SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 toss.240.14a-11(c) orss.240.14a-12
Nobility Homes, 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 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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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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 if its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
NOBILITY HOMES, INC.
Notice and Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 1, 2002
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the annual meeting of the shareholders of
NOBILITY HOMES, INC. will be held on Friday, the 1st day of March, 2002, at
10:00 A.M. local time, at the Ocala Hilton, 3600 S.W. 36th Avenue, Ocala,
Florida.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To transact such other business as may properly come before
the meeting or any adjournment.
To be sure that your shares will be represented at the meeting, please
date, sign and return your proxy, even if you plan to attend in person. A form
of proxy and a self-addressed, postage prepaid envelope are enclosed. If you do
attend the meeting, you may withdraw your proxy and vote in person.
By Order of the Board of Directors,
Jean Etheredge, Secretary
DATED: February 12, 2002
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 1, 2002
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 12, 2002, in
connection with the solicitation by Nobility's board of directors of proxies to
be used at the annual meeting of the shareholders of Nobility. The meeting will
be held at the Ocala Hilton, 3600 S.W. 36th Avenue, Ocala, Florida, at 10:00
A.M., local time, on Friday, March 1, 2002.
If the enclosed form of proxy is executed and returned, you may revoke
it at any time if it has not yet been exercised, by delivering a later dated
proxy or written notice of revocation to the Secretary of the meeting or by
attending the annual meeting and electing to vote in person. The shares
represented by the proxy will be voted unless the proxy is received in such form
as to render it not votable. The proxy is in ballot form so that you may
specifically grant or withhold authority to vote for the election of each
director. Unless you direct otherwise, the shares represented by the proxy will
be voted "for" the election of each director nominated by the board of
directors. Directors will be elected by a plurality of the votes cast by shares
entitled to vote at the meeting.
Shareholders of record at the close of business on February 6, 2002,
will be entitled to vote. Each share of common stock is entitled to one vote on
any matter to come before the meeting. As of February 6, 2002, Nobility had
4,125,113 shares of common stock outstanding and entitled to vote.
The complete mailing address of Nobility's principal office is P.O. Box
1659, Ocala, Florida 34478.
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES
The following table sets forth, as of January 31, 2002, information as
to the $.10 par value common stock of Nobility owned beneficially, directly or
indirectly, (1) by each person who is known by Nobility to own beneficially more
than five percent (5%) of Nobility's outstanding voting securities, (2) by each
director, (3) by each executive officer named in the summary compensation table
set forth elsewhere herein and (4) by all directors and executive officers as a
group:
Name and Address Number of Common
of Beneficial Owner(1) Shares Beneficially Owned(2) Percent of Class
---------------------- ------------------------- ----------------
Terry E. Trexler(3) 2,182,575(1)(4) 52.7%
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(5) 473,301(1)(6) 11.4%
3741 S.W. 7th Street
Ocala, Florida 34474
Richard C. Barberie(5) 825 *
15300 SE 140 Avenue Road
Weirsdale, Florida 32195
Robert P. Holliday (5) 4,935 *
931 NW 37th Avenue
Ocala, Florida 34475
Robert P. Saltsman (5) 2,537 *
222 South Pennsylvania
Avenue, Suite 200
Winter Park, Florida 32789
Directors and 2,711,498(4)(6)(7) 65.4%
Executive Officers
(8 persons)
__________________________
*Less than 1%
(1) Information contained in this table is based upon information furnished
by the beneficial owners.
(2) Unless otherwise noted, all shares are owned directly with sole voting
and dispositive power.
(3) Mr. Terry Trexler is President and Chairman of the Board of Nobility.
Additional information is contained under "Nomination and Election of
Directors".
(4) Excludes 42,111 common shares held in trust for the benefit of one of
Terry E. Trexler's children over which Mr. Trexler disclaims beneficial
ownership. Includes 2,040 shares held in trust for the benefit of Mr.
Trexler's grandchild.
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(5) Mr. Thomas Trexler is Executive Vice President and a director of
Nobility. Messrs. Barberie, Holliday and Saltsman are directors of
Nobility. Additional information is contained under "Nomination and
Election of Directors".
