Filed by Bowne Pure Compliance
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OMB APPROVAL |
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OMB Number: 3235-0145 |
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Expires: February 28, 2009
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Estimated average burden hours per response...14.5 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
(CUSIP Number)
Legacy Housing, LTD.
Attn: Curtis D. Hodgson
15400 Knoll Trail, Suite 101, Box 25
Dallas, TX 75248
Tel. No.: (972) 661-1821
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Joseph L. Motes III
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite
4100
Dallas, Texas 75201-4618
(214) 969-2800
February 5, 2009
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or
otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS
Legacy Housing, LTD. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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155,000 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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155,000 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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155,000 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.8% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
Page 2 of 21
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1 |
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NAMES OF REPORTING PERSONS
GPLH, LC. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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155,000 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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155,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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155,000 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.8% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
Page 3 of 21
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1 |
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NAMES OF REPORTING PERSONS
Shipley Brothers, LTD. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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637,392 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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155,000 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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637,392 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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155,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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792,392 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
Page 4 of 21
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1 |
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NAMES OF REPORTING PERSONS
K-Shipley, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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792,392 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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792,392 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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792,392 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
Page 5 of 21
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1 |
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NAMES OF REPORTING PERSONS
D-Shipley, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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792,392 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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792,392 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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792,392 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
Page 6 of 21
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1 |
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NAMES OF REPORTING PERSONS
B-Shipley, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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792,392 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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792,392 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
792,392 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
Page 7 of 21
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1 |
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NAMES OF REPORTING PERSONS
Federal Investors Servicing, LTD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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133,000 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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133,000 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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133,000 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.7% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
Page 8 of 21
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1 |
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NAMES OF REPORTING PERSONS
Federal Investors Management, L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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133,000 |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
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|
PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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133,000 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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133,000 |
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12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
o
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.7% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
Page 9 of 21
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1 |
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NAMES OF REPORTING PERSONS
Kenneth E. Shipley |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
|
SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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AF |
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5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
925,392 |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
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|
PERSON |
|
0 |
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
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|
925,392 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
925,392 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
|
5.0% |
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|
14 |
|
TYPE OF REPORTING PERSON |
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|
IN |
Page 10 of 21
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1 |
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NAMES OF REPORTING PERSONS
Curtis D. Hodgson |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) þ |
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|
|
3 |
|
SEC USE ONLY |
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|
|
|
|
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|
4 |
|
SOURCE OF FUNDS |
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|
|
PF, AF |
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|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
765,000 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
155,000 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
765,000 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
155,000 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
920,000 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.9% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
IN |
Page 11 of 21
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1 |
|
NAMES OF REPORTING PERSONS
Douglas M. Shipley |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
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|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
792,392 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
792,392 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
792,392 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.3% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
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|
IN |
Page 12 of 21
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|
1 |
|
NAMES OF REPORTING PERSONS
Billy J. Shipley |
|
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|
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
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|
4 |
|
SOURCE OF FUNDS |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
792,392 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
792,392 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
792,392 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
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|
4.3% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
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|
IN |
Page 13 of 21
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|
1 |
|
NAMES OF REPORTING PERSONS
Michael R. OConnor |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
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|
4 |
|
SOURCE OF FUNDS |
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|
PF |
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5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
300 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
300 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
300 |
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|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
0.0% |
|
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|
14 |
|
TYPE OF REPORTING PERSON |
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|
IN |
Page 14 of 21
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (the Amendment) is being filed on behalf of Legacy
Housing, LTD., GPLH, L.C., Shipley Brothers, LTD., K-Shipley, LLC, D-Shipley, LLC, B-Shipley, LLC,
Federal Investor Servicing, LTD., Federal Investors Management, L.C., Kenneth E. Shipley, Curtis D.
Hodgson, Douglas M. Shipley, Billy J. Shipley and Michael R. OConnor relating to shares of common
stock of Cavalier Homes, Inc., a Delaware corporation. This Amendment modifies the original
Schedule 13D filed with the Securities and Exchange Commission on February 2, 2009 (the Original
13D).
Item 2. Identity and Background
Item 2 of the Original 13D is hereby amended and restated in its entirety to read as follows:
This statement is filed by: (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. OConnor, a
citizen of the United States (together with Legacy, GPLH, Shipley LTD, K-Shipley, D-Shipley,
B-Shipley, Federal Servicing, Federal Management, Kenneth Shipley, Curtis Hodgson, Douglas Shipley
and Billy Shipley, the Reporting Persons).
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 LTD is
primarily engaged in the business of mobile home sales and of acting as manager of Legacy.
K-Shipley, D-Shipley and B-Shipley are primarily engaged in the business of acting as the general
partners of Shipley LTD. Federal Servicing 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 Servicing. The principal occupation of Kenneth E. Shipley is acting as operator
of Bell Mobile Homes, as president and assistant secretary of GPLH, president of K-Shipley and
president and manager of Federal Management. Bell Mobile Homes is primarily engaged in the
business of mobile home sales and manufacturing. The principal occupation of Curtis D. Hodgson is
acting as president and secretary of Cusach, Inc., and vice president, manager and secretary of
GPLH. Cusach, Inc. is primarily engaged in the business of mobile
home sales and manufacturing. The principal occupation of Douglas M. Shipley is acting as
president of D-Shipley and as secretary of Federal Management. The principal occupation of Billy
J. Shipley is acting as president of B-Shipley and as vice president of Federal Management.
Michael R. OConnor is currently retired.
Page 15 of 21
Each of Legacy, GPLH, Cusach, Inc. and Curtis D. Hodgson has its principal business office and
receives its mail at 15400 Knoll Trail, Suite 101, Box 25, Dallas, Texas 75248. Each of Shipley
LTD, K-Shipley, D-Shipley, B-Shipley, Federal Services, Federal Management, Bell Mobile Homes,
Kenneth E. Shipley, Douglas M. Shipley and Billy J. Shipley has its principal business office at
2501 E. Lubbock Highway, Levelland, Texas 79336 and receives its mail at PO Box 749, Levelland,
Texas 79336. Michael R. OConnor maintains his principal residence and receives his mail at 9609
Coneflower Drive, NW, Albuquerque, New Mexico 87114.
None of the Reporting Persons has, during the last five years, been either (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds
Item 3 of the Original 13D is hereby amended and restated in its entirety to read as follows:
The Reporting Persons, in the aggregate, have invested $2,613,110.22 in the Issuer. The above
amount includes any commissions incurred in making the investments. The source of these funds was
the working capital of Legacy, Shipley LTD and Federal Servicing and the personal funds of Curtis
Hodgson and Michael R. OConnor.
