- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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¨	Preliminary Proxy Statement
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¨	Definitive Proxy Statement
þ	Definitive Additional Materials
¨	Soliciting Material Pursuant to § 240.14a-12

CAVALIER HOMES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On April 7, 2009, Cavalier Homes, Inc. (the “Company”) made a definitive filing with the Securities and Exchange Commission of a proxy statement and accompanying WHITE proxy card to be used to solicit votes for the election of its director nominees at the Company’s 2009 annual meeting of stockholders. The Company urges stockholders to read the proxy statement because it contains important information.

Item 1: On April 28, 2009, the Company delivered the following presentation to Proxy Governance, Inc.:

Company and Industry Update - April 2009

Cautionary Statement for Investors

This presentation contains forward-looking statements
about future financial performance, business plans and
strategies of Cavalier Homes, Inc. (“Cavalier” or the
“Company”). Because forward-looking statements involve
risks and uncertainties, actual results may differ materially
from those expressed or implied. Investors are cautioned
not to place undue reliance on these forward-looking
statements and are advised to carefully review the risk
factors described in documents that the Company files with
the Securities and Exchange Commission, including the
Annual Report on Form 10-K for 2008. Cavalier disclaims
any obligation to update information contained in this
presentation.

Cavalier Today

Cavalier is the 6th largest manufactured housing
company in the United States

In 2008, the Company generated revenue of
approximately $164.4 million and diluted earnings per
share from continuing operations of $0.17

Cavalier is one of the best capitalized public companies
in the industry with $27.2 million of cash and only $0.6
million of debt as of 3/28/09

The Company sells through a network of over 280
independent dealers, of which about 17% are exclusive

Cavalier has approximately 10.0% market share in its
core 11 states, which account for 94% of company sales

Cavalier Markets, Capabilities

Core markets

Other markets

With distribution in Mississippi, Louisiana, Kansas, Missouri,
Oklahoma, Arkansas and Texas, Legacy homes is a direct
competitor

A Challenging Industry Backdrop

Industry floor shipments reached a modern peak of
609,000 floors in 1998

Ease of entry, overexpansion of retail, and loose lending
standards created inventory oversupply

Lender exits caused chattel financing to evaporate

Repossessions spiked in aftermath, suppressing
traditional sales

Loose lending standards for site built homes drew away
many of the traditional buyers of manufactured homes

77% drop in floor shipments between 1999-2008

2008 saw the lowest industry shipments in 54 years

MHI Industry Shipments

Proactive Steps to Weather the Storm

Promoted lean manufacturing, operational efficiencies

Improved gross margins to 18.2% in 2008 from 13.6% in
2007

Developed high-value products

Limited risks and capital required in distribution by
working mainly with independent dealers

Significantly improved cash position and lowered debt

Profitable in four of the past five years

Sale of CIS Business

Sold CIS Financial Services to Triad Financial Services

Purchase price was $765,000 in cash at closing plus the principal
balance of certain outstanding installment contracts receivable as
of the closing date, which will be paid to Cavalier as collected by
Triad within 180 days of closing

The transaction closed on February 27, 2009

Improves liquidity position

Freed up $14.1 million of stockholder’s equity tied up in financing
business

Lowers risk

Triad will offer Cavalier’s dealers comparable programs
to those provided by CIS

Potential Turnaround Drivers

Tightening of lending standards for site built homes will
push natural buyers back to manufactured housing

Closures by competitors will improve supply dynamics

Growing use of land-home deals for factory-built housing

Emerging HUD home/modular trends

FHA has raised the Title 1 limits for manufactured
housing, which industry sources estimate could increase
shipments as much as 10% - 15%

Cavalier Opportunities

Situated to capitalize on expected Regional industry upturn

Strong markets (CA, AZ, FL, MS, LA, TX )

Available capacity in area

Product offerings

Broad product spectrum to meet market demand ($18,000 single-wide to
$130,000 modular)

Capability to build modular homes in existing facilities

Competitive price points

Attractive product lineup

Potential to grow modular business

Controlled manufacturing environment (faster completion time, greater
consistency to specifications, more predictable costs)

Lowers builders’ needs for construction loans

Other Cavalier advantages

Competency in efficient production of broad range of products

Lean cost structure

Good balance sheet

We Build Great Value In Our Products

Operating Income

Net Income (Loss) Per Diluted Share

Relative Profitability

($196.6)

($175.8)

($30.4)

($12.9)

$3.4

$2.8

$2.2

$1.1

Note: Net income over the most recent reported twelve month period ending: 3/28/09 for CAV, 12/31/08 for CVCO and DVLY; 4/4/09 for CHB; 1/25/09 for FLTW.Q; 1/31/09 for
NOBH; 12/26/08 for PHHM; and 2/28/09 for SKY.