(6) Includes 165,000 shares subject to presently exercisable options.
(7) Includes 3,465 shares subject to presently exercisable options held by
executive officers. Excludes 1,485 shares subject to options held by
executive officers which are not presently exercisable.
NOMINATION AND ELECTION OF DIRECTORS
At the meeting, a board of five directors will be elected to serve for
one year and until the election and qualification of their successors. Your
proxy will be voted, unless you withhold authority to do so, for the election as
directors of the persons named below who have been nominated by Nobility's
current board of directors.
The bylaws of Nobility provide that Nobility's board shall be made up
of no fewer than one nor more than ten directors. The current board of directors
has determined that five directors are appropriate for the present time. Proxies
cannot be voted for more than five nominees.
Each nominee has consented to being named as such in this proxy
statement, and is at present available for election. Each nominee presently is a
member of the board, having been elected as such at the last annual meeting of
the shareholders.
If any nominee should become unavailable, the persons voting the
accompanying proxy may, in their discretion, vote for a substitute. Additional
information concerning the nominees, based on data furnished by them, is set
forth below. Terry E. Trexler is the father of Thomas W. Trexler.
The board of directors of Nobility recommends a vote "for" the election
of each of the following nominees. Proxies solicited by the board of directors
will be so voted unless shareholders specify in their proxies a contrary choice.
3
Year First
Name Became
(Age) Principal Occupation or Employment; Certain Other Directorships Director
-------------------------- -------------------------------------------------------------------------------------- -------------
Terry E. Trexler Chairman of the Board and President of Nobility for more than five years; Mr. 1967
(62) Trexler is also President of TLT, Inc.
Thomas W. Trexler Executive Vice President and Chief Financial Officer of Nobility since December 1993
(38) 1994; President of Prestige Home Centers, Inc. since June 1995; Director of
Prestige since 1993 and Vice President from 1991 to June 1995; President of Mountain
Financial, Inc. since August 1992; Vice President of TLT, Inc. since September 1991.
Richard C. Barberie Vice President of Purchasing of Nobility from December 1994 until his retirement in 1975
(63) June 1995; Executive Vice President of Nobility for more than five years prior to
December 1994
Robert P. Holliday President of Chariot Eagle, Inc. (which is engaged in the manufactured home 1996
(63) business) since 1984 and President of Chariot Eagle-West, Inc. since 1995
Robert P. Saltsman Attorney and CPA in private practice since 1983; prior to 1983 Mr. Saltsman was 1988
(49) employed as a CPA by Arthur Andersen & Co. in Orlando, Florida
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act, a Form 4 reporting
the acquisition or disposition of Company securities by an officer, director or
10% shareholder must be filed with the Securities and Exchange Commission no
later than the 10th day after the end of the month in which the transaction
occurred unless certain exceptions apply. Transactions not reported on Form 4
must be reported on Form 5 within 45 days after the end of Nobility's fiscal
year. Based on information provided by Nobility's directors and executive
officers, during the fiscal year ended November 3, 2001, all required reports
were filed when due.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended November 3, 2001, the board of directors
of Nobility held four regular meetings. All directors of Nobility attended at
least 75% of the meetings of the board of directors and committees of the board
on which they served. During the year ended November 3, 2001, directors who were
not employees of Nobility were paid quarterly fees of $1,250. For the year
ending November 2, 2002, non-employee directors will receive quarterly fees of
$1,500.
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Nobility presently has two standing committees of its board of
directors, an audit committee and a salary review committee. Nobility has no
standing nominating committee of the board.
Audit Committee. During fiscal 2001, Nobility's audit committee was
comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie. In
June 2000 the board of directors adopted a formal charter for the audit
committee which established the scope of the committee's responsibilities and
how it is to carry out those responsibilities. The audit committee charter
charges the committee with overseeing management's conduct of Nobility's
financial reporting process, including (1) the integrity of the financial
statements of Nobility, (2) the compliance by Nobility with legal and regulatory
requirements, and (3) the independence and performance of Nobility's internal
and external auditors. The audit committee met once during fiscal 2001.
