Dear
Fellow Stockholder:
The
members of the Cavalier Homes Committee for Change (the “Committee” or “we”) are
the beneficial owners of an aggregate of 1,690,692 shares of common stock of
Cavalier Homes, Inc. (“Cavalier” or the “Company”), representing approximately
9.6% of the outstanding shares of common stock of the Company. For
the reasons set forth in the attached Proxy Statement, we do not believe the
Board of Directors of the Company is acting in the best interests of its
stockholders. We are therefore seeking your support at the annual
meeting of stockholders (the “Annual Meeting”) scheduled to be held on Tuesday,
May 19, 2009, beginning at 11:00 A.M., Central Daylight Time, at the Company’s
office at 32 Wilson Boulevard 100, Addison, Alabama 35540, for the
following:
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1.
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To
elect the Committee’s slate of three director nominees to Cavalier’s Board
of Directors in opposition to three of the Company’s incumbent
directors;
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2.
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To
consider the ratification and approval of the appointment by the Board of
Directors of Carr, Riggs & Ingram, LLC as the independent registered
public accounting firm of the Company for the fiscal year ending December
31, 2009; and
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3.
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To
transact any other business that may properly come before the Annual
Meeting or any adjournment(s) of such
meeting.
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We are
not seeking control of the Board of Directors at the Annual
Meeting. Through the attached Proxy Statement, we are soliciting
proxies to elect not only our three nominees but also the candidates who have
been nominated by Cavalier other than
[ ],
[ ]
and
[ ]. This
gives stockholders the ability to vote for the total number of directors up for
election at the Annual Meeting. The names, backgrounds and
qualifications of Cavalier’s nominees, and other information about them, can be
found in the Company’s proxy statement. There is no assurance that
any of Cavalier’s nominees will serve as directors if our nominees are
elected.
We urge
you to carefully consider the information contained in the attached Proxy
Statement and then support our efforts by signing, dating and returning the
enclosed
GOLD
proxy card
today. The attached Proxy Statement and the enclosed
GOLD
proxy card are first
being furnished to the stockholders on or about
[ ]
[ ], 2009.
If you
have already voted a proxy card furnished by the Company’s management, you have
every right to change your vote by signing, dating and returning a later dated
proxy.
If you
have any questions or require any assistance with your vote, please contact
Okapi Partners, LLC, which is assisting us, at their address or phone numbers
listed on the following page.
Thank you
for your support,
The
Cavalier Homes Committee for Change
If
you have any questions, require assistance in voting your
GOLD
proxy card
or
need additional copies of our proxy materials, please contact
Okapi
Partners, LLC at the address or phone numbers listed below.
OKAPI
PARTNERS, LLC
780 Third
Avenue, 30th Floor
New York,
NY 10017
Stockholders
Call Toll-Free at: (877) 259-6290
Banks and
Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
PRELIMINARY
COPY - SUBJECT TO COMPLETION, DATED MARCH 17, 2009
THE
CAVALIER HOMES
COMMITTEE FOR CHANGE
ANNUAL
MEETING OF STOCKHOLDERS
OF
CAVALIER
HOMES, INC.
_________________________
PROXY
STATEMENT
OF
THE
CAVALIER HOMES COMMITTEE FOR CHANGE
_________________________
PLEASE
SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
The
members of the Cavalier Homes Committee for Change (the “Committee” or “we”) are
significant stockholders of Cavalier Homes, Inc. (“Cavalier” or the “Company”).
We do not believe the Board of Directors of the Company (the “Board”) is acting
in the best interests of its stockholders. We are therefore seeking
your support at the annual meeting of stockholders scheduled to be held on
Tuesday, May 19, 2009, beginning at 11:00 A.M., Central Daylight Time, at the
Company’s office at 32 Wilson Boulevard 100, Addison, Alabama 35540, including
any adjournments or postponements thereof and any meeting which may be called in
lieu thereof (the “Annual Meeting”) for the following:
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1.
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To
elect the Committee’s director nominees, Michael R. O’Connor, Kenneth E.
Shipley and Curtis D. Hodgson (the “Nominees”) to serve as directors of
Cavalier, in opposition to three of the Company’s incumbent directors
whose terms expire at the Annual
Meeting;
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2.
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To
consider the ratification and approval of the appointment by the Board of
Carr, Riggs & Ingram, LLC as the independent registered public
accounting firm of the Company for the fiscal year ending December 31,
2009; and
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3.
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To
transact any other business that may properly come before the Annual
Meeting.
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This
Proxy Statement is soliciting proxies to elect not only our three Nominees, but
also the candidates who have been nominated by Cavalier other than
[ ],
[ ]
and
[ ]. This
gives stockholders who wish to vote for our three nominees the ability to vote
for eight nominees in total.
As of
[ ],
2009, the approximate date on which this Proxy Statement and the enclosed
GOLD
proxy card are first
being mailed to stockholders, the members of the Committee were collectively the
beneficial owners of an aggregate of 1,690,692 shares of common stock of the
Company, $0.10 par value per share (the “Shares”), which currently represent
approximately 9.6% of the issued and outstanding Shares. The
Committee is composed of 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. Each of these
individuals and entities are deemed participants in this proxy
solicitation. See “Other Participant Information.”
Cavalier
has set the record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting as March 27, 2009 (the “Record
Date”). The mailing address of the principal executive offices of
Cavalier is 32 Wilson Boulevard 100, Addison, Alabama
35540. Stockholders of record at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. According to
Cavalier, as of the Record Date, there were
[ ] Shares outstanding and
entitled to vote at the Annual Meeting. The participants in this
solicitation intend to vote such Shares FOR the election of the Nominees and FOR
the ratification and approval of the appointment by the Board of Carr, Riggs
& Ingram, LLC as the independent registered public accounting firm of the
Company for the fiscal year ending December 31, 2009.
THIS
SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF OF THE BOARD OR
MANAGEMENT OF CAVALIER. THE COMMITTEE IS NOT AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER
MATTERS, WHICH THE COMMITTEE IS NOT AWARE OF A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED
GOLD
PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
THE
COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE
GOLD
PROXY CARD IN FAVOR OF
THE ELECTION OF ITS NOMINEES.
IF YOU
HAVE ALREADY SENT A PROXY CARD FURNISHED BY CAVALIER’S MANAGEMENT TO THE
COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF THE COMMITTEE’S
NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED
GOLD
PROXY
CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL
MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR
THE ANNUAL MEETING TO THE COMMITTEE, C/O OKAPI PARTNERS, LLC WHICH IS ASSISTING
IN THIS SOLICITATION, OR TO THE SECRETARY OF CAVALIER, OR BY VOTING IN PERSON AT
THE ANNUAL MEETING.
Important
Notice Regarding the Availability of Proxy Materials for the Annual
Meeting
This Proxy Statement and
our
GOLD
proxy card are available at
www.cavalierhomescommitteeforchange.com
.
IMPORTANT
Your
vote is important, no matter how many or how few Shares you own. We
urge you to sign, date, and return the enclosed GOLD proxy card today to vote
FOR the election of our Nominees.
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If
your Shares are registered in your own name, please sign and date the
enclosed
GOLD
proxy card and return it to the Committee, c/o Okapi Partners, LLC, in the
enclosed envelope today.
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If
your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a
GOLD
voting
form, are being forwarded to you by your broker or bank. As a
beneficial owner, you must instruct your broker, trustee or other
representative how to vote. Your broker cannot vote your Shares
on your behalf without your
instructions.
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Depending
upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting
form.
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Since
only your latest dated proxy card will count, we urge you not to return any
proxy card you receive from the Company. Even if you return the
management proxy card marked “withhold” as a protest against the incumbent
directors, it will revoke any proxy card you may have previously sent to the
Committee. Remember, you can vote for our three nominees only on our
GOLD
proxy
card. So please make certain that the latest dated proxy card you
return is the
GOLD
proxy
card.
Please
contact Okapi Partners, LLC if you need assistance in voting your GOLD proxy
card.