Item 4. Purpose of the Transaction
Item 4 of the Original 13D is hereby amended by adding the following:
On
February 5, 2009 and February 6, 2009, Curtis D. Hodgson sent a notice (the Notice) to the Secretary, the
Board and the Governance Committee of the Issuer formally notifying the Issuer of the Reporting
Persons intent to nominate Mr. Hodgson, Kenneth E. Shipley and Michael R. OConnor (each, a
Nominee, and collectively, the Nominees) for election to the Board at the 2009 Annual Meeting
of the Stockholders of the Issuer (the 2009 Meeting) and to solicit proxies in connection
therewith. A copy of the Notice is attached hereto as exhibit 99.5 and incorporated herein by
reference.
IMPORTANT INFORMATION
The Reporting Persons intend to make a preliminary filing with the Securities and Exchange
Commission (the Commission) of a proxy statement and an accompanying proxy card to be used to
solicit proxies for the election of the Nominees at the 2009 Meeting.
Page 16 of 21
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY THE REPORTING PERSONS FROM STOCKHOLDERS OF THE ISSUER FOR USE AT THE
2009 MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE
PROXY STATEMENT AND FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF THE ISSUER AND WILL BE
AVAILABLE AT NO CHARGE AT THE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO
THE PARTICIPANTS (WHICH MAY BE DEEMED TO CONSIST OF THE REPORTING PERSONS) AND THEIR DIRECT AND
INDIRECT INTERESTS IN SUCH PROXY SOLICITATION IS CONTAINED HEREIN.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Original 13D are hereby amended and restated in their entirety to
read as follows:
According to the Issuers Form 10-Q filed on October 23, 2008, there are 18,429,580 shares of
Common Stock outstanding. The Reporting Persons have calculated and reported their ownership
percentage based on the shares of Common Stock currently outstanding.
(a) (i) Legacy is the beneficial owner of the 155,000 shares of Common Stock it holds,
which represent 0.8% of the Issuers outstanding shares of Common Stock.
(ii) Shipley LTD is the beneficial owner of the 792,392 shares of Common Stock held by it and
by Legacy, which represent 4.3% of the Issuers outstanding shares of Common Stock.
(iii) Federal Servicing is the beneficial owner of the 133,000 shares of Common Stock it
holds, which represent 0.7% of the Issuers outstanding shares of Common Stock.
(iv) Curtis D. Hodgson is the beneficial owner of the 920,000 shares of Common Stock held by
him and by Legacy, which represent 4.9% of the Issuers outstanding shares of Common Stock.
(v) GPLH is the beneficial owner of the 155,000 shares of Common Stock held by Legacy, which
represent 0.8% of the Issuers outstanding shares of Common Stock.
(vi) K-Shipley, D-Shipley, and B-Shipley are each the beneficial owners of the 792,392 shares
of Common Stock held by Legacy and Shipley, LTD, which represent 4.3% of the Issuers outstanding
shares of Common Stock.
(vii) Federal Management is the beneficial owner of the 133,000 shares of Common Stock held by
Federal Servicing, which represent 0.7% of the Issuers outstanding shares of Common Stock.
Page 17 of 21
(viii) Kenneth E. Shipley is the beneficial owner of the 925,392 shares of Common Stock held
by Legacy, Shipley LTD and Federal Servicing, which represent 5.0% of the Issuers outstanding
shares of Common Stock.
(ix) Douglas M. Shipley, and Billy J. Shipley are each the beneficial owner of the 792,392
shares of Common Stock held by Legacy and Shipley LTD, which represent 4.3% of the Issuers
outstanding shares of Common Stock.
(x) Michael R. OConnor is the beneficial owner of the 300 shares of Common Stock he holds,
which represent less than 0.1% of the Issuers outstanding shares of Common Stock.
(b) Legacy has the sole power to vote and dispose of the 155,000 shares of Common Stock it
holds; GPLH, as the general partner of Legacy, has the shared power to vote and dispose of the
155,000 shares of Common Stock held by Legacy; Shipley LTD has the sole power to vote and dispose
of the 637,392 shares of Common Stock it holds and, as a manager of GPLH, the shared power to vote
and dispose of the 155,000 shares of Common Stock held by Legacy; Curtis D. Hodgson has the sole
power to vote and dispose of the 765,000 shares of Common Stock he holds and, as a manager of GPLH,
the shared power to vote and dispose of the 155,000 shares of Common Stock held by Legacy; Federal
Servicing has the sole power to vote and dispose of the 133,000 shares of Common Stock it holds;
K-Shipley, D-Shipley and B-Shipley, as the general partners of Shipley LTD, have the shared power
to vote and dispose of the 637,392 shares of Common Stock held by Shipley LTD and the 155,000
shares of Common Stock held by Legacy; Federal Management, as the general partner of Federal
Servicing, has the shared power to vote and dispose of the 133,000 shares of Common Stock held by
Federal Servicing; Kenneth E. Shipley, as the manager of Federal Management and sole member of
K-Shipley, has the shared power to vote and dispose of the 925,392 shares of Common Stock held by
Legacy, Shipley LTD and Federal Servicing; Douglas M. Shipley, as the sole member of D-Shipley, has
the shared power to vote and dispose of the 792,392 shares of Common Stock held by Shipley LTD and
Legacy; Billy J. Shipley, as the sole member of B-Shipley, has the shared power to vote and dispose
of the 792,392 shares of Common Stock held by Shipley LTD and Legacy; and Michael R. OConnor has
the sole power to vote and dispose of the 300 shares of Common Stock he holds.
(c) On January 20, 2009, Michael OConnor purchased 300 shares of Common Stock at a price of
$1.01 per share. The purchases were effected through open market transactions.
Item 7. Material to be Filed as Exhibits
Item 7 of the Original 13D is amended by adding the following:
|
|
|
Exhibit 99.5.
|
|
Stockholders Notice of Intent to Nominate Director Candidates dated February 5,
2009. |
|
|
|
Exhibit 99.6.