Salary Review Committee. The salary review committee is presently
comprised of Messrs. Terry Trexler, Tom Trexler, Robert Holliday and Robert
Saltsman. The salary review committee meets each quarter and recommends to the
board of directors the salaries and bonuses, if any, to be paid to the officers
of Nobility. The salary review committee met four times during fiscal year 2001.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
Nobility for services rendered during the years indicated by Nobility's Chief
Executive Officer and its Executive Vice President, the only other executive
officer who had total salary and bonus exceeding $100,000 during the fiscal year
ended November 3, 2001. Nobility did not grant any restricted stock awards or
stock appreciation rights or make any long-term incentive plan payouts to any
executive officers during the years indicated.
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SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Awards
Securities
Name & Principal Year Underlying All Other
Position Ended Salary Bonus Options/SAR's Compensation
-------- ----- ------ ----- ------------- ------------
Terry E. Trexler 11/03/01 $ 93,500 $ 95,000 ---- $ 27,786(1)
President and 11/04/00 $ 93,500 $ 40,000 ---- $ 37,075(1)
Chairman of 11/06/99 $ 93,500 0 ---- $ 37,075(1)
the Board
Thomas W. Trexler 11/03/01 $ 72,150 $ 100,000 ---- $ 16,220(2)
Executive Vice 11/04/00 $ 72,150 $ 74,467 ---- $ 16,220(2)
President 11/06/99 $ 72,150 $ 130,000 ---- $ 16,220(2)
----------------
(1) All other compensation represents the following insurance premiums paid or
accrued by Nobility on two life insurance policies and total annual
premiums paid or accrued under of two split dollar life insurance policies
on the life of Mr. Terry E. Trexler:
Life Insurance Split Dollar
Year Ended Policies Policies
---------- -------- --------
11/3/01 $27,786 $ 0
11/4/00 $17,100 $ 19,975
11/6/99 $17,100 $ 19,975
The proceeds of the two policies will be paid to Mr. Trexler's designated
beneficiaries in the event of his death, but in the case of the two split
dollar policies, all premiums previously paid by Nobility will be repaid
to Nobility out of the policy proceeds, and the remainder of the proceeds
will be paid to Mr. Trexler's designated beneficiaries. Beginning in
fiscal 2001, the annual premiums for the two split dollar policies were
paid from dividends generated by those policies.
(2) Represents the total annual premiums paid or accrued by Nobility on a
split dollar life insurance policy on the life of Mr. Thomas W. Trexler.
In the event of Mr. Trexler's death, the premiums paid by Nobility will
be repaid to Nobility out of the policy proceeds, and the remainder of the
proceeds will be paid to Mr. Trexler's designated beneficiaries.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Nobility's salary review committee (the "salary review committee")
consists of Messrs. Terry Trexler, Thomas Trexler, Robert Holliday and Robert
Saltsman. Nobility's executive
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compensation policy seeks to fairly compensate executives for their performance
and contributions to Nobility and to provide incentives that will attract and
retain key employees. Compensation of executive officers for fiscal 2001
performance generally consisted of a base salary and profit bonuses tied to the
performance of Nobility.
Base salaries and profit bonuses historically have been reviewed and
adjusted from time to time based primarily on a non-quantitative assessment of
factors such as an individual's performance, contributions, changes in job
responsibilities and Nobility's performance and economic conditions. The salary
review committee reviewed and approved the base salary and the profit bonuses
provided to executive officers in fiscal 2001. In doing so the salary review
committee considered (i) Nobility's financial results for fiscal 2000 and the
continued improvement in the financial condition of Nobility and (ii) certain
non-quantitative factors, with emphasis on the qualitative performance of
Nobility's executives. It is an objective of the salary review committee to
maintain base salaries that are reflective of the individual executive's
experience and responsibilities level, and that are competitive with the salary
levels of executives at other companies engaged in the same or similar line of
business with revenues in a range comparable to those of Nobility.