OKAPI
PARTNERS, LLC
780
Third Avenue, 30th Floor
New
York, NY 10017
Stockholders
Call Toll-Free at: (877) 259-6290
Banks
and Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
BACKGROUND
TO SOLICITATION
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We
made our first investment in Shares of Cavalier in January
2006.
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In
June 2008, we commenced discussions with the Board concerning a variety of
matters related to the Company’s business strategy and
operations.
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On
June 20, 2008, Curtis Hodgson and Kenneth Shipley met with the Board to
discuss a possible stock-for-stock merger between Legacy’s two-plant
manufacturing operation and inventory-financing operation and the
Company’s manufacturing operation and consumer financing
operation. Also at this meeting, we discussed the possibility
of Cavalier exploring strategic alternatives with other public companies
in the home manufacturing industry. After meeting with the
Board, Messrs. Hodgson and Shipley abandoned the merger
proposal.
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On
January 7, 2009, Kenneth Shipley spoke with Bobby Tesney, the Company’s
President and Chief Executive Officer, and learned that the Company
intended to sell its financial services subsidiary, CIS Financial Services
Inc. (“CIS”).
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On
January 8, 2009, Curtis Hodgson sent a letter to Barry Donnell, the
Chairman of the Board, urging the Board to reconsider the sale of
CIS. Mr. Hodgson expressed our belief that the Company should
not only retain CIS, but also expand into wholesale and retail
lending. The Board did not respond to our
letter.
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On
January 21, 2009, the Company announced it had entered into a Stock
Purchase Agreement with Triad Financial Services, Inc. to sell CIS and
that it had retained Avondale Partners as its financial advisor in
connection with the evaluation of its strategic alternatives.
Concurrently, we emailed Mr. Donnell to informally communicate our intent
to nominate the Nominees for election at the Annual
Meeting. The Board did not respond to our email and did not
request any additional information regarding the
Nominees.
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On
February 5, 2009, we sent a letter to Cavalier formally notifying the
Company of our intent to nominate the Nominees for election to the Board
at the Annual Meeting. The Board did not respond to our
letter.
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On
March 4, 2009, the Board announced, effective February 26, 2009, that it
had increased the size of the Board to eight members and appointed three
new directors to fill the vacancies created by the expansion of the Board,
the retirement from the Board of John W. Lowe in May 2008 and the
resignation of David A. Roberson in August
2008.
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Also
on March 4, 2009, the Company announced the closing of the sale of CIS on
February 27, 2009.
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On
March 12, 2009, we issued a press release announcing our slate of Nominees
and expressing our disappointment with the sale of CIS, the expansion of
the Board and the appointment of three new directors with little or no
experience in the manufactured housing
industry.
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REASONS
FOR OUR SOLICITATION
We are
significant stockholders of the Company. The Committee owns in the
aggregate a total of 1,690,692 Shares, representing approximately 9.6% of the
issued and outstanding Shares. As significant stockholders, we have a
vested financial interest in the maximization of the value of the Shares for all
stockholders. Unfortunately, we do not believe the Board is acting in
the best interests of its stockholders.
Under the
Company’s current leadership, Cavalier’s stock price has declined approximately
78% over the past three years, from $6.65 on March 15, 2006 to $1.45 on March
16, 2009. While general weakness in the stock market and
increasing competitive pressures within the industry have impacted the Company,
we believe the Board’s ill-conceived business strategies and poor corporate
governance practices are the primary reasons for the significant erosion of
stockholder value. We further believe the Board’s recent decision to
sell CIS and appoint three new directors, with no experience in the
manufacturing home business, demonstrates poor judgment. As a result,
we believe the Board must be reconstituted in order to turn the Company
around.
In our
opinion, the election of the Nominees represents the best means for Cavalier’s
stockholders to maximize the value of their Shares. If elected, our
Nominees will attempt to work with the other members of the Board to pursue
options that we believe are in the best interests of all
stockholders. We would like to make it clear that we are not
attempting to take control of the Company. If our Nominees are
elected to the Board, they will comprise a minority of the Board.
We
question the Board’s strategic direction and recent business decision to sell
CIS.
For the
past three years, the Company’s only source of profitability has been its
financial services subsidiary, CIS. CIS provided financing to retail
customers of manufactured home dealers and also offered a variety of
conventional loan programs. Based on our experience in the industry,
we believe CIS gave Cavalier a unique competitive advantage over its
competitors, particularly in connection with establishing and serving
independent retailers. We were therefore deeply concerned with the
Board’s announcement to sell CIS in January 2009. Despite our efforts
to dissuade the Board from selling CIS, the Board completed the sale in February
2009. We believe this was a critical mistake by the Board, which has
significantly eroded stockholder value. The Board’s decision to sell
CIS clearly demonstrates that it does not understand or appreciate the potential
growth opportunities in wholesale (dealer) and retail (consumer)
lending.
We
believe the lack of financing for independent retailers is a significant problem
for the Company’s manufacturing operation. The Company has even
acknowledged this problem in its most recent Annual Report on Form 10-K filed
with the Securities and Exchange Commission (“SEC”). The Company
stated, “Our industry suffers from a lack of third-party financing, and our
financial condition and results of operations could be negatively affected if
additional third-party financing for the purchases of our homes does not become
available.” The Company further stated, “The much-anticipated
infusion of new and competitive lending capacity, which we believe is essential
to support demand at higher levels, has not yet materialized.” We
question then why the Board would decide to sell CIS, given its profitability
and the scarcity of lenders in the industry.
While
we are cognizant of the slowdown in the overall housing market and the
prevailing economic uncertainties and credit crisis, we believe the Company is
well positioned to succeed in this very challenging environment, if it refocuses
its business on financing. Unlike many of its peers, who are capital
constrained or highly leveraged, Cavalier has an overcapitalized balance sheet,
with cash on hand at over $31 million. In our opinion, Cavalier
should invest this excess cash to expand into the home financing
market.
If
elected, our Nominees would work to refocus the Company’s business on wholesale
and retail lending. Collectively, our Nominees have over forty years
of experience in the business of home financing.
We
question the motivation of the Board in expanding the size of the Board and
appointing three new directors.
Effective
February 26, 2009, the Board expanded the Board size to eight members (from
seven) and announced the appointment of three new directors to fill the
vacancies created by the new directorship, the retirement of John W. Lowe in May
2008 and the resignation of David A. Roberson in August
2008. According to the Company’s SEC filings, each of the new
directors has little or no experience in the manufacturing home
business. We question whether this expansion of the Board and
appointment of three new directors was an attempt to entrench the existing Board
in response to our nomination.
Conversely,
our Nominees collectively have
over 100 years
of experience
in the manufactured home business, including the fields of manufacturing, retail
sales, wholesale sales, park development, wholesale lending and retail lending,
as further discussed in their biographical extracts below. If elected
to the Board, the Nominees will endeavor to use their experience to oversee the
Company with a goal of implementing the strategic and operational changes
highlighted by the Committee, including refocusing the Company on wholesale and
retail lending, as well as exploring any other viable alternatives to maximize
stockholder value.
The
Nominees, if elected, will represent a minority of the Board. If
elected, the Nominees will, subject to their fiduciary duties as directors, work
with the other members of the Board to take those steps that they deem are
necessary to maximize stockholder value. Although the Nominees will not be able
to adopt any measures without the support of at least some members of the
current Board, we believe the election of the Nominees will send a strong
message to the Board that further operational and strategic changes are required
in order to maximize stockholder value.
We
believe Cavalier has maintained poor corporate governance
practices.
The
Committee believes that Cavalier has maintained poor corporate governance
practices that inhibit the accountability of management and directors to
stockholders. The following are examples of what we believe to be the
sub-standard corporate governance practices of Cavalier:
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Under
the Company’s Amended and Restated Bylaws (the “Bylaws”), the affirmative
vote of the holders of at least 80% of the outstanding shares entitled to
vote is required in order to amend the Company’s
Bylaws.