|
|
Joint Filing Agreement dated February 6, 2009, among the Reporting Persons. |
Page 18 of 21
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
|
|
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|
Date: February 6, 2009 |
|
LEGACY HOUSING, LTD. |
|
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By: |
|
GPLH, LC, its general partner |
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|
By: |
|
/s/ Kenneth E. Shipley |
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|
Name:
|
|
Kenneth E. Shipley |
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|
Title:
|
|
President |
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|
GPLH, LC
|
|
|
By: |
/s/ Kenneth E. Shipley
|
|
|
|
Name: |
Kenneth E. Shipley |
|
|
|
Title: |
President |
|
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SHIPLEY BROTHERS, LTD. |
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By: |
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K-Shipley, LLC, its general partner |
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By: |
|
/s/ Kenneth E. Shipley |
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Name:
|
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Kenneth E. Shipley |
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|
Title:
|
|
President |
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|
|
|
K-SHIPLEY, LLC
|
|
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By: |
/s/ Kenneth E. Shipley
|
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|
Name: |
Kenneth E. Shipley |
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|
Title: |
President |
|
|
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D-SHIPLEY, LLC
|
|
|
By: |
/s/ Douglas M. Shipley
|
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|
|
Name: |
Douglas M. Shipley |
|
|
|
Title: |
President |
|
Page 19 of 21
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B-SHIPLEY, LLC
|
|
|
By: |
/s/ Billy J. Shipley
|
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|
|
Name: |
Billy J. Shipley |
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Title: |
President |
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FEDERAL INVESTORS SERVICING, LTD. |
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By: |
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Federal Investors Management, L.C. |
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By: |
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/s/ Kenneth E. Shipley |
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Name:
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Kenneth E. Shipley |
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Title:
|
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President |
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KENNETH E. SHIPLEY
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By: |
/s/ Kenneth E. Shipley
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CURTIS D. HODGSON
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By: |
/s/ Curtis D. Hodgson
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DOUGLAS K. SHIPLEY
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By: |
/s/ Douglas K. Shipley
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BILLY J. SHIPLEY
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By: |
/s/ Billy J. Shipley
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MICHAEL R. OCONNOR
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By: |
/s/ Michael R. OConnor
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|
Page 20 of 21
Exhibit Index
|
|
|
Exhibit 99.5.
|
|
Stockholders Notice of Intent to Nominate Director Candidates dated February 5, 2009. |
|
|
|
Exhibit 99.6.
|
|
Joint Filing Agreement dated February 5, 2009, among the Reporting Persons. |
Page 21 of 21
Filed by Bowne Pure Compliance
EXHIBIT 99.5
STOCKHOLDERS NOTICE OF INTENT TO
NOMINATE DIRECTOR CANDIDATES
Curtis D. Hodgson
15400 Knoll Trail, Suite 101, LB 25
Dallas, Texas 75248
(972) 661-1821
February 5, 2009
By Overnight Courier and/or Electronic Delivery
Cavalier Homes, Inc.
Attention: Michael R. Murphy or Corporate Secretary
32 Wilson Boulevard 100
Post Office Box 540
Addison, Alabama 35540
Cavalier Homes, Inc.
Attention: Barry Donnell, Chairman
32 Wilson Boulevard 100
Post Office Box 540
Addison, Alabama 35540
Cavalier Homes, Inc.
Attention: Lee Roy Jordan, Chairperson, Nominating and Governance Committee
719 Scott Avenue, Suite 414
Wichita Falls, Texas 76301
Re: Stockholders Notice of Intent to Nominate Director Candidates
Dear Sir or Madam:
I, Curtis D. Hodgson (the Nominating Stockholder), hereby submit this notice (this Notice) of
intent to nominate Michael R. OConnor, Kenneth E. Shipley (Mr. Shipley) and Curtis D. Hodgson
(each a Nominee and collectively the Nominees) for election to the Board of Directors (the
Board) of Cavalier Homes, Inc. (Cavalier) at the 2009 Annual Meeting of the Stockholders, and
any adjournments or postponements thereof (the 2009 Meeting), pursuant to Section 2.4 of the
Amended and Restated By-laws (the By-laws) of Cavalier Homes, Inc. filed as Exhibit 3(b) to the
Form 8-A filed with the Securities and Exchange Commission (the Commission) on March 3, 2004.
The Nominating Stockholder currently holds of record 1,000 shares (the Hodgson Record Shares) of
common stock, par value $0.10, of Cavalier (Common Stock) in his account at The Bank of New York
Mellon, which he may be deemed to beneficially own (within the meaning of such term under Section
13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Regulation 13D-G
thereunder). In addition to the Hodgson Record Shares, the Nominating Stockholder holds 764,000
shares of Common Stock (the Hodgson Account Shares and, together with the Hodgson Record Shares,
the Hodgson Shares) through his account with Salomon Smith Barney (SSB) and may be deemed to
beneficially
own (within the meaning of such term under Section 13(d) of the Exchange Act and Regulation 13D-G
thereunder) the 764,000 Hodgson Account Shares. The Hodgson Account Shares are held of record by
Cede & Co., as nominee for The Depository Trust Company (DTC).
1
Legacy Housing, LTD, a Texas limited partnership (Legacy), currently holds 155,000 shares of
Common Stock (the Legacy Shares) through its account with SSB and may be deemed to beneficially
own (within the meaning of such term under Section 13(d) of the Exchange Act and Regulation 13D-G
thereunder) the 155,000 Legacy Shares, which represent 0.8% of the outstanding Common Stock. The
Legacy Shares are held of record by Cede & Co., as nominee for DTC. Legacy has sole dispositive
and voting power over the 155,000 Legacy Shares.
GPLH, LC, a Texas limited liability company (GPLH), is the general partner of Legacy and as such
directs the voting and disposition of the Legacy Shares. GPLH may be deemed to have shared
beneficial ownership (within the meaning of such term under Section 13(d) of the Exchange Act and
Regulation 13D-G thereunder) of the 155,000 Legacy Shares, which represent 0.8% of the outstanding
Common Stock, in its capacity as general partner of Legacy. GPLH has shared dispositive and voting
power over the 155,000 Legacy Shares.
The Nominating Stockholder is a member, manager and the vice president and secretary of GPLH and
may be deemed to have shared beneficial ownership (within the meaning of such term under Section
13(d) of the Exchange Act and Regulation 13D-G thereunder) of the 155,000 Legacy Shares, in his
capacity as manager of GPLH. Other than the 765,000 Hodgson Shares and the 155,000 Legacy Shares,
which together represent 5.0% of the outstanding Common Stock, or any shares of Common Stock he
could be deemed to own if he were deemed to be part of a group for the purposes of Section 13(d) of
the Exchange Act and Regulation 13D-G thereunder, the Nominating Stockholder does not beneficially
own (within the meaning of Section 13(d) of the Exchange Act and Regulation 13D-G thereunder) any
other shares of Common Stock. The Nominating Stockholder has sole dispositive and voting power
over the 1,000 Hodgson Record Shares and the 764,000 Hodgson Account Shares. The Nominating
Stockholder has shared dispositive and voting power over the 155,000 Legacy Shares. In the
aggregate, the Nominating Stockholder has total dispositive and voting power over 5.0% of the
outstanding Common Stock.