The base salary of the Chairman, President and Chief Executive Officer
has remained unchanged at his request. His bonuses are tied directly to the net
profit before income taxes of the overall Company and are approved on a
quarterly basis by the salary review committee. It is the committee's belief
that the CEO is undercompensated compared to the compensation paid to chief
executive officers by other companies in the industry of similar size and
performance. However, it is the CEO's desire to maintain his compensation in its
present range, with a major incentive for his performance taking the form of
increases in the value of his substantial stock ownership in Nobility.
Section 162(m) of the Internal Revenue Code, enacted in 1993, precludes
a public corporation from deducting compensation of more than $1 million each
for its chief executive officer or for any of its four other highest paid
officers. Certain performance-based compensation is exempt from this limitation.
Because non-exempt options and other forms of compensation to Nobility's
officers are not expected to be anywhere near $1 million, the salary review
committee does not presently have a policy regarding whether it would authorize
compensation that would not be deductible for Nobility for federal income tax
purposes by reason of Section 162(m).
Terry Trexler
Thomas Trexler
Robert Holliday
Robert Saltsman
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee consists of Messrs. Terry Trexler, Thomas
Trexler, Holliday and Saltsman. Mr. Terry Trexler is Nobility's President and
Chairman of the Board. Mr. Thomas Trexler is Executive Vice President and a
director.
Nobility is the owner and beneficiary of three life insurance policies
on the life of Terry E. Trexler, having an aggregate death benefit of
approximately $2 million. In September 2001 Nobility entered into an agreement
with Mr. Trexler, who presently owns 2,182,575 shares of Nobility's common
stock, providing that, upon his death, the proceeds of these life insurance
policies will be used to purchase shares of Company common stock from his
estate. The number of shares to be purchased will be determined by dividing the
amount of the insurance proceeds by the average closing price of Nobility's
common stock for the five days prior to Mr. Trexler's death.
Terry E. Trexler owns 100% of the stock of TLT, Inc. which develops,
owns and manages manufactured home communities in Florida that cater to the
retirement market. Management of Nobility anticipates that TLT and related
manufactured homes communities will continue to purchase homes from Nobility
during fiscal 2002 and beyond until TLT's manufactured home communities are
built out.
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SHAREHOLDER RETURN PERFORMANCE
The following graph compares Nobility's cumulative total shareholder
return on its common stock from November 2, 1996, to November 3, 2001, with the
cumulative total return of a peer issuer group selected by Nobility and the
Nasdaq Market Index.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
-------------------------------------------------------------------------------------------------------
1997 1998 1999 2000 2001
-------------------------------------------------------------------------------------------------------
Nobility Homes, Inc. 83.90 152.47 62.90 68.49 95.01
Company Selected
Peer Issuers(1) 103.75 97.37 62.53 49.57 67.85
Nasdaq Market Index 131.06 148.19 244.59 287.67 144.26
-------------------------------------------------------------------------------------------------------
----------------
(1) Nobility has selected the following peer issuer group for comparison
purposes:
Cavalier Homes, Inc. Oakwood Homes Corp.
Champion Enterprises, Inc. Palm Harbor Homes, Inc.
Clayton Homes, Inc. Skyline Corp.
Fleetwood Enterprises Southern Energy Homes
Liberty Homes, Inc. CL A Kit Manufacturing Co.
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AUDIT COMMITTEE REPORT
The purpose of the audit committee is to assist the board of directors
in its oversight of management's conduct of Nobility's financial reporting
process. During the fiscal year ended November 3, 2001 the audit committee was
comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, each
of whom is "independent" under Nasdaq rules. For the fiscal year ended November
3, 2001 the audit committee:
* Reviewed and discussed Nobility's fiscal 2001 financial
statements with management and representatives of
PricewaterhouseCoopers LLP, Nobility's independent public
accountants;
* Discussed with PricewaterhouseCoopers LLP the matters required
to be discussed by Statement on Auditing Standards No. 61;
* Received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1, and discussed with PricewaterhouseCoopers
LLP its independence; and
* Based on the foregoing review, discussions and disclosures,
recommended to the board of directors that Nobility's audited
financial statements for the fiscal year ended November 3,
2001 be included in Nobility's annual report on Form 10-K for
the fiscal year.