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Under
the Company’s Bylaws, all vacancies on the Board, including those
resulting from removal or an enlargement of the Board, may only be filled
by directors.
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Stockholders
do not have an express right to call a special meeting of stockholders
under the Company’s Bylaws.
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We
believe governance provisions such as these are contrary to corporate governance
best practices and serve to entrench the Board. If elected, the
Nominees will, subject to their fiduciary duties, lobby the Board to eliminate
the Company’s anti-takeover provisions and use their best efforts to implement
corporate governance reform.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
We expect
that the Board will nominate eight directors for election at the Annual Meeting.
For the reasons stated above, we are seeking your support at the Annual Meeting
to elect the Nominees in opposition to Cavalier’s director
nominees. Your vote to elect the Nominees will have the legal effect
of replacing three incumbent directors of Cavalier with our
Nominees. If elected, the Nominees will represent a minority of the
members of the Board.
THE
NOMINEES
We have
nominated a slate of highly qualified nominees who we believe possess the
expertise necessary to work with the other members of the Board to restore and
enhance stockholder value. The following information sets forth the
name, age, business address, present principal occupation, and employment and
material occupations, positions, offices, or employments for the past five years
of each of the Nominees. This information has been furnished to the
Committee by the Nominees. Each of the Nominees is a citizen of the
United States of America.
Michael R. O’Connor
(Age 70)
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. During this time, Mr. O’Connor established numerous branches
for GE Financial. Mr. O’Connor has overseen, managed and established procedures
for credit, collection and financial companies and has operated, owned and
managed several businesses. In total, Mr. O’Connor has over forty years of
experience in the manufactured home business. Mr. O’Connor has a Bachelor of
Arts degree in accounting with a minor in economics from Loras
College. Mr. O’Connor’s business address is 9609 Coneflower Dr. NW,
Albuquerque, New Mexico 87114.
Kenneth E. Shipley (Age 50)
co-founded Legacy, 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,
the general partner of Legacy, since May 2005; (ii) manager and president of
K-Shipley, the general partner of Shipley Brothers, which is a member and
manager of GPLH, since March 2001; (iii) manager of Federal Management, which is
the general partner of Federal Investors, 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. Mr. Shipley’s business address is c/o
K-Shipley, LLC, P.O. Box 749, Levelland, Texas 79336.
Curtis D. Hodgson (Age 54)
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. Mr. Hodgson has over twenty years of
experience as an entrepreneur and an investor in complex trading scenarios,
including options and commodities. Mr. Hodgson is consistently required to
discuss and analyze accounting practices, financial practices and auditing
procedures. Mr. Hodgson has a Bachelor of Science degree in
engineering from the University of Michigan and a Juris Doctorate degree from
the University of Texas. Mr. Hodgson’s business address c/o GPLH, LC,
15400 Knoll Trail, Suite 101, LB 25, Dallas, Texas 75248.
The
Nominees will not receive any compensation from the Committee for their services
as directors of Cavalier. Other than as stated herein, there are no arrangements
or understandings between the Committee and any of the Nominees or any other
person or persons pursuant to which the nomination described herein is to be
made, other than the consent by each of the Nominees to be named in this Proxy
Statement and to serve as a director of Cavalier if elected as such at the
Annual Meeting. None of the Nominees is a party adverse to Cavalier
or any of its subsidiaries or has a material interest adverse to Cavalier or any
of its subsidiaries in any material pending legal proceedings.
The
Committee does not expect that the Nominees will be unable to stand for
election, but, in the event that such persons are unable to serve or for good
cause will not serve, the Shares represented by the enclosed
GOLD
proxy card will be voted
for substitute nominees. In addition, the Committee reserves the
right to nominate substitute persons if Cavalier makes or announces any changes
to the Company’s Bylaws or takes or announces any other action that has, or if
consummated would have, the effect of disqualifying the Nominees. In
any such case, Shares represented by the enclosed
GOLD
proxy card will be voted
for such substitute nominees. The Committee reserves the right to
nominate additional persons.
YOU
ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY
CARD.
PROPOSAL
NO. 2
COMPANY PROPOSAL TO
CONSIDER THE RATIFICATION AND APPROVAL OF THE APPOINTMENT OF
CARR, RIGGS
& INGRAM, LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR 2009
As
discussed in further detail in the Company’s proxy statement, prior to the
Annual Meeting, the Company’s Board, upon the recommendation of the Company’s
Audit Committee, selected Carr, Riggs & Ingram, LLC to serve as the
Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2009. The Company is asking stockholders to
consider the ratification and approval of Carr, Riggs & Ingram, LLC as the
independent registered public accounting firm of the Company for the fiscal year
ending December 31, 2009.
We
do not object to the proposal to consider the ratification and approval of the
appointment by the Board of Carr, Riggs & Ingram, LLC as the independent
registered public accounting firm of the Company for the fiscal year ending
December 31, 2009.
VOTING
AND PROXY PROCEDURES
Only
stockholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Each Share is entitled to one
vote. Stockholders who sell Shares before the Record Date (or acquire
them without voting rights after the Record Date) may not vote such
Shares. Stockholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they sell such
Shares after the Record Date. Based on publicly available
information, we believe that the only outstanding class of securities of
Cavalier entitled to vote at the Annual Meeting are the Shares.
Shares
represented by properly executed
GOLD
proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Nominees, FOR the election of the
candidates who have been nominated by the Company other than
[ ], [ ]
and
[ ],
FOR the proposal to consider the ratification and approval of the appointment of
Carr, Riggs & Ingram, LLC as the independent registered public accounting
firm of the Company for the fiscal year ending December 31, 2009 and in the
discretion of the persons named as proxies on all other matters as may properly
come before the Annual Meeting.
According
to Cavalier’s proxy statement for the Annual Meeting, the Board intends to
nominate eight candidates for election as directors at the Annual
Meeting. This Proxy Statement is soliciting proxies to elect not only
our Nominees, but also the candidates who have been nominated by the Company
other than
[ ], [ ]
and
[ ]. This
gives stockholders who wish to vote for our Nominees and such other persons the
ability to do so. Under applicable proxy rules, we are required
either to solicit proxies only for our Nominees, which could result in limiting
the ability of stockholders to fully exercise their voting rights with respect
to Cavalier’s nominees, or to solicit for our Nominees and for fewer than all of
the Company’s nominees, which enables a stockholder who desires to vote for our
Nominees to also vote for those of the Company’s nominees for whom we are
soliciting proxies. The names, backgrounds and qualifications of the
Company’s nominees, and other information about them, can be found in the
Company’s proxy statement. There is no assurance that any of the
Company’s nominees will serve as directors if our Nominees are
elected.
QUORUM
In order
to conduct any business at the Annual Meeting, a quorum must be present in
person or represented by valid proxies. The presence in person or by
proxy of the holders of a majority of the outstanding Shares entitled to vote at
the Annual Meeting is necessary to constitute a quorum. Abstentions
are counted as present for purposes of determining whether a quorum is present
at the meeting.
VOTES
REQUIRED FOR APPROVAL
Election of
Directors.
Directors are elected by a plurality of the votes
cast at the Annual Meeting. The director nominees who receive the
largest number of votes cast will be elected, up to the maximum number of
directors to be elected at the Annual Meeting. A vote to “withhold
authority” for any director nominee will have no impact on the election of
directors.
Vote required to ratify and approve
the appointment of Carr, Riggs & Ingram, LLC.
The proposal
to consider the ratification and approval of the appointment of Carr, Riggs
& Ingram, LLC as the independent registered public accounting firm of the
Company for the fiscal year ending December 31, 2009, will require the
affirmative vote of a majority of the Shares entitled to vote present in person
or represented by proxy at the Annual Meeting. An abstention will
have the effect of a vote cast against this proposal.
DISCRETIONARY
VOTING
Shares
held in “street name” and held of record by banks, brokers or nominees may not
be voted by such banks, brokers or nominees unless the beneficial owners of such
Shares provide them with instructions on how to vote.