Shipley Brothers, LTD, a Texas limited partnership (Shipley Brothers), currently holds 637,932
shares (the Shipley Brothers Shares) of Common Stock through its account with SSB. Shipley
Brothers may be deemed to beneficially own (within the meaning of such term under Section 13(d)
of the Exchange Act and Regulation 13D-G thereunder) the 637,932 Shipley Brothers Shares, which
represent 3.5% of the outstanding Common Stock. The Shipley Brothers Shares are held of record by
Cede & Co., as nominee for DTC. Shipley Brothers is a member and manager of GPLH and may be deemed
to have shared beneficial ownership (within the meaning of such term under Section 13(d) of the
Exchange Act and Regulation 13D-G thereunder) of the 155,000 Legacy Shares, which represents 0.8%
of the outstanding Common Stock, in its capacity as a member and manager of GPLH. Shipley Brothers
has sole dispositive and voting power over the 637,392 Shipley Brothers Shares. Shipley Brothers
has shared dispositive and voting power over the 155,000 Legacy Shares. In the aggregate, Shipley
Brothers has total dispositive and voting power over 4.3% of the outstanding Common Stock.
2
Shipley Brothers is managed by three general partners: (i) K-Shipley, LLC, a Texas limited
liability company (K-Shipley); (ii) D-Shipley, LLC, a Texas limited liability company
(D-Shipley); and (iii) B-Shipley, LLC, a Texas limited liability company (B-Shipley and,
together with K-Shipley and D-Shipley, the Shipley LLCs). The Shipley LLCs direct the voting and
disposition of the Shipley Brothers Shares and the Legacy Shares. The Shipley LLCs may each be
deemed to have shared beneficial ownership (within the meaning of such term under Section 13(d)
of the Exchange Act and Regulation 13D-G thereunder) of the 637,392 Shipley Brothers Shares and
the 155,000 Legacy Shares, which together represent 4.3% of the outstanding Common Stock, in their
capacity as general partners of Shipley Brothers. The Shipley LLCs each have shared dispositive
and voting power over the 637,392 Shipley Brothers Shares and the 155,000 Legacy Shares. In the
aggregate, the Shipley LLCs each have total dispositive and voting power over 4.3% of the
outstanding Common Stock.
Federal Investors Servicing, LTD., a Texas limited partnership (Federal Investors), currently
holds 133,000 shares (the Federal Investors Shares) of Common Stock through its account with SSB.
Federal Investors may be deemed to beneficially own (within the meaning of such term under
Section 13(d) of the Exchange Act and Regulation 13D-G thereunder) the 133,000 Federal Investors
Shares, which represent 0.7% of the outstanding Common Stock. The Federal Investors Shares are
held of record by Cede & Co., as nominee for DTC. Federal Investors has sole dispositive and
voting power over the 133,000 Federal Investors Shares.
Federal Investors Management, L.L.C., a Texas limited liability company (Federal Management), is
the general partner of Federal Investors and as such directs the voting and disposition of the
Federal Investors Shares. Federal Management may be deemed to have shared beneficial ownership
(within the meaning of such term under Section 13(d) of the Exchange Act and Regulation 13D-G
thereunder) of the 133,000 Federal Investors Shares, which represent 0.7% of the outstanding Common
Stock, in its capacity as general partner of Federal Investors. Federal Management has shared
dispositive and voting power over the 133,000 Federal Investors Shares.
Kenneth E. Shipley is the sole member, manager and president of K-Shipley and may be deemed to have
shared beneficial ownership (within the meaning of such term under Section 13(d) of the Exchange
Act and Regulation 13D-G thereunder) of the 637,392 Shipley Brothers Shares and the 155,000 Legacy
Shares, which together represent 4.3% of the outstanding Common Stock, in his capacity as sole
member and president of K-Shipley. Kenneth E. Shipley is a member and manager of Federal
Management and may be deemed to have shared beneficial ownership (within the meaning of such term
under Section 13(d) of the Exchange Act and Regulation 13D-G thereunder) of the 133,000 Federal
Investors Shares, which represents less than 1.0% of the outstanding Common Stock, in his capacity
as a manager of Federal Management. Kenneth E. Shipley is a manager and the president and
assistant secretary of GPLH and may be deemed to also have shared beneficial ownership (within
the meaning of such term under Section 13(d) of the Exchange Act and Regulation 13D-G thereunder)
of the 155,000 Legacy Shares, which represents less than 1.0% of the outstanding Common Stock, in
his capacity as manager and president of GPLH. Kenneth E. Shipley has shared dispositive and
voting power over the 637,392 Shipley Brothers Shares, the 133,000 Federal Investors Shares and the
155,000 Legacy Shares. In the aggregate, Kenneth E. Shipley has total dispositive and voting power
over 5.0% of the outstanding Common Stock.
3
Douglas M. Shipley is the sole member, manager and president of D-Shipley and may be deemed to have
shared beneficial ownership (within the meaning of such term under Section 13(d) of the Exchange
Act and Regulation 13D-G thereunder) of the 637,392 Shipley Brothers Shares and the 155,000 Legacy
Shares, which together represent 4.3% of the outstanding Common Stock, in his capacity as sole
member of D-Shipley. Douglas M. Shipley has shared dispositive and voting power over the 637,392
Shipley Brothers Shares, the 133,000 Federal Investors Shares and the 155,000 Legacy Shares.
Douglas M. Shipley is employed by Shipley Brothers as an installer of manufactured homes. Douglas
M. Shipley has not, during the past ten years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Billy J. Shipley is the sole member, manager and president of B-Shipley and may be deemed to have
shared beneficial ownership (within the meaning of such term under Section 13(d) of the Exchange
Act and Regulation 13D-G thereunder) of the 637,392 Shipley Brothers Shares and the 155,000 Legacy
Shares, which together represent 4.3% of the outstanding Common Stock, in his capacity as sole
member of B-Shipley. Billy J. Shipley has shared dispositive and voting power over the 637,392
Shipley Brothers Shares, the 133,000 Federal Investors Shares and the 155,000 Legacy Shares. Billy
J. Shipley is employed by Shipley Brothers as an installer of manufactured homes. Billy J. Shipley
has not, during the past ten years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Michael R. OConnor currently holds 300 shares of Common Stock (the OConnor Shares) through his
account with Scottrade, Inc. and may be deemed to beneficially own (within the meaning of such
term under Section 13(d) of the Exchange Act and Regulation 13D-G thereunder) the 300 OConnor
Shares, which represent less than 1% of the outstanding Common Stock. The OConnor Shares are held
of record by Cede & Co., as nominee for DTC.
The record address for the Hodgson Record Shares held of record by the Nominating Stockholder is
c/o The Bank of New York Mellon, 1 Wall Street, New York City, New York 10286. The record address
for all other shares referenced herein as being held of record by Cede & Co. is Cede & Co. c/o The
Depository Trust Company, 55 Water Street, New York, New York 10041. The principal business
addresses for the Nominating Stockholder, 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 OConnor is 9609 Coneflower Dr. NW, Albuquerque, New Mexico 87114.