Robert Saltsman, Chairman
Robert Holliday
Richard Barberie
CERTAIN TRANSACTIONS
For information concerning transactions between Nobility and directors,
officers or entities in which they have an interest, see "Salary Review
Committee Interlocks and Insider Participation."
INDEPENDENT PUBLIC ACCOUNTANTS
Management of Nobility has interviewed five auditing firms but has not
made a decision to recommend to the audit committee that a firm other than
PricewaterhouseCoopers LLP be selected as auditors for the fiscal year ending
November 2, 2002.
Nobility engaged the firm of PricewaterhouseCoopers LLP, independent
certified public accountants, as auditors to examine the books and accounts of
Nobility for the fiscal year ended November 3, 2001. PricewaterhouseCoopers LLP
has served as Nobility's auditor since October 1993. A representative of
PricewaterhouseCoopers LLP is expected to be
10
present at the annual meeting with an opportunity to make statements if he so
desires and to respond to appropriate questions by shareholders.
The following table provides information relating to the fees billed to
Nobility by PricewaterhouseCoopers LLP for the year ended November 3, 2001:
Audit Fees1 $ 69,000
Financial Information Systems Design
and Implementation Fees $ 0
All Other Fees2 $ 12,500
-----------------
1 Audit fees include all fees and out-of-pocket expenses for services in
connection with the annual audits and review of quarterly financial
statements for Nobility.
2 Represents fees for preparation and filing of state and federal tax
returns. The audit committee discussed these services with
PricewaterhouseCoopers LLP and determined that their provision would not
impair PricewaterhouseCoopers LLP's independence.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal to be included in
Nobility's proxy statement for the next annual meeting of the shareholders
scheduled to be held at the end of February 2003, should submit a written copy
of such proposal to the principal offices of Nobility no later than October 15,
2002. Notice to Nobility of a shareholder proposal submitted otherwise than
pursuant to Rule 14a-8 will be considered untimely if received by Nobility after
December 29, 2002, and the persons named in proxies solicited by Nobility's
Board for its annual meeting of shareholders to be held in 2003 may exercise
discretionary voting power with respect to any such proposal as to which
Nobility does not receive timely notice. Proposals should be submitted by
certified mail, return receipt requested.
ANNUAL REPORT
A copy of Nobility's annual report for the fiscal year ended November
3, 2001, accompanies this proxy statement. Any shareholder who would like an
additional copy of the annual report may obtain one by writing the Treasurer of
Nobility at Post Office Box 1659, Ocala, Florida 34478.
OTHER MATTERS
Management does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters.
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EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by Nobility. Nobility does
not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses of sending proxy material to principals
and obtaining their proxies.
Please specify your choices, date, sign and return the enclosed proxy
in the enclosed envelope, postage for which has been provided. Prompt response
is helpful. Your cooperation will be appreciated.
Date: February 12, 2002
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|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE NOBILITY HOMES, INC.
With- For all
For hold Except
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL Proposal 1. Election of |_| |_| |_|
MEETING OF SHAREHOLDERS MARCH 1, 2002 Directors nominated by
the Board of Directors
(except as marked to the
contrary below):
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement appoints Terry E. Trexler and Jean
Etheredge, and each or either of them, as proxies, with full power of Terry E. Trexler, Richard C. Barberie, Robert P.
substitution and resubstitution, to represent the undersigned and to vote Holliday, Robert P. Saltsman and Thomas W.
all shares of common stock of Nobility Homes, Inc., which the undersigned Trexler
is entitled to vote at the Annual Meeting of Shareholders of the Company
to be held on March 1, 2002 and at any and all adjournments thereof, in
the manner specified.
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark "For All Except" and write
that nominee's name in the space provided below.
----------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED "FOR" ELECTION
OF THE DIRECTORS.
Should any other matters requiring a vote of the
shareholders arise, the above named proxies are
authorized to vote the same in accordance with their
best judgment in the interest of the Company. The
Board of Directors is not aware of any matter which
is to be presented for action at the meeting other
than the matters set forth herein.
Please be sure to sign and date Date Please sign exactly as name appears hereon. Joint
This Proxy in the box below. ___________________________ owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.
Shareholder sign above Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage paid envelope provided.
NOBILITY HOMES, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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