REVOCATION
OF PROXIES
Stockholders
of Cavalier may revoke their proxies at any time prior to exercise by attending
the Annual Meeting and voting in person (although attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy) or by
delivering a written notice of revocation. The delivery of a
subsequently dated proxy, which is properly completed, will constitute a
revocation of any earlier proxy. The revocation may be delivered
either to the Committee in care of Okapi Partners, LLC at the address set forth
on the back cover of this Proxy Statement or to Cavalier at 32 Wilson Boulevard
100, Addison, Alabama 35540, or any other address provided by
Cavalier. Although a revocation is effective if delivered to
Cavalier, the Committee requests that either the original or photostatic copies
of all revocations be mailed to the Committee in care of Okapi Partners, LLC at
the address set forth on the back cover of this Proxy Statement so that the
Committee will be aware of all revocations and can more accurately determine if
and when proxies have been received from the holders of record on the Record
Date of a majority of the outstanding Shares. Additionally, Okapi
Partners, LLC may use this information to contact stockholders who have revoked
their proxies in order to solicit later dated proxies for the election of the
Nominees.
IF
YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD OR FOR THE
RATIFICATION AND APPROVAL
OF THE APPOINTMENT OF CARR, RIGGS & INGRAM, LLC
, PLEASE SIGN, DATE
AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this Proxy Statement is being made by the
Committee. Proxies may be solicited by mail, facsimile, telephone,
telegraph, Internet, in person and by advertisements.
The
Committee has entered into an agreement with Okapi Partners, LLC for
solicitation and advisory services in connection with this solicitation, for
which Okapi Partners, LLC will receive a fee not to exceed $75,000, together
with reimbursement for its reasonable out-of-pocket expenses, and will be
indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Okapi Partners, LLC
will solicit proxies from individuals, brokers, banks, bank nominees and other
institutional holders. The Committee has requested banks, brokerage
houses and other custodians, nominees and fiduciaries to forward all
solicitation materials to the beneficial owners of the Shares they hold of
record. The Committee will reimburse these record holders for their
reasonable out-of-pocket expenses in so doing. It is anticipated that
Okapi Partners, LLC will employ approximately 15-20 persons to solicit
Cavalier’s stockholders for the Annual Meeting.
The
entire expense of soliciting proxies is being borne by the Committee pursuant to
the terms of the Joint Filing and Solicitation Agreement (as defined
below). Costs of this solicitation of proxies are currently estimated
to be approximately $[ ]. The Committee
estimates that through the date hereof, its expenses in connection with this
solicitation are approximately
$[ ]. The
Committee intends to seek reimbursement from Cavalier of all expenses it incurs
in connection with the Solicitation. The Committee does not intend to
submit the question of such reimbursement to a vote of security holders of the
Company.
OTHER
PARTICIPANT INFORMATION
The
participants in this solicitation are Legacy, GPLH, Shipley Brothers, K-Shipley,
D-Shipley, B-Shipley, Federal Investors, Federal Management, Kenneth E. Shipley,
Curtis D. Hodgson, Douglas M. Shipley, Billy J. Shipley and Michael R.
O’Connor.
Legacy is
primarily engaged in the business of mobile home financing and manufacturing.
GPLH is primarily engaged in the business of acting as the general partner of
Legacy. Shipley Brothers is primarily engaged in the business of mobile home
sales and is a member and manager of GPLH. K-Shipley, D-Shipley and B-Shipley
are primarily engaged in the business of acting as the general partners of
Shipley Brothers. Federal Investors is primarily engaged in the business of
mobile home financing. Federal Management is primarily engaged in the business
of acting as the general partner of Federal Investors. The principal occupation
of Kenneth E. Shipley is acting as manager, president and assistant secretary of
GPLH, manager and president of K-Shipley, manager of Federal Management, and
owner and operator of Bell Mobile Homes, a wholesaler and retailer of
manufactured homes in Levelland, Texas. The principal occupation of Curtis D.
Hodgson is acting as member, manager, vice president and secretary of GPLH and
president and secretary of Cusach, Inc., a company primarily engaged in the
business of mobile home sales and manufacturing. The principal occupation of
Douglas M. Shipley is acting as the sole member, manager and president of
D-Shipley and as secretary of Federal Management. The principal occupation of
Billy J. Shipley is acting as the sole member, manager and president of
B-Shipley and as vice president of Federal Management. Michael R. O’Connor is
currently retired.
The
principal business address for Curtis D. Hodgson, Legacy and GPLH is 15400 Knoll
Trail, Suite 101, LB 25, Dallas, Texas 75248. The principal business address for
Shipley Brothers, K-Shipley, D-Shipley, B-Shipley, Federal Investors, Federal
Management, Kenneth E. Shipley, Douglas M. Shipley and Billy J. Shipley is 2501
E. Lubbock Highway, Levelland, Texas 79336. The principal business address for
Michael R. O’Connor is 9609 Coneflower Dr. NW, Albuquerque, New Mexico
87114.
As of the
date hereof, Legacy owns 155,000 Shares. As the general partner of
Legacy, GPLH may be deemed to beneficially own the 155,000 Shares owned by
Legacy. Shipley Brothers owns 637,932 Shares. As a member
and manager of GPLH, Shipley Brothers may also be deemed to beneficially own the
155,000 Shares owned by Legacy. As the general partners of Shipley
Brothers, 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. As the
general partner of Federal Investors, Federal Management may be deemed to
beneficially own the 133,000 Shares owned by Federal Investors. As
manager, president and assistant secretary of GPLH and the sole member, manager
and president of 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. As a member and manager of Federal Management, Kenneth
Shipley may also be deemed to beneficially own the 133,000 Shares owned by
Federal Investors. As the sole member, manager and president of
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. As
the secretary of Federal Management, Douglas Shipley may also be deemed to
beneficially own the 133,000 Shares owned by Federal Investors. As
the sole member, manager and president of 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. As the vice president of Federal
Management, Billy Shipley may also be deemed to beneficially own the 133,000
Shares owned by Federal Investors. Curtis D. Hodgson owns 765,000
Shares. As a member, manager and the vice president and secretary of
GPLH, Curtis Hodgson may also be deemed to beneficially own the 155,000 Shares
owned by Legacy. Michael R. O’Connor owns 300 Shares. Each
of the participants in this solicitation, as members of a “group” for the
purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), may be deemed to beneficially own the Shares owned in the
aggregate by the other participants in this solicitation. Each
participant disclaims beneficial ownership of the Shares he/it does not directly
own. For information regarding purchases and sales of securities of Cavalier
during the past two years by each of the participants in this solicitation,
including the Nominees, see Schedule I.
The
participants in this solicitation intend to enter into a Joint Filing and
Solicitation Agreement in which, among other things, (i) the parties will agree
to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of Cavalier, (ii) the parties will agree to solicit
proxies or written consents for the election of the Nominees, or any other
person(s) nominated by the Committee, to the Board at the Annual Meeting (the
“Solicitation”), and (iii) the parties will agree to share all expenses on a pro
rata basis, based on the number of Shares in the aggregate beneficially owned by
each party on the date thereof, incurred in connection with the parties’
activities, including approved expenses incurred by any of the parties in
connection with the Solicitation, subject to certain
limitations.
Except as
set forth in this Proxy Statement (including the Schedules hereto), (i) during
the past 10 years, no participant in this solicitation has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (ii)
no participant in this solicitation directly or indirectly beneficially owns any
securities of Cavalier; (iii) no participant in this solicitation owns any
securities of Cavalier which are owned of record but not beneficially; (iv) no
participant in this solicitation has purchased or sold any securities of
Cavalier during the past two years; (v) no part of the purchase price or market
value of the securities of Cavalier owned by any participant in this
solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
Cavalier, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of Cavalier; (viii) no participant in this
solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of Cavalier; (ix) no participant in this solicitation or
any of his/its associates was a party to any transaction, or series of similar
transactions, since the beginning of Cavalier’s last fiscal year, or is a party
to any currently proposed transaction, or series of similar transactions, to
which Cavalier or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $120,000; (x) no participant in this solicitation or any
of his/its associates has any arrangement or understanding with any person with
respect to any future employment by Cavalier or its affiliates, or with respect
to any future transactions to which Cavalier or any of its affiliates will or
may be a party; and (xi) no person, including the participants in this
solicitation, who is a party to an arrangement or understanding pursuant to
which the Nominees are proposed to be elected has a substantial interest, direct
or indirect, by security holdings or otherwise in any matter to be acted on at
the Annual Meeting. There are no material proceedings to which any of
the participants in this solicitation or any of their associates are a party
adverse to Cavalier or any of its subsidiaries or have a material interest
adverse to Cavalier or any of its subsidiaries. With respect to each
of the Nominees, none of the events enumerated in Item 401(f)(1)-(6) of
Regulation S-K of the Exchange Act, occurred during the past five
years.