If the Nominating Stockholder, GPLH, Legacy, Shipley Brothers, K-Shipley, D-Shipley, B-Shipley,
Federal Investors, Federal Management, Kenneth E. Shipley, Douglas M. Shipley, Billy J. Shipley and
Michael R. OConnor (the Beneficial Holders), were deemed to be a group for the purposes of
Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, such group would be deemed to be
a beneficial owner of 1,690,692 shares of Common Stock, which represent 9.2% of the outstanding
Common Stock. Except for the Hodgson Record Shares held of record by the Nominating Stockholder,
the Beneficial Holders do not hold any Common Stock of record.
4
All percentages for beneficial ownership are based on the 18,429,580 shares of Common Stock
reported as issued and outstanding as of October 22, 2008 on Cavaliers Quarterly Report on Form
10-Q for the Quarterly Period ended September 27, 2008.
The Nominating Stockholder hereby represents that he: (i) is a stockholder of record of Cavalier
entitled to vote at the 2009 Meeting; (ii) intends to deliver a proxy statement and form of proxy
to holders of at least the percentage of Cavaliers outstanding capital stock required to elect the
Nominees at the 2009 Meeting; and (iii) intends to appear in person or by proxy at the 2009 Meeting
to nominate the Nominees.
To the knowledge of the Nominating Stockholder, the Board consists of six directors and only six
directors will be nominated for election at the 2009 Meeting. If, for any reason, more than six
directors will be nominated for election at the 2009 Meeting, the Nominating Stockholder reserves
the right to nominate additional persons to be so elected (each such additional nominee, an
Additional Nominee). If a Nominee or Additional Nominee is unable to stand for election at the
2009 Meeting for any reason, the Nominating Stockholder intends to nominate a substitute nominee to
stand for election at the 2009 Meeting. The Nominating Stockholder will provide notice to Cavalier
as soon as practicable after identifying such substitute nominee or Additional Nominee.
Attached as Annex A hereto, and by this reference incorporated in this Notice, is information
relating to each of the Nominees required by the By-laws. All of the Annexes to this Notice are
incorporated into and made a part of this Notice. Accordingly, all matters disclosed in any part
of this Notice, including the Annexes and under any heading therein, shall be deemed disclosed for
all purposes of this Notice. Certain capitalized terms used in the Annexes and not defined therein
are defined in this Notice.
Please be advised that, notwithstanding our compliance with the requirements relating to the
provision of notice relating to the nomination of director candidates by stockholders of Cavalier
in the By-laws (the By-laws Requirements), neither the delivery of this notice in accordance with
the terms of the By-laws Requirements nor the delivery of any additional information, if any,
provided by us from and after the date hereof shall be deemed to constitute an admission by the
Nominating Stockholder of the legality or enforceability of the By-laws Requirements or a waiver by
the Nominating Stockholder of his right to, in any way, contest or challenge the enforceability
thereof.
The Nominees have each consented to stand for election, to being named in the proxy statement to be
filed by the Nominating Stockholder or any of his affiliates with the Commission and to stand as
director if elected. Such consents are attached hereto as Annexes B, C and D, which annexes are
incorporated herein by reference.
It is our belief that we have complied with all of the requirements to provide notice to Cavalier
of the intent to nominate directors for the 2009 Meeting. Please advise us promptly if you believe
there are any deficiencies in this Notice.
[Signature Page Follows]
5
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Sincerely, |
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/s/ Curtis D. Hodgson
Curtis D. Hodgson
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[Signature Page for Notice of Intent to Nominate Directors]
Annex A
Information Regarding the Nominees Required by Section 2.4 of the By-laws
I. Information Regarding Curtis D. Hodgson
Name: Curtis D. Hodgson
Business address: 15400 Knoll Trail, Suite 101, LB 25, Dallas, Texas 75248.
Principal Occupation and Background: Curtis D. Hodgson is: (i) manager, vice president and
secretary of GPLH; and (ii) the sole stockholder and president of Cusach, Inc, a Texas corporation
(Cusach). The address of each of the above entities is 15400 Knoll Trail, Suite 101, LB 25,
Dallas, Texas 75248. None of the entities described above is a parent, subsidiary or affiliate of
Cavalier.
Mr. Hodgson co-founded Legacy in May 2005. Legacy is primarily engaged in the business of mobile
home financing, manufacturing and consignment. Mr. Hodgson has served as manager, vice president
and secretary of GPLH since May 2005. GPLH is primarily engaged in the business of acting as the
general partner of Legacy. Mr. Hodgson has been the sole stockholder and has served as president
of Cusach since January 1980. The primary focus of Cusach is the wholesale and retail sale of
manufactured homes. Mr. Hodgson 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 experience as an entrepreneur and an investor in complex trading
scenarios, including options and commodities. Mr. Hodgson has owned and operated numerous
businesses, including businesses with financial and real estate holdings. 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.
Directorships: Mr. Hodgson is not the director of any company with a class of equity
securities registered under Section 12 of the Exchange Act or subject to the requirements of
Section 15(d) of the Exchange Act or any company registered as an investment company under the
Investment Company Act of 1940.
Age: 54
Legal Proceedings Adverse to Cavalier: Neither Mr. Hodgson nor any associate of Mr.
Hodgson is a party to any legal proceeding that is adverse to Cavalier or any of its subsidiaries
or has a material adverse interest to Cavalier or any of its subsidiaries in any legal proceeding.
A-1
Certain Legal Proceedings: Mr. Hodgson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the last ten years and is not a named
subject of any pending criminal proceedings. Mr. Hodgson is not a party to any proceedings to
which any director, officer of affiliate of Cavalier, any owner of record or
beneficial owner of more than five percent of any class of voting securities of Cavalier or any
associate of any such director, officer, affiliate of Cavalier or security holder (i) is a party
adverse to Cavalier or any of Cavaliers subsidiaries or (ii) has a material interest adverse to
Cavalier or any of its subsidiaries. Within the last five years, no petition under the federal
bankruptcy laws or any state insolvency law has been filed by or against, or a receiver, fiscal
agent or similar officer appointed by a court for the business or property of (i) Mr. Hodgson, (ii)
any partnership in which Mr. Hodgson was a general partner at or within two years before the time
of such filing or appointment or (iii) any corporation or business association of which Mr. Hodgson
was an executive officer at or within two years before the time of such filing or appointment.
Within the last five years, Mr. Hodgson has not been the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting Mr. Hodgson from (i) acting as
a futures commission merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity
Futures Trading Commission, or an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with any such activity, (ii)
engaging in any type of business practice or (iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any violation of any federal or
state securities laws or federal commodities laws. Within the last five years, Mr. Hodgson has not
been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any federal or state authority barring, suspending or otherwise limiting, for more than 60 days,
his right to engage in any activity described in clause (i) of the preceding sentence or to be
associated with any person engaged in any such activity. Within the last five years, Mr. Hodgson
has not been found by a court of competent jurisdiction in a civil action or by the Commission to
have violated any federal or state securities law and such judgment or finding has not been
subsequently reversed, suspended or vacated. Within the last five years, Mr. Hodgson has not been
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law and such judgment or finding has not been
subsequently reversed, suspended or vacated.
