Stockholder Group Nominates Three Directors to the Cavalier Homes Board
2009年3月12日 - 9:00PM
PRニュース・ワイアー (英語)
Demands Stockholder List FORT WORTH, Texas, March 12 /PRNewswire/
-- A group of concerned stockholders of Cavalier Homes, Inc.
(AMEX:CAV) announced today that it has demanded a list of
stockholders from Cavalier, in connection with the group's
nomination of three directors to the Cavalier board of directors at
the 2009 annual meeting of stockholders. The nominees, Michael R.
O'Connor, Kenneth E. Shipley and Curtis D. Hodgson, together with
their affiliates, beneficially own approximately 9.5% of Cavalier's
common stock. In January 2009, the Cavalier stockholder group
attempted to initiate a dialogue with Cavalier on how best to
maximize stockholder value. However, despite being significant
stockholders of Cavalier, the group received no direct response.
This prompted the Cavalier stockholder group to seek the election
of its nominees to the board at the 2009 annual meeting, in
opposition to three of Cavalier's incumbent directors. The Cavalier
stockholder group questions whether Cavalier's recent announcement
to expand the board's size and appoint three new directors was in
response to the group's nomination. "While we believe the board
could benefit from new qualified directors with industry
experience, we unfortunately believe the addition of these
directors, with little or no experience in the manufactured housing
industry, was an attempt to further entrench the board and is a
'smoke screen' to avoid addressing our concerns with Cavalier's
continued poor performance," said Kenneth Shipley, adding, "On the
other hand, our nominees collectively have over 100 years of
experience in the manufactured housing industry, including the
fields of manufacturing, retail sales, wholesale sales, park
development, wholesale lending and retail lending." Cavalier has
been struggling financially. Fourth quarter sales in 2008 were down
48% (year-over-year) and profits from manufacturing have been
anemic. The Cavalier stockholder group believes Cavalier should
refocus its business on the significant profit opportunities in
wholesale lending and retail lending and is gravely concerned with
Cavalier's recent sale of CIS Financial Services Inc. The Cavalier
stockholder group further believes that Cavalier's recent retention
of Avondale Partners to explore "strategic alternatives" in this
down market instills little confidence that the present board has
any viable plan for restoring Cavalier to profitability. With its
recent board expansion, Cavalier now has a total of eight
directors. The Cavalier stockholder group is seeking to replace
three incumbent directors whose terms of office expire at the
annual meeting. "We have assembled a slate of highly qualified
director nominees who have successfully managed mobile home
businesses through good times and bad times. We believe our
nominees will bring a solid plan for growth and profitability to
the board," stated Shipley. The Cavalier stockholder group's
director nominees are: -- Michael R. O'Connor (Age 70). Mr.
O'Connor is currently retired. From 1992 to 2006, Mr. O'Connor
worked as a field manager for Clayton Mobile Homes, a national
mobile and manufactured home company, with responsibilities in New
Mexico, Colorado, Arizona and Texas. From 1986 to 1991, Mr.
O'Connor headed an office for Security Pacific Bank (prior to its
acquisition by Bank of America) focusing on manufactured home
finance. From 1985 to 1986, Mr. O'Connor owned and operated A Bar
K, a retail manufactured home business in Buda, Texas. From 1961 to
1984, Mr. O'Connor was employed by GE Capital and carried out
various responsibilities relating to the manufactured home business
and finance. -- Kenneth E. Shipley (Age 50). Mr. Shipley co-founded
Legacy Housing, LTD., a company that primarily engages in the
business of mobile home financing, manufacturing and consignment,
in May 2005. Mr. Shipley has served as (i) manager, president and
assistant secretary of GPLH, LC, the general partner of Legacy,
since May 2005; (ii) manager and president of K-Shipley, LLC, the
general partner of Shipley Brothers, LTD., which is a member and
manager of GPLH, since March 2001; (iii) manager of Federal
Investors Management, L.C., which is the general partner of Federal
Investors Servicing, LTD, a company that primarily engages in the
business of mobile home financing, since 1990; and (iv) owner and
operator of Bell Mobile Homes, a wholesaler and retailer of
manufactured homes in Levelland, Texas, since 1981. Mr. Shipley
owns several manufactured home parks and has an extensive portfolio
of "in-house financed notes" secured by manufactured homes. --
Curtis D. Hodgson (Age 54). Mr. Hodgson co-founded Legacy in May
2005. Mr. Hodgson has served as: (i) manager, vice president and
secretary of GPLH since May 2005; and (ii) the sole stockholder and
president of Cusach, Inc, a wholesaler and retailer of manufactured
homes, since 1980. Mr. Hodgson has owned and operated numerous
businesses, including businesses with financial and real estate
holdings, has owned and operated several manufactured home retail
operations and manufactured home parks and has an extensive
portfolio of "in-house financed notes" secured by manufactured
homes. CERTAIN INFORMATION CONCERNING PARTICIPANTS The participants
named below (the "Cavalier Stockholder Group") intend to make a
preliminary filing with the Securities and Exchange Commission
("SEC") of a proxy statement and an accompanying proxy card to be
used to solicit votes for the election of its slate of nominees at
the 2009 Annual Meeting of Stockholders of Cavalier Homes, Inc.