OTHER
MATTERS AND ADDITIONAL INFORMATION
Other
Matters
Other
than those discussed above, the Committee is unaware of any other matters to be
considered at the Annual Meeting. However, should other matters,
which the Committee is not aware of a reasonable time before this solicitation,
be brought before the Annual Meeting, the persons named as proxies on the
enclosed
GOLD
proxy card
will vote on such matters in their discretion.
Stockholder
Nominations and Business Proposals
Under the
Bylaws, any stockholder of record of the Company who is entitled to vote at the
Company’s annual meeting of stockholders may nominate a person for election to
the Board or submit other business to be considered by the stockholders at the
annual meeting if the stockholder provides written notice to, and such notice is
received by, the Company’s secretary not later than the close of business on the
60
th
day nor earlier than the close of business on the 90
th
day
prior to the first anniversary of the date on which the Company first mailed its
proxy materials for the prior year’s annual meeting. If the date of
the annual meeting is more than 30 days before or more than 60 days after the
anniversary date of the prior year’s annual meeting, notice is timely provided
if it is delivered not earlier than the close of business on the 90
th
day
prior to the date of the annual meeting and not later than the close of business
on the later of the 60th day prior to the annual meeting or the 10th day
following the day on which the meeting is first publicly announced.
Any
stockholder who intends to present a proposal for consideration at Cavalier’s
2010 annual stockholders’ meeting must ensure that the Company’s Secretary
receives the proposal between January 6, 2010 and February 5, 2010 (unless the
Company moves the meeting up by more than 30 days or delays it by more than 60
days from May 19, 2010).
In
addition, Cavalier must receive any stockholder proposal intended to be included
in its proxy statement for the 2010 annual stockholders’ meeting at its offices
at 32 Wilson Boulevard 100, Addison, Alabama 35540, Attention: Secretary, no
later than December 7, 2009. Applicable rules of the SEC govern the
submission of stockholder proposals and Cavalier’s consideration of them for
inclusion in the proxy statement and form of proxy for the 2010 annual
stockholders’ meeting.
The
information set forth above regarding the procedures for submitting stockholder
nominations and proposals for consideration at Cavalier’s 2010 annual meeting of
stockholders is based on information contained in the Company’s proxy
statement. The incorporation of this information in this Proxy
Statement should not be construed as an admission by us that such procedures are
legal, valid or binding.
Incorporation
by Reference
The
Committee has omitted from this Proxy Statement certain disclosure required by
applicable law that is expected to be included in the Company’s proxy statement
relating to the Annual Meeting. This disclosure is expected to
include, among other things, current biographical information on Cavalier’s
current directors, information concerning executive compensation, and other
important information. Although we do not have any knowledge
indicating that any statement made by the Committee herein is untrue, we do not
take any responsibility for the accuracy or completeness of statements taken
from public documents and records that were not prepared by or on our behalf, or
for any failure by Cavalier to disclose events that may affect the significance
or accuracy of such information. See Schedule II for information
regarding persons who beneficially own more than 5% of the Shares and the
ownership of the Shares by the directors and management of
Cavalier.
The
information concerning Cavalier contained in this Proxy Statement and the
Schedules attached hereto has been taken from, or is based upon, publicly
available information.
THE
CAVALIER HOMES COMMITTEE FOR CHANGE
[ ]
[ ], 2009
SCHEDULE
I
TRANSACTIONS
IN SECURITIES OF CAVALIER
DURING
THE PAST TWO YEARS
Legacy
Housing, LTD.
|
Common
Stock
|
1,241
|
|
December
27, 2007
|
|
Common
Stock
|
32,584
|
|
December
28, 2007
|
|
Common
Stock
|
18,350
|
|
December
31, 2007
|
|
Common
Stock
|
3,148
|
|
January
7, 2008
|
|
Common
Stock
|
7,677
|
|
January
8, 2008
|
|
Common
Stock
|
10,200
|
|
January
9, 2008
|
|
Common
Stock
|
4,800
|
|
January
10, 2008
|
|
Common
Stock
|
1,900
|
|
January
11, 2008
|
|
Common
Stock
|
300
|
|
January
14, 2008
|
|
Common
Stock
|
1,000
|
|
January
23, 2008
|
|
Common
Stock
|
7,000
|
|
January
24, 2008
|
|
Common
Stock
|
2,000
|
|
January
28, 2008
|
|
Common
Stock
|
3,800
|
|
January
29, 2008
|
|
Common
Stock
|
2,000
|
|
February
1, 2008
|
|
Common
Stock
|
8,400
|
|
February
6, 2008
|
|
Common
Stock
|
5,000
|
|
February
7, 2008
|
|
Common
Stock
|
4,600
|
|
February
8, 2008
|
|
Common
Stock
|
3,000
|
|
February
11, 2008
|
|
Common
Stock
|
8,000
|
|
February
12, 2008
|
|
Common
Stock
|
3,800
|
|
February
13, 2008
|
|
Common
Stock
|
371
|
|
February
20, 2008
|
|
Common
Stock
|
6,929
|
|
February
22, 2008
|
|
Common
Stock
|
9,600
|
|
February
25, 2008
|
|
Common
Stock
|
9,300
|
|
February
26, 2008
|
GPLH,
LC
None
Shipley
Brothers, LTD.