Ownership of Securities: Mr. Hodgson may be deemed to beneficially own (within the
meaning of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) the Hodgson Record Shares
held in his account with The Bank of New York Mellon and the Hodgson Account Shares held in his
account with SSB. Mr. Hodgson may be deemed to have shared beneficial ownership (within the
meaning of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) of the Legacy Shares in his
capacity as a manager of GPLH. Together, the Hodgson Shares and the Legacy Shares constitute 5.0%
of the outstanding shares of Common Stock.
A-2
Legacy may be deemed to have shared beneficial ownership (within the meaning of Section 13(d) of
the Exchange Act and Rule 13d-3 thereunder) of the Legacy Shares held in its account with SSB.
GPLH may be deemed to beneficially own (within the meaning of Section 13(d) of the Exchange Act
and Rule 13d-3 thereunder) the Legacy Shares in its capacity as general partner of Legacy. The
address of Legacy and GPLH is 15400 Knoll Trail, Suite 101, LB 25, Dallas, Texas 75248. Other than
as is set forth in this Notice, no associate of Mr.
Hodgson directly or indirectly beneficially owns any securities of Cavalier. None of Mr. Hodgson,
Legacy, GPLH or any other entity affiliated with Mr. Hodgson is the direct or indirect beneficial
owner of any securities of any parent or subsidiary of Cavalier. Mr. Hodgson does not own any
shares of record that he does not own beneficially. Other than the transactions described below,
Mr. Hodgson has not directly or indirectly purchased or sold any securities of Cavalier in the past
two years.
Transactions in the Common Stock
by Curtis D. Hodgson Directly
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Number of Shares of |
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Common Stock |
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Date of Transaction |
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Nature of Transaction |
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of Cavalier |
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October 16, 2007 |
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Purchase of Common Stock |
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5,875 |
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October 17, 2007 |
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Purchase of Common Stock |
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7,225 |
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October 18, 2007 |
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Purchase of Common Stock |
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25 |
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October 18, 2007 |
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Purchase of Common Stock |
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9,000 |
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October 19, 2007 |
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Purchase of Common Stock |
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12,000 |
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October 24, 2007 |
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Purchase of Common Stock |
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18,000 |
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October 25, 2007 |
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Purchase of Common Stock |
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3,000 |
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October 29, 2007 |
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Purchase of Common Stock |
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6,000 |
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October 30, 2007 |
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Purchase of Common Stock |
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17,600 |
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October 31, 2007 |
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Purchase of Common Stock |
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3,000 |
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November 1, 2007 |
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Purchase of Common Stock |
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1,000 |
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November 2, 2007 |
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Purchase of Common Stock |
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7,275 |
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November 28, 2007 |
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Purchase of Common Stock |
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125 |
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November 29, 2007 |
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Purchase of Common Stock |
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100 |
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November 30, 2007 |
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Purchase of Common Stock |
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27,900 |
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December 3, 2007 |
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Purchase of Common Stock |
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3,000 |
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December 4, 2007 |
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Purchase of Common Stock |
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8,000 |
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December 5, 2007 |
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Purchase of Common Stock |
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5,000 |
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December 6, 2007 |
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Purchase of Commons Stock |
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9,425 |
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December 7, 2007 |
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Purchase of Common Stock |
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1,075 |
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December 10, 2007 |
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Purchase of Common Stock |
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400 |
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December 11, 2007 |
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Purchase of Common Stock |
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9,100 |
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December 12, 2007 |
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Purchase of Common Stock |
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25,000 |
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December 13, 2007 |
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Purchase of Common Stock |
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10,000 |
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December 14, 2007 |
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Purchase of Common Stock |
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875 |
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March 3, 2008 |
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Purchase of Common Stock |
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3,000 |
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March 4, 2008 |
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Purchase of Common Stock |
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3,000 |
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March 5, 2008 |
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Purchase of Common Stock |
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6,100 |
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March 6, 2008 |
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Purchase of Common Stock |
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3,000 |
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March 11, 2008 |
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Purchase of Common Stock |
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15,000 |
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March 13, 2008 |
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Purchase of Common Stock |
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3,700 |
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March 14, 2008 |
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Purchase of Common Stock |
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100 |
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March 17, 2008 |
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Purchase of Common Stock |
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3,900 |
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March 24, 2008 |
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Purchase of Common Stock |
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7,200 |
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April 3, 2008 |
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Purchase of Common Stock |
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3,000 |
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April 7, 2008 |
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Purchase of Common Stock |
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9,500 |
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April 14, 2008 |
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Purchase of Common Stock |
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10,000 |
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April 24, 2008 |
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Purchase of Common Stock |
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18,500 |
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April 25, 2008 |
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Purchase of Common Stock |
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17,000 |
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April 30, 2008 |
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Purchase of Common Stock |
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9,000 |
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A-3
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Number of Shares of |
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Common Stock |
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Date of Transaction |
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Nature of Transaction |
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of Cavalier |
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May 1, 2008 |
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Purchase of Common Stock |
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8,400 |
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May 2, 2008 |
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Purchase of Common Stock |
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600 |
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May 5, 2008 |
|
Purchase of Common Stock |
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1,316 |
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May 6, 2008 |
|
Purchase of Common Stock |
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7,684 |
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May 7, 2008 |
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Purchase of Common Stock |
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100 |
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May 8, 2008 |