Cavalier has the best performing stock price of any
manufactured housing company over the past three, six
and twelve months

Recent Relative Stock Performance

As of 4/26/2009

Cavalier’s stock has outperformed many manufactured
housing companies, including the two largest, over the
past 13 years

Historical Relative Stock Performance

As of 4/26/2009

Working Actively to Improve Liquidity

Generated $2.7 million from the sale of the Company’s
Cordele, GA facility

Completed or in-process sales of financing assets
expected to generate more than $2.9 million of cash

Lowered inventory from $20.5 million in 2007 to $14.5
million in Q1 2009

Has one idle facility for sale

*Pro Forma for sale of the Cordele facility

Improving Liquidity

Potential Tax Effects

$10.0 million federal NOL carryforward as of December
31, 2008

35% expected federal tax rate after $10.0 million taxable
income starts in years after 2008

Valuation allowance for deferred tax assets of $16.0
million as of December 31, 2008

The valuation allowance may be reversed to income in
future periods to the extent the deferred taxes are
realized or the valuation allowance is no longer needed

Investment Considerations

Strong balance sheet

Improving gross margins

Streamlined operations

Profitable four of the past five years

Industry poised to begin a rebound

Board and management proactively working to handle
challenging industry conditions and position the
Company for future growth

Cavalier Has An Excellent Board

6 of 8 Directors are Independent

Engaged - Three year attendance rate of 98% for group

Each has participated in:

Plant visits and reviews

Succession planning

Strategic planning

Annual budgets

Capital expansion reviews

Key Committees:

Comprised of independent directors

Background of Proxy Contest

2005, Company sells idled Ft. Worth, Texas facility to Mr. Hodgson and Mr. Shipley.

May 2008, Mr. Donnell, Mr. Shipley and Mr. Hodgson meet in Austin, Texas. They
engaged in general discussions about the manufactured housing business and about
their respective businesses and operations. Mr. Hodgson and Mr. Shipley indicated a
desire to combine Legacy with Cavalier.

On May 29, 2008, Mr. Hodgson sent an email to Mr. Donnell acknowledging the
meeting, indicating availability for a subsequent meeting during the month of June and
noting that Mr. Hodgson and Mr. Shipley owned over 900,000 shares of our common
stock.

On June 20, 2008, Mr. Hodgson and Mr. Shipley met with most members of the Board
of Directors of Cavalier and presented a proposal for Cavalier to buy Legacy Housing
in exchange for 13 million shares of Cavalier common stock. The proposal included
Mr. Hodgson and Mr. Shipley becoming two of the three permitted insider members of
the Board of Directors of Cavalier and would have resulted in the equity owners of
Legacy Housing, including Messrs. Hodgson and Shipley, owning in excess of 41% of
Cavalier following the merger of Legacy Housing into Cavalier. The Board members
determined that they did not want to proceed with a transaction with Legacy Housing.
They believed the cost of such a transaction was too high and would unfairly dilute
current Cavalier stockholders.

Background of Proxy Contest (cont.)

In early January 2009, Mr. Donnell informed the Board that members of the Legacy
Group had, among other things, criticized the decision to sell CIS Financial Services,
Inc. (which was first announced on November 24, 2008).

On January 21, 2009, Mr. Hodgson sent Mr. Donnell an email indicating that
Mr. Hodgson intended to nominate three individuals for election to the Board of
Directors.

On January 22, 2009, the Board of Directors convened a meeting to discuss the
Legacy Group nominations, the information provided by Mr. Donnell, and reviewed the
information provided by the Legacy Group with respect to each of the three dissident
nominees.

As a result of these discussions, the Board of Directors concluded that it would be
improper for individuals who are actively engaged in a business that is in direct
competition with Cavalier to serve on the Board. The Board felt that it would violate the
Board’s fiduciary duties to the stockholders to name individuals running a competing
manufactured housing company to the Cavalier Board, where those individuals would
have access to confidential information that Cavalier would not ordinarily share with
competitors.

Background of Proxy Contest (cont.)

At the January 22 meeting, Board members also discussed that the dissident
nominees did not satisfy the criteria established by the Board for director nominees.

Given the negative implications of allowing a competitor to become privy to confidential
information, the Board of Directors determined to neither accept nor endorse the
nominees of the Legacy Group.

Following the Board meeting, the Legacy Group notified Cavalier that it intended to
solicit proxies for three dissident nominees in opposition to the nominees selected by
the Board of Directors and the Nominating and Governance Committee.