|
Common
Stock
|
2,125
|
|
November
2, 2007
|
|
Common
Stock
|
5,720
|
|
November
5, 2007
|
|
Common
Stock
|
3,058
|
|
November
6, 2007
|
|
Common
Stock
|
222
|
|
November
7, 2007
|
|
Common
Stock
|
2,000
|
|
November
9, 2007
|
|
Common
Stock
|
3,000
|
|
November
13, 2007
|
|
Common
Stock
|
11,100
|
|
November
14, 2007
|
|
Common
Stock
|
32,200
|
|
November
16, 2007
|
|
Common
Stock
|
12,000
|
|
November
20, 2007
|
|
Common
Stock
|
5,300
|
|
November
21, 2007
|
|
Common
Stock
|
8,400
|
|
November
23, 2007
|
|
Common
Stock
|
3,300
|
|
November
26, 2007
|
|
Common
Stock
|
8,700
|
|
November
27, 2007
|
|
Common
Stock
|
2,875
|
|
November
28, 2007
|
|
Common
Stock
|
10,000
|
|
November
28, 2007
|
|
Common
Stock
|
8,125
|
|
December
14, 2007
|
|
Common
Stock
|
9,000
|
|
December
17, 2007
|
|
Common
Stock
|
361
|
|
December
17, 2007
|
|
Common
Stock
|
5,900
|
|
December
18, 2007
|
|
Common
Stock
|
3,200
|
|
December
19, 2007
|
|
Common
Stock
|
1,939
|
|
December
19, 2007
|
|
Common
Stock
|
2,100
|
|
December
20, 2007
|
|
Common
Stock
|
2,700
|
|
December
20, 2007
|
|
Common
Stock
|
14,800
|
|
December
21, 2007
|
|
Common
Stock
|
14,000
|
|
December
24, 2007
|
|
Common
Stock
|
46,000
|
|
December
26, 2007
|
|
Common
Stock
|
31,875
|
|
December
27, 2007
|
|
Common
Stock
|
11,775
|
|
May
2, 2008
|
|
Common
Stock
|
4,225
|
|
May
9, 2008
|
|
Common
Stock
|
900
|
|
May
14, 2008
|
|
Common
Stock
|
3,900
|
|
May
20, 2008
|
|
Common
Stock
|
19,000
|
|
May
21, 2008
|
|
Common
Stock
|
100
|
|
June
5, 2008
|
|
Common
Stock
|
9,900
|
|
June
9, 2008
|
|
Common
Stock
|
4,458
|
|
June
10, 2008
|
|
Common
Stock
|
542
|
|
June
11, 2008
|
|
Common
Stock
|
4,900
|
|
June
23, 2008
|
|
Common
Stock
|
11,100
|
|
July
18, 2008
|
|
Common
Stock
|
90,000
|
|
December
11, 2008
|
|
Common
Stock
|
16,439
|
|
December
15, 2008
|
|
Common
Stock
|
30,000
|
|
December
15, 2008
|
|
Common
Stock
|
5,000
|
|
December
17, 2008
|
|
Common
Stock
|
84,561
|
|
December
17, 2008
|
|
Common
Stock
|
90,592
|
|
December
19, 2008
|
K-Shipley,
LLC
None
D-Shipley,
LLC
None
B-Shipley,
LLC
None
Federal
Investors Servicing, LTD
|
Common
Stock
|
8,000
|
|
February
27, 2008
|
|
Common
Stock
|
5,700
|
|
February
28, 2008
|
|
Common
Stock
|
5,300
|
|
February
29, 2008
|
|
Common
Stock
|
5,000
|
|
March
24, 2008
|
|
Common
Stock
|
1,700
|
|
March
25, 2008
|
|
Common
Stock
|
100
|
|
March
26, 2008
|
|
Common
Stock
|
1,000
|
|
March
27, 2008
|
|
Common
Stock
|
1,600
|
|
April
1, 2008
|
|
Common
Stock
|
8,600
|
|
April
2, 2008
|
|
Common
Stock
|
11,500
|
|
April
3, 2008
|
|
Common
Stock
|
84
|
|
April
14, 2008
|
|
Common
Stock
|
600
|
|
April
15, 2008
|
|
Common
Stock
|
8,832
|
|
April
16, 2008
|
|
Common
Stock
|
500
|
|
April
17, 2008
|
|
Common
Stock
|
7,310
|
|
April
21, 2008
|
|
Common
Stock
|
4,990
|
|
April
22, 2008
|
|
Common
Stock
|
27,000
|
|
April
23, 2008
|
|
Common
Stock
|
90
|
|
April
28, 2008
|
|
Common
Stock
|
10,094
|
|
April
29, 2008
|
|
Common
Stock
|
4,000
|
|
October
14, 2008
|
|
Common
Stock
|
4,000
|
|
October
15, 2008
|
|
Common
Stock
|
4,000
|
|
October
16, 2008
|
|
Common
Stock
|
4,000
|
|
October
27, 2008
|
|
Common
Stock
|
9,000
|
|
October
28, 2008
|
Federal
Investors Management, L.C.
None
Kenneth
E. Shipley
None
|
Common
Stock
|
5,875
|
|
October
16, 2007
|
|
Common
Stock
|
7,225
|
|
October
17, 2007
|
|
Common
Stock
|
25
|
|
October
18, 2007
|
|
Common
Stock
|
9,000
|
|
October
18, 2007
|
|
Common
Stock
|
12,000
|
|
October
19, 2007
|
|
Common
Stock
|
18,000
|
|
October
24, 2007
|
|
Common
Stock
|
3,000
|
|
October
25, 2007
|
|
Common
Stock
|
6,000
|
|
October
29, 2007
|
|
Common
Stock
|
17,600
|
|
October
30, 2007
|
|
Common
Stock
|
3,000
|
|
October
31, 2007
|
|
Common
Stock
|
1,000
|
|
November
1, 2007
|
|
Common
Stock
|
7,275
|
|
November
2, 2007
|
|
Common
Stock
|
125
|
|
November
28, 2007
|
|
Common
Stock
|
100
|
|
November
29, 2007
|
|
Common
Stock
|
27,900
|
|
November
30, 2007
|
|
Common
Stock
|
3,000
|
|
December
3, 2007
|
|
Common
Stock
|
8,000
|
|
December
4, 2007
|
|
Common
Stock
|
5,000
|
|
December
5, 2007
|
|
Common
Stock
|
9,425
|
|
December
6, 2007
|
|
Common
Stock
|
1,075
|
|
December
7, 2007
|
|
Common
Stock
|
400
|
|
December
10, 2007
|
|
Common
Stock
|
9,100
|
|
December
11, 2007
|
|
Common
Stock
|
25,000
|
|
December
12, 2007
|
|
Common
Stock
|
10,000
|
|
December
13, 2007
|
|
Common
Stock
|
875
|
|
December
14, 2007
|
|
Common
Stock
|
3,000
|
|
March
3, 2008
|
|
Common
Stock
|
3,000
|
|
March
4, 2008
|
|
Common
Stock
|
6,100
|
|
March
5, 2008
|
|
Common
Stock
|
3,000
|
|
March
6, 2008
|
|
Common
Stock
|
15,000
|
|
March
11, 2008
|
|
Common
Stock
|
3,700
|
|
March
13, 2008
|
|
Common
Stock
|
100
|
|
March
14, 2008
|
|
Common
Stock
|
3,900
|
|
March
17, 2008
|
|
Common
Stock
|
7,200
|
|
March
24, 2008
|
|
Common
Stock
|
3,000
|
|
April
3, 2008
|
|
Common
Stock
|
9,500
|
|
April
7, 2008
|
|
Common
Stock
|
10,000
|
|
April
14, 2008
|
|
Common
Stock
|
18,500
|
|
April
24, 2008
|
|
Common
Stock
|
17,000
|
|
April
25, 2008
|
|
Common
Stock
|
9,000
|
|
April
30, 2008
|
|
Common
Stock
|
8,400
|
|
May
1, 2008
|
|
Common
Stock
|
600
|
|
May
2, 2008
|
|
Common
Stock
|
1,316
|
|
May
5, 2008
|
|
Common
Stock
|
7,684
|
|
May
6, 2008
|
|
Common
Stock
|
100
|
|
May
7, 2008
|
|
Common
Stock
|
4,900
|
|
May
8, 2008
|
|
Common
Stock
|
1,900
|
|
May
9, 2008
|
|
Common
Stock
|
283
|
|
May
12, 2008
|
|
Common
Stock
|
4,900
|
|
May
13, 2008
|
|
Common
Stock
|
5,000
|
|
May
28, 2008
|
|
Common
Stock
|
717
|
|
May
29, 2008
|
|
Common
Stock
|
1,200
|
|
May
30, 2008
|
|
Common
Stock
|
3,800
|
|
June
2, 2008
|
|
Common
Stock
|
6,701
|
|
June
12, 2008
|
|
Common
Stock
|
1,499
|
|
June
13, 2008
|
|
Common
Stock
|
1,613
|
|
June
16, 2008
|
|
Common
Stock
|
5,590
|
|
June
24, 2008
|
|
Common
Stock
|
1,410
|
|
June
25, 2008
|
|
Common
Stock
|
5,387
|
|
July
15, 2008
|
|
Common
Stock
|
584
|
|
July
21, 2008
|
|
Common
Stock
|
3,800
|
|
September
29, 2008
|
|
Common
Stock
|
5,616
|
|
September
30, 2008
|
|
Common
Stock
|
6,700
|
|
October
2, 2008
|
|
Common
Stock
|
1,300
|
|
October
3, 2008
|
|
Common
Stock
|
9,100
|
|
October
6, 2008
|
|
Common
Stock
|
3,900
|
|
October
7, 2008
|
|
Common
Stock
|
300
|
|
October
8, 2008
|
|
Common
Stock
|
13,100
|
|
October
9, 2008
|
|
Common
Stock
|
14,600
|
|
October
10, 2008
|
|
Common
Stock
|
3,315
|
|
October
21, 2008
|
|
Common
Stock
|
4,485
|
|
October
22, 2008
|
|
Common
Stock
|
1,200
|
|
October
28, 2008
|
|
Common
Stock
|
18,000
|
|
October
29, 2008
|
|
Common
Stock
|
300
|
|
October
31, 2008
|
|
Common
Stock
|
700
|
|
November
7, 2008
|
|
Common
Stock
|
100,000
|
|
December
4, 2008
|
|
Common
Stock
|
93,000
|
|
December
10, 2008
|
|
Common
Stock
|
64,000
|
|
December
18, 2008
|
|
Common
Stock
|
40,000
|
|
December
19, 2008
|
|
Common
Stock
|
4,500
|
|
January
21, 2009
|
|
Common
Stock
|
1,500
|
|
January
22, 2009
|
Billy
J. Shipley
None
|
Common
Stock
|
300
|
|
January
21, 2009
|
SCHEDULE
II
The
following tables are reprinted from the Company’s Proxy Statement filed with the
Securities and Exchange Commission on March 13, 2009
SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN STOCKHOLDERS
Set forth
below is information as of March 27, 2009, with respect to the beneficial
ownership of our common stock by (a) each of Cavalier's directors (which
directors also constitute the Company's nominees for election as directors at
the Annual Meeting), (b) each Named Executive Officer of Cavalier and (c) all of
Cavalier's current directors and executive officers as a group.