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Purchase of Common Stock |
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4,900 |
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May 9, 2008 |
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Purchase of Common Stock |
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1,900 |
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May 12, 2008 |
|
Purchase of Common Stock |
|
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283 |
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May 13, 2008 |
|
Purchase of Common Stock |
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4,900 |
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May 28, 2008 |
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Purchase of Common Stock |
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5,000 |
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May 29, 2008 |
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Purchase of Common Stock |
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717 |
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May 30, 2008 |
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Purchase of Common Stock |
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1,200 |
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June 2, 2008 |
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Purchase of Common Stock |
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3,800 |
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June 12, 2008 |
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Purchase of Common Stock |
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6,701 |
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June 13, 2008 |
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Purchase of Common Stock |
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1,499 |
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June 16, 2008 |
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Purchase of Common Stock |
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1,613 |
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June 24, 2008 |
|
Purchase of Common Stock |
|
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5,590 |
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June 25, 2008 |
|
Purchase of Common Stock |
|
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1,410 |
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July 15, 2008 |
|
Purchase of Common Stock |
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5,387 |
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July 21, 2008 |
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Purchase of Common Stock |
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584 |
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September 29, 2008 |
|
Purchase of Common Stock |
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3,800 |
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September 30, 2008 |
|
Purchase of Common Stock |
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5,616 |
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October 2, 2008 |
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Purchase of Common Stock |
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6,700 |
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October 3, 2008 |
|
Purchase of Common Stock |
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|
1,300 |
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October 6, 2008 |
|
Purchase of Common Stock |
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9,100 |
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October 7, 2008 |
|
Purchase of Common Stock |
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3,900 |
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October 8, 2008 |
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Purchase of Common Stock |
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300 |
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October 9, 2008 |
|
Purchase of Common Stock |
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13,100 |
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October 10, 2008 |
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Purchase of Common Stock |
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14,600 |
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October 21, 2008 |
|
Purchase of Common Stock |
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3,315 |
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October 22, 2008 |
|
Purchase of Common Stock |
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4,485 |
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October 28, 2008 |
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Purchase of Common Stock |
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1,200 |
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October 29, 2008 |
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Purchase of Common Stock |
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18,000 |
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October 31, 2008 |
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Purchase of Common Stock |
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|
300 |
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November 7, 2008 |
|
Purchase of Common Stock |
|
|
700 |
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December 4, 2008 |
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Purchase of Common Stock |
|
|
100,000 |
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December 10, 2008 |
|
Purchase of Common Stock |
|
|
93,000 |
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December 18, 2008 |
|
Purchase of Common Stock |
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64,000 |
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December 19, 2008 |
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Purchase of Common Stock |
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|
40,000 |
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January 21, 2009 |
|
Purchase of Common Stock |
|
|
4,500 |
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January 22, 2009 |
|
Purchase of Common Stock |
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1,500 |
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A-4
Transactions in Cavalier
Common Stock by Legacy Housing, LTD
Transactions in Cavalier Common Stock by Legacy Housing, LTD in the last two years
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Number of Shares of |
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Common Stock |
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Date of Transaction |
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Nature of Transaction |
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of Cavalier |
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December 27, 2007 |
|
Purchase of Common Stock |
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1,241 |
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December 28, 2007 |
|
Purchase of Common Stock |
|
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32,584 |
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December 31, 2007 |
|
Purchase of Common Stock |
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18,350 |
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January 7, 2008 |
|
Purchase of Common Stock |
|
|
3,148 |
|
January 8, 2008 |
|
Purchase of Common Stock |
|
|
7,677 |
|
January 9, 2008 |
|
Purchase of Common Stock |
|
|
10,200 |
|
January 10, 2008 |
|
Purchase of Common Stock |
|
|
4,800 |
|
January 11, 2008 |
|
Purchase of Common Stock |
|
|
1,900 |
|
January 14, 2008 |
|
Purchase of Common Stock |
|
|
300 |
|
January 23, 2008 |
|
Purchase of Common Stock |
|
|
1,000 |
|
January 24, 2008 |
|
Purchase of Common Stock |
|
|
7,000 |
|
January 28, 2008 |
|
Purchase of Common Stock |
|
|
2,000 |
|
January 29, 2008 |
|
Purchase of Common Stock |
|
|
3,800 |
|
February 1, 2008 |
|
Purchase of Common Stock |
|
|
2,000 |
|
February 6, 2008 |
|
Purchase of Common Stock |
|
|
8,400 |
|
February 7, 2008 |
|
Purchase of Common Stock |
|
|
5,000 |
|
February 8, 2008 |
|
Purchase of Common Stock |
|
|
4,600 |
|
February 11, 2008 |
|
Purchase of Common Stock |
|
|
3,000 |
|
February 12, 2008 |
|
Purchase of Common Stock |
|
|
8,000 |
|
February 13, 2008 |
|
Purchase of Common Stock |
|
|
3,800 |
|
February 20, 2008 |
|
Purchase of Common Stock |
|
|
371 |
|
February 22, 2008 |
|
Purchase of Common Stock |
|
|
6,929 |
|
February 25, 2008 |
|
Purchase of Common Stock |
|
|
9,600 |
|
February 26, 2008 |
|
Purchase of Common Stock |
|
|
9,300 |
|
Leverage or Margin: No part of the purchase price or market value of any of the Hodgson
Shares or the Legacy Shares is represented by funds borrowed or otherwise obtained for the purpose
of acquiring or holding the Hodgson Shares or the Legacy Shares.
Contracts, Arrangements or Understandings: None of Mr. Hodgson, Legacy, GPLH or any other
entity affiliated with Mr. Hodgson is, or has been within the past year, a party to any contract,
arrangement or understanding 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.
A-5
Transactions with Cavalier: Since the beginning of Cavaliers last fiscal year, there has
not been and there is not currently proposed, any transaction, or series of similar transactions,
to which Cavalier or any of its subsidiaries was or is a party, in which the amount involved
exceeds $120,000 and in which Mr. Hodgson, Legacy, GPLH or any other entity affiliated with Mr.
Hodgson or any immediate family member or other associate of Mr. Hodgson had, or will have, a
direct or indirect material interest. None of Mr. Hodgson, Legacy, GPLH, any other entity
affiliated with Mr. Hodgson, any corporation or organization of which Mr. Hodgson is an executive
officer or partner, or is, directly or indirectly, the beneficial owner of 10 percent or more of
any class of equity securities, any trust or other estate in which Mr. Hodgson has a substantial
beneficial interest or as to which he serves as a trustee or in a similar capacity or any immediate
family member of Mr. Hodgson has been indebted to Cavalier or any of its subsidiaries at any time
since the beginning of Cavaliers last fiscal year in an amount in excess of $120,000. Mr. Hodgson
was not subject to Cavaliers related party transaction policy in 2008.
Certain Business Relationships: Mr. Hodgson is not and, since the beginning of Cavaliers
last fiscal year, Mr. Hodgson has not been, an executive officer or more than 10% record or
beneficial owner of any business or professional entity that (i) has made, or proposes to make,
payments to Cavalier or any of its subsidiaries in an amount for which disclosure would be required
under the federal proxy rules, (ii) has received, or proposes to receive, payments from Cavalier or
any of its subsidiaries in an amount for which disclosure would be required under the federal proxy
rules or (iii) to which Cavalier or any of its subsidiaries was indebted. Mr. Hodgson is not
associated with or an owner of any law firm or investment banking firm.
Section 16 Reporting: Mr. Hodgson has not failed to file any reports related to Cavalier
that are required by Section 16(a) of the Exchange Act.
Arrangement Relating to Employment; Family Relationships: Neither Mr. Hodgson nor any of
his associates has any office or position with Cavalier or 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. There
are no family relationships between any current director or executive officer of Cavalier and
Mr. Hodgson or between Mr. Hodgson and any Nominee. Mr. Hodgson has not received any compensation
from Cavalier as a director or executive officer.