(the "Company"). THE CAVALIER STOCKHOLDER GROUP STRONGLY ADVISES
ALL STOCKHOLDERS OF THE COMPANY TO READ THE PRELIMINARY PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
http://www.sec.gov/. IN ADDITION, THE PARTICIPANTS IN THE PROXY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, AT ITS TOLL FREE
NUMBER: (877) 259-6290. The participants in the proxy solicitation
are Legacy Housing, LTD. ("Legacy"), GPLH, LC ("GPLH"), Shipley
Brothers, LTD. ("Shipley Brothers"), K-Shipley, LLC ("K-Shipley"),
D-Shipley, LLC ("D-Shipley"), B-Shipley, LLC ("B-Shipley"), Federal
Investors Servicing, LTD ("Federal Investors"), Federal Investors
Management, L.C. ("Federal Management"), Kenneth E. Shipley, Curtis
D. Hodgson, Douglas M. Shipley, Billy J. Shipley and Michael R.
O'Connor (collectively, the "Group"). Legacy owns 155,000 shares of
common stock of the Company (the "Shares"). GPLH is the general
partner of Legacy. By virtue of this relationship, GPLH may also be
deemed to beneficially own the 155,000 Shares owned by Legacy.
Shipley Brothers is a member and manager of GPLH. Shipley Brothers
owns 637,932 Shares. By virtue of its relationship with GPLH,
Shipley Brothers may also be deemed to beneficially own the 155,000
Shares owned by Legacy. K-Shipley, D-Shipley and B-Shipley are the
general partners of Shipley Brothers. By virtue of these
relationships, K-Shipley, D-Shipley and B-Shipley may each be
deemed to beneficially own the 637,932 Shares owned by Shipley
Brothers and the 155,000 Shares owned by Legacy. Federal Investors
owns 133,000 Shares. Federal Management is the general partner of
Federal Investors. By virtue of this relationship, Federal
Management may be deemed to beneficially own the 133,000 Shares
owned by Federal Investors. Kenneth Shipley is manager, president
and assistant secretary of GPLH, the sole member, manager and
president of K-Shipley and a member and manager of Federal
Management. By virtue of his relationship with GPLH and K-Shipley,
Kenneth Shipley may be deemed to beneficially own the 155,000
Shares owned by Legacy and the 637,932 Shares owned by Shipley
Brothers. By virtue of his relationship with Federal Management,
Kenneth Shipley may also be deemed to beneficially own the 133,000
Shares owned by Federal Investors. Douglas Shipley is the sole
member, manager and president of D-Shipley, the secretary of
Federal Management and is employed by Shipley Brothers as an
installer of manufactured homes. By virtue of his relationship with
D-Shipley, Douglas Shipley may be deemed to beneficially own the
155,000 Shares owned by Legacy and the 637,932 Shares owned by
Shipley Brothers. By virtue of his relationship with Federal
Management, Douglas Shipley may also be deemed to beneficially own
the 133,000 Shares owned by Federal Investors. Billy Shipley is the
sole member, manager and president of B-Shipley, the vice president
of Federal Management and is employed by Shipley Brothers as an
installer of manufactured homes. By virtue of his relationship with
B-Shipley, Billy Shipley may be deemed to beneficially own the
155,000 Shares owned by Legacy and the 637,932 Shares owned by
Shipley Brothers. By virtue of his relationship with Federal
Management, Billy Shipley may also be deemed to beneficially own
the 133,000 Shares owned by Federal Investors. Curtis Hodgson is a
member, manager and the vice president and secretary of GPLH.
Curtis Hodgson owns 765,000 Shares. By virtue of his relationship
with GPLH, Mr. Hodgson may also be deemed to beneficially own the
155,000 Shares owned by Legacy. Michael O'Connor owns 300 Shares.
Each member of the Group, as members of a "group" for the purposes
of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, may be deemed to beneficially own the Shares owned in the
aggregate by the other members of the Group. Each member of the
Group disclaims beneficial ownership of the Shares he/it does not
directly own. DATASOURCE: Curtis D. Hodgson CONTACT: Curtis D.
Hodgson, +1-972-661-1821
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