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)
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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:
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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:
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4) Date Filed:
NOBILITY HOMES, INC.
Notice and Proxy Statement
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 2003
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 28TH day of February, 2003, 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 7, 2003
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 2003
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 7, 2003, 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, February 28, 2003.
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 January 30, 2003,
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 January 30, 2003, Nobility had
4,012,213 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 30, 2003, 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(4) 54.4%
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(5) 471,025(6) 11.3%
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 2,710,707(4)(6)(7) 64.8%
Executive Officers
(8 persons)
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*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 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.
2
(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 4,950 shares subject to presently exercisable options held by
executive officers other than Thomas W. Trexler.
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
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Terry E. Trexler Chairman of the Board and President of Nobility for more than five years; Mr. 1967
(63) Trexler is also President of TLT, Inc.
Thomas W. Trexler Executive Vice President and Chief Financial Officer of Nobility since December 1993
(39) 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
(64) 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
(64) 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
(50) 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 second business day after the date on which the transaction
occurred unless certain exceptions apply. Most 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 2, 2002, all required reports
were filed when due.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended November 2, 2002, the board of directors
of Nobility held four regular meetings. All directors of Nobility attended 100%
of the meetings of the board of directors and committees of the board on which
they served. During the year ended November 2, 2002, directors who were not
employees of Nobility were paid quarterly fees of $1,500.
4
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 2002, Nobility's audit committee was
comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, all
of whom are considered independent under current Nasdaq rules. 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 2002.
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 2002.
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 2, 2002. 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.
5
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 11/02/02 $ 93,500 $ 100,000 ---- $ 39,395(1)
President and 11/03/01 $ 93,500 $ 95,000 ---- $ 27,786(1)
Chairman of 11/04/00 $ 93,500 $ 40,000 ---- $ 37,075(1)
the Board
Thomas W. Trexler 11/02/02 $ 75,036 $ 100,000 ---- $ 16,220(2)
Executive Vice 11/03/01 $ 72,150 $ 100,000 ---- $ 16,220(2)
President 11/04/00 $ 72,150 $ 74,467 ---- $ 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 two split dollar life insurance policies on
the life of Mr. Terry E. Trexler:
Life Insurance Split Dollar
Year Ended Policies Policies
---------- -------- --------
11/2/02 $ 39,395 $ 0
11/3/01 $ 27,786 $ 0
11/4/00 $ 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 three life insurance 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.
6
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 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 2002 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 2002. In doing so the salary review
committee considered (i) Nobility's financial results for fiscal 2001 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
7
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee consists of Messrs. Terry Trexler, Thomas
Trexler, Robert Holliday and Robert 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. Beginning in fiscal 2001 the annual premiums for the
three life insurance policies were paid from dividends generated by these
policies. 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. During fiscal 2002, the Company had sales to TLT manufactured
home communities of approximately $44,325. Management of Nobility anticipates
that TLT and related manufactured homes communities will continue to purchase
homes from Nobility during fiscal 2003 and beyond until TLT's manufactured home
communities are built out.
8
SHAREHOLDER RETURN PERFORMANCE
The following graph compares Nobility's cumulative total shareholder
return on its common stock from November 1, 1997, to November 2, 2002, with the
cumulative total return of a peer issuer group selected by Nobility and the
Nasdaq Market Index.
[OBJECT OMITTED]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
-------------------------------------------------------------------------------------------------------
Fiscal Year 1998 1999 2000 2001 2002
-------------------------------------------------------------------------------------------------------
Nobility Homes, Inc. 181.73 74.97 81.63 113.25 121.96
Company Selected
Peer Issuers(1) 94.57 59.73 46.16 64.47 45.51
Nasdaq Market Index 113.07 186.63 219.50 110.07 88.57
-------------------------------------------------------------------------------------------------------
----------------
(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.
9
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 2, 2002 the audit committee was
comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, each
of whom is "independent" under current Nasdaq rules. For the fiscal year ended
November 2, 2002 the audit committee:
* Reviewed and discussed Nobility's fiscal 2002 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 2,
2002 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 recommended to the audit committee that
PricewaterhouseCoopers LLP be selected as auditors for the fiscal year ending
November 1, 2003. PricewaterhouseCoopers LLP has served as Nobility's auditor
since October 1993. A representative of PricewaterhouseCoopers LLP is expected
to be 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 2, 2002:
10
Audit Fees(1) $ 69,000
Financial Information Systems Design
and Implementation Fees $ -0-
All Other Fees(2) $ 12,500
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(1) Audit fees include all fees and out-of-pocket expenses for services in
connection with the annual audit 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 pursuant to Rule 14a-8 for the next annual meeting of
the shareholders scheduled to be held at the end of February 2004, should submit
a written copy of such proposal to the principal offices of Nobility no later
than October 10, 2003. 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 12, 2003, and the persons named in proxies solicited by
Nobility's board for its annual meeting of shareholders to be held in 2004 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
2, 2002, 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.
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.
11
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 7, 2003
12
|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 OFDIRECTORS FOR ANNUAL MEETING
OF SHAREHOLDERS FEBRUARY 28, 2003 Proposal 1. Election of Directors nomi- [_] [_] [_]
nated 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 substitution and Terry E. Trexler, Richard C. Barberie, Robert P. Holliday,
resubstitution, to represent the undersigned and to vote
all shares of common stock of Nobility Homes, Inc., which the Robert P. Saltsman and Thomas W. Trexler
undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on February 28, 2003 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.
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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 owners should
each sign. When signing as attorney, executor, administrator,
This Proxy in the box below. trustee or guardian, please give full title as such.
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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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