Name
of Individual or Persons in Group
|
|
Number
of
Shares
Beneficially
Owned(1)
|
|
|
Percent
of
Class
Beneficially
Owned(1)
|
|
|
Thomas
A. Broughton, III
|
|
|
79,326
|
(2)
|
|
|
*
|
|
|
Barry
B. Donnell
|
|
|
941,666
|
(3)
|
|
|
5.34
|
%
|
|
Lee
Roy Jordan
|
|
|
21,166
|
(4)
|
|
|
*
|
|
|
Jonathan
B. Lowe
|
|
|
62,250
|
(5)
|
|
|
*
|
|
|
Barry
Mixon
|
|
|
32,500
|
|
|
|
*
|
|
|
Michael
R. Murphy
|
|
|
125,234
|
(6)
|
|
|
*
|
|
|
David
A. Roberson
|
|
|
324,677
|
(7)
|
|
|
1.83
|
%
|
|
Kenneth
J. Smith
|
|
|
3,250
|
(8)
|
|
|
*
|
|
|
Bobby
Tesney
|
|
|
35,200
|
(9)
|
|
|
*
|
|
|
Carl
S. Thigpen
|
|
|
1,250
|
(10)
|
|
|
*
|
|
|
J.
Don Williams
|
|
|
51,666
|
(11)
|
|
|
*
|
|
|
All
current directors and executive officers (10 persons)
|
|
|
1,353,508
|
(12)
|
|
|
7.60
|
%
|
The
following persons have reported ownership in Cavalier at a level greater than
5%, according to statements on Schedule 13D or 13G as filed by such persons with
the Securities and Exchange Commission:
Name
and Address of Beneficial Owner
|
|
Number
of
Shares
Beneficially
Owned(1)
|
|
|
Percent
of
Class
Beneficially
Owned(1)
|
|
|
Dimensional
Fund Advisors LP
Palisades
West, Building One
6300
Bee Cave Rd, Austin, TX 78746
|
|
|
1,464,630
|
(13)
|
|
|
8.32
|
%
|
|
GAMCO
Investors, Inc.
One
Corporate Center
Rye,
NY 10580-1435
|
|
|
3,270,699
|
(14)
|
|
|
18.59
|
%
|
|
Legacy
Housing, LTD.
15400
Knoll Trail, Suite 101, Box 25
Dallas,
TX 75248
|
|
|
1,690,692
|
(15)
|
|
|
9.61
|
%
|
|
T.
Rowe Price Associates, Inc./T. Rowe Price
Small-Cap
Value Fund, Inc.
100
E. Pratt Street
Baltimore,
MD 21202
|
|
|
1,602,900
|
(16)
|
|
|
9.11
|
%
|
|
*
|
Represents
beneficial ownership of less than 1% of the outstanding shares of our
common stock.
|
|
(1)
|
Beneficial
ownership in the foregoing table is based upon information furnished by
the persons listed. For purposes of this table, a person or
group of persons is deemed to have “beneficial ownership” of any shares as
of March 27, 2009, that such person or group has the right to acquire
within 60 days after such date, or with respect to which such person
otherwise has or shares voting or investment power. For
purposes of computing beneficial ownership and the percentages of
outstanding shares held by each person or group of persons on a given
date, shares which such person or group has the right to acquire within 60
days after such date are shares for which such person has beneficial
ownership and are deemed to be outstanding for purposes of computing the
percentage for such person, but are not deemed to be outstanding for the
purpose of computing the percentage of any other person. Except
as otherwise indicated in these notes to the foregoing table, the
beneficial owners named in the table have sole voting and investment power
with respect to the shares of common stock reflected and the address of
each of the persons is as follows: c/o Cavalier Homes, Inc., 32 Wilson
Blvd 100, Addison, AL 35540.
|
|
(2)
|
Includes
16,477 shares beneficially owned in an Individual Retirement
Account. Includes 36,559 shares issuable pursuant to stock
options presently exercisable as of March 27, 2009, or within 60 days
thereafter.
|
|
(3)
|
Includes
21,666 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days thereafter, 100,000 shares held by
the Donnell Foundation, of which Mr. Donnell is co-trustees and 100,000
shares beneficially owned in an Individual Retirement
Account. Mr. Donnell has voting and investment power with
respect to the shares held by the Donnell Foundation. Also
includes 13,000 shares held in his wife’s Individual Retirement Account
and 7,000 shares owned directly by his wife. Also includes
100,000 shares held by the Sam Donnell Family Limited Partnership, 1% of
which is held by a limited liability company in which Mr. Donnell holds
51% of the limited liability company interests. Mr. Donnell
disclaims beneficial ownership of the shares held directly by his wife and
the shares held in his wife’s Individual Retirement
Account. The address for Mr. Donnell is 719 Scott Avenue, Suite
414 Wichita Falls, TX 76301.
|
|
(4)
|
Includes
16,666 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days
thereafter.
|
|
(5)
|
Includes
1,250 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days
thereafter.
|
|
(6)
|
Includes
60,000 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days thereafter, 4,700 shares held in Mr.
Murphy’s Individual Retirement Account and 3,700 shares held in his wife’s
Individual Retirement Account. Includes 6,666 shares of
restricted stock which has not yet fully vested, but over which Mr. Murphy
may exercise voting rights. Mr. Murphy disclaims beneficial
ownership of the shares held in his wife’s Individual Retirement
Account.
|
|
(7)
|
Includes
6,510 shares beneficially owned in an Individual Retirement Account and
1,874 shares held in his wife’s Individual Retirement
Account. Includes 18,272 shares held by a family limited
partnership of which Mr. Roberson is the general
partner. Includes 115,000 shares issuable pursuant to stock
options presently exercisable as of March 27, 2009, or within 60 days
thereafter. Mr. Roberson disclaims beneficial ownership of the
shares held in his wife’s Individual Retirement
Account.
|
|
(8)
|
Includes
1,250 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days thereafter, and 2,000 shares held by
a limited liability company of which Mr. Smith is a 50%
owner.
|
|
(9)
|
Includes
20,000 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days
thereafter.
|
|
(10)
|
Includes
1,250 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days
thereafter.
|
|
(11)
|
Includes
46,666 shares issuable pursuant to stock options presently exercisable as
of March 27, 2009, or within 60 days
thereafter.
|
|
(12)
|
See
notes 1-6 and 8-11 above.
