Chief 112,000
Executive Officer; and Nominated Director
Donald C. Hannay, Sr. Vice President of Sales and Marketing;
and Nominated Director 16,000
All current executive officers as a group.......................... 128,000
<PAGE>
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche as independent
accountants of the Company for the year ending December 31, 1997 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, 1996. 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 1998 Annual
Meeting must be received at the Company's principal office no later than
December 26, 1997 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 21, 1997
Lancaster, California