|
|
(13)
|
In
a Schedule 13G filed on February 9, 2009, Dimensional Fund Advisors LP
(“Dimensional”), an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, reported having sole voting and
dispositive power of 1,464,630 shares. Dimensional furnishes
investment advice to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate
accounts. These investment companies, trusts and accounts are
the “Funds.” In its role as investment adviser or manager,
Dimensional possesses voting and/or investment power over the securities
of the issuers described in the schedule that are owned by the
Funds. Dimensional disclaims beneficial ownership of such
securities. All information in this footnote was obtained from
the Schedule 13G filed by
Dimensional.
|
|
(14)
|
In
a Schedule 13D filed March 9, 2009, Mario J. Gabelli, and various entities
which he directly or indirectly controls or for which he acts as chief
investment officer (“Gabelli”), reported having shared power to vote or
dispose of 3,270,699 shares of common stock. Included in the
Schedule 13D is GGCP, Inc., MJG Associates, Inc., Gabelli Foundation,
Inc., Mario Gabelli, LICT Corporation, GAMCO Investors, Inc. (“GBL”), a
public company listed on the New York Stock Exchange, and the following
entities of which GBL is the parent company: GAMCO Asset Management, Inc.,
Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc.
and Teton Advisors, Inc. All information in this footnote was
obtained from the Schedule 13D filed by
Gabelli.
|
|
(15)
|
In
a Schedule 13D/A filed February 6, 2009, Legacy Housing, LTD and certain
affiliated persons jointly reported having shared power to vote or dispose
of 1,690,692 shares of common stock. Included in the Schedule
13D/A are: (a) Legacy Housing, LTD., a Texas limited partnership
(“Legacy”), (b) GPLH, LC, a Texas limited liability company which serves
as the general partner of Legacy (“GPLH”), (c) Shipley Brothers, LTD, a
Texas limited partnership which serves as a manager of GPLH (“Shipley
LTD”), (d) K-Shipley, LLC, a Texas limited liability company which serves
as a general partner of Shipley LTD (“K-Shipley”), (e) D-Shipley, LLC, a
Texas limited liability company which serves as a general partner of
Shipley LTD (“D-Shipley”), (f) B-Shipley, LLC, a Texas limited liability
company which serves as a general partner of Shipley LTD (“B-Shipley”),
(g) Federal Investors Servicing, LTD., a Texas limited partnership
(“Federal Servicing”), (h) Federal Investors Management, L.C., a Texas
limited liability company which serves as the general partner of Federal
Servicing (“Federal Management”), (i) Kenneth E. Shipley, the president
and assistant secretary of GPLH, the president and sole member of
K-Shipley and the president and manager of Federal Management and a
citizen of the United States, (j) Curtis D. Hodgson, the vice president,
secretary and manager of GPLH and a citizen of the United States, (k)
Douglas M. Shipley, the president and sole member of D-Shipley and the
secretary of Federal Management and a citizen of the United States, (l)
Billy J. Shipley, the president and sole member of B-Shipley and the vice
president of Federal Management and a citizen of the United States, and
(m) Michael R. O’Connor, a citizen of the United States. All information
in this footnote was obtained or derived from the Schedule 13D/A filed by
Legacy.
|
|
(16)
|
In
a Schedule 13G filed February 12, 2009, T. Rowe Price Associates, Inc.
(“T. Rowe Price”) and T. Rowe Price Small-Cap Value Fund, Inc. (“Small-Cap
Fund”) jointly reported having sole power to vote or dispose of 1,602,900
shares of common stock. These securities are owned by various
individual and institutional investors, including the Small-Cap Fund,
which T. Rowe Price serves as an investment advisor with power to direct
investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, T. Rowe Price is deemed to be a beneficial owner of such securities;
however, T. Rowe Price expressly disclaims that it is, in fact, the
beneficial owner of such securities. All information in this
footnote was obtained from the Schedule 13G and cover letter we received
from T. Rowe Price and Small-Cap
Fund.
|
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter
how many Shares you own, please give the Committee your proxy FOR the election
of the Committee’s Nominees by taking three steps:
|
|
·
|
SIGNING
the enclosed
GOLD
proxy card,
|
|
|
·
|
DATING
the enclosed
GOLD
proxy card, and
|
|
|
·
|
MAILING
the enclosed
GOLD
proxy card TODAY in the envelope provided (no postage is required
if mailed in the United States).
|
If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Depending upon your broker or custodian, you
may be able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed voting form for instructions
on how to vote electronically. You may also vote by signing, dating
and returning the enclosed
GOLD
voting form.
If you
have any questions or require any additional information concerning this Proxy
Statement, please contact Okapi Partners, LLC at the address and telephone
numbers set forth below.
OKAPI
PARTNERS, LLC
780
Third Avenue, 30th Floor
New
York, NY 10017
Stockholders
Call Toll-Free at: (877) 259-6290
Banks
and Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
PRELIMINARY
COPY - SUBJECT TO COMPLETION, DATED MARCH 17, 2009
GOLD
PROXY CARD
CAVALIER
HOMES, INC.
2009
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON
BEHALF OF
THE CAVALIER HOMES COMMITTEE FOR CHANGE
THE
BOARD OF DIRECTORS OF CAVALIER HOMES, INC.
IS
NOT SOLICITING THIS PROXY
P R O X Y
The
undersigned appoints Curtis D. Hodgson and Kenneth E. Shipley, and each of them,
attorneys and agents with full power of substitution to vote all shares of
Common Stock of Cavalier Homes, Inc. (the “Company”) which the undersigned would
be entitled to vote if personally present at the 2009 Annual Meeting of
Stockholders of the Company scheduled to be held on Tuesday, May 19, 2009,
beginning at 11:00 A.M., Central Daylight Time, at the Company’s office at 32
Wilson Boulevard 100, Addison, Alabama 35540, and including at any adjournments
or postponements thereof and at any meeting called in lieu thereof (the “Annual
Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of Common Stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of the herein named attorneys and
proxies or their substitutes with respect to any other matters as may properly
come before the Annual Meeting that are unknown to the Cavalier Homes Committee
for Change (the “Committee”) a reasonable time before this
solicitation.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED “FOR” PROPOSAL NOS. 1 and 2.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
GOLD
PROXY CARD
[X]
Please mark vote as in this example
THE
COMMITTEE RECOMMENDS A VOTE “FOR” EACH OF ITS NOMINEES LISTED BELOW IN PROPOSAL
NO. 1.
1. THE
COMMITTEE’S PROPOSAL TO ELECT DIRECTORS:
|
|
FOR
ALL NOMINEES
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
|
FOR
ALL
NOMINEES
EXCEPT
|
|
|
|
|
|
|
Nominees:
Michael R. O’Connor
Kenneth
E. Shipley
Curtis
D. Hodgson
|
[ ]
|
[ ]
|
___________
___________
|
The
Committee intends to use this proxy to vote (i) “FOR” Messrs. O’Connor, Shipley
and Hodgson and (ii) “FOR” the candidates who have been nominated by the Company
to serve as directors other than
[ ],
[ ]
and
[ ]
for whom the Committee is NOT seeking authority to vote for and WILL NOT
exercise any such authority. The names, backgrounds and
qualifications of the candidates who have been nominated by the Company, and
other information about them, can be found in the Company’s proxy
statement.
There
is no assurance that any of the candidates who have been nominated by the
Company will serve as directors if the Committee’s nominees are
elected.
NOTE:
If you do not wish for your shares to be voted “FOR” a particular Committee
nominee, mark the “FOR ALL NOMINEES EXCEPT” box and write the name(s) of the
nominee(s) you do not support on the line below. Your shares will be
voted for the remaining Committee nominee(s). You may also withhold
authority to vote for one or more additional candidates who have been nominated
by the Company by writing the name of the nominee(s) below.
_______________________________________________________________
2
. THE COMPANY’S
PROPOSAL TO CONSIDER THE RATIFICATION AND APPROVAL OF THE APPOINTMENT OF CARR,
RIGGS & INGRAM, LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
[ ]
|
[ ]
|
[ ]
|
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature,
if held jointly)
____________________________________
(Title)
WHEN
SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS
PROXY