Interest in Matters to be Acted Upon: As a Nominee, Mr. Hodgson is expected to receive
customary compensation from Cavalier in exchange for his services as a director, if elected. Due
to his direct and indirect ownership interests in the Common Stock, Mr. Hodgson has an interest in
the solicitation of proxies in support of the Nominees. Mr. Hodgson indirectly owns general
partnership interests in Legacy and directly owns membership interests in GPLH. While the
businesses in which Legacy and Cavalier are engaged are regional in nature, there may be a minimum
amount of competitive overlap between their geographical markets. Legacy also provides limited
services to a limited number of dealerships that sell or consign Cavalier manufactured homes.
A-6
Director Nominee Independence: Mr. Hodgson neither is nor has been an employee of Cavalier
or any of its subsidiaries nor has any immediate family member of Mr. Hodgson been an executive
officer of Cavalier. Neither Mr. Hodgson nor an immediate family member of Mr. Hodgson has
received any compensation from Cavalier. Neither Mr. Hodgson nor an immediate family member of Mr.
Hodgson has been employed as an executive officer of another company where any of Cavaliers past
or present executives serve on such companys compensation committee. Neither Mr. Hodgson nor an
immediate family member of Mr. Hodgson has been a partner, controlling shareholder or executive
officer, of any organization that makes payments to or receives payments from Cavalier in an amount
which, in any single fiscal year, exceeded the
greater of $200,000 or 5% of Cavaliers consolidated revenues. Neither Mr. Hodgson nor an
immediate family member of Mr. Hodgson is a current partner of Cavaliers outside auditor, or was a
partner or employee of Cavaliers outside auditor who worked on Cavaliers audit at any time during
any of the past three years or participated in the preparation of the financial statements of
Cavalier in any other capacity. Mr. Hodgson does not receive any direct or indirect consulting,
advisory or other compensatory fees from Cavalier or any of its subsidiaries. Mr. Hodgson is not an
affiliate of Cavalier. Mr. Hodgson believes that he is independent for purposes of Rule 10A-3 of
the Exchange Act and Section 803 of the Amex Company Guide and is financially literate. Therefore,
Mr. Hodgson believes that he is eligible to serve on Cavaliers Audit Committee, Compensation
Committee or Nominating and Governance Committee.
A-7
II. Information Regarding Michael R. OConnor
Name: Michael R. OConnor
Business address: 9609 Coneflower Dr. NW, Albuquerque, New Mexico 87114.
Principal Occupation and Background: Michael R. OConnor is currently retired. From 1992
to 2006 Mr. OConnor worked as a field manager for Clayton Mobile Homes with responsibilities in
New Mexico, Colorado, Arizona and Texas. From 1985 to1986 Mr. OConnor owned a retail manufactured
home business in Buda, Texas and from 1986 to 1991 Mr. OConnor opened a manufactured home office
for Security Pacific Bank. From 1961 to 1984 Mr. OConnor was employed by GE Capital with various
responsibilities relating to the manufactured home business. During this time, Mr. OConnor
established numerous branches for GE Financial.
Mr. OConnor has overseen, managed and established procedures for credit, collection and financial
companies and has operated, owned and managed several businesses. In total, Mr. OConnor has over
forty years of experience in the manufactured home business. Mr. OConnor has a Bachelor of Arts
degree in accounting with a minor in economics from Loras College. None of the entities described
above is a parent, subsidiary or affiliate of Cavalier.
Directorships: Mr. OConnor is not the director of any company with a class of equity
securities registered under Section 12 of the Exchange Act or subject to the requirements of
Section 15(d) of the Exchange Act or any company registered as an investment company under the
Investment Company Act of 1940.
Age: 70
Legal Proceedings Adverse to Cavalier: Neither Mr. OConnor nor any associate of Mr.
OConnor is a party to any legal proceeding that is adverse to Cavalier or any of its subsidiaries
or has a material adverse interest to Cavalier or any of its subsidiaries in any legal proceeding.
Certain Legal Proceedings: Mr. OConnor has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the last ten years and is not a named
subject of any pending criminal proceedings. Mr. OConnor is not a party to any proceedings to
which any director, officer of affiliate of Cavalier, any owner of record or beneficial owner of
more than five percent of any class of voting securities of Cavalier or any associate of any such
director, officer, affiliate of Cavalier or security holder (i) is a party adverse to Cavalier or
any of Cavaliers subsidiaries or (ii) has a material interest adverse to Cavalier or any of its
subsidiaries. Within the last five years, no petition under the federal bankruptcy laws or any
state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer
appointed by a court for the business or property of (i) Mr. OConnor, (ii) any partnership in
which Mr. OConnor was a general partner at or within two years before the time of such filing or
appointment or (iii) any corporation or business association of which Mr. OConnor was an executive
officer at or within two years before the time of such filing or appointment. Within the last five
years, Mr. OConnor has not been the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
A-8
permanently or temporarily
enjoining him from, or otherwise limiting Mr. OConnor from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by
the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or practice in connection with any such activity,
(ii) engaging in any type of business practice or (iii) engaging in any activity in connection with
the purchase or sale of any security or commodity or in connection with any violation of any
federal or state securities laws or federal commodities laws. Within the last five years, Mr.
OConnor has not been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting,
for more than 60 days, his right to engage in any activity described in clause (i) of the preceding
sentence or to be associated with any person engaged in any such activity. Within the last five
years, Mr. OConnor has not been found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any federal or state securities law and such judgment or finding
has not been subsequently reversed, suspended or vacated. Within the last five years, Mr. OConnor
has not been found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any federal commodities law and such judgment or
finding has not been subsequently reversed, suspended or vacated.
Ownership of Securities: Mr. OConnor owns 300 shares of Common Stock (the OConnor
Shares) through his account with Scottrade, Inc. Mr. OConnor may be deemed to beneficially own
(within the meaning of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) the OConnor
Shares. The OConnor Shares constitute less than 0.1% of the outstanding shares of Common Stock.
Neither Mr. OConnor nor any other entity affiliated with Mr. OConnor is the direct or indirect
beneficial owner of any securities of any parent or subsidiary of Cavalier. Other than as is set
forth in this Notice, no associate of Mr. OConnor directly or indirectly beneficially owns any
securities of Cavalier. Mr. OConnor does not own any shares of Common Stock of record. Other
than the transactions described below, Mr. OConnor has not directly or indirectly purchased or
sold any securities of Cavalier in the past two years.
Transactions in the Common Stock
by Michael R. OConnor Directly
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of |
|
|
|
|
|
Common Stock |
|
Date of Transaction |
|
Nature of Transaction |
|
of Cavalier |
|
|
|
|
|
|
|
|
January 20, 2009 |
|
Purchase of Common Stock |
|
|
300 |
|
Leverage or Margin: No part of the purchase price or market value of any of the OConnor
Shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or
holding the OConnor Shares.
A-9
Contracts, Arrangements or Understandings: Neither Mr. OConnor nor any other entity
affiliated with Mr. OConnor is, or has been within the past year, a party to any contract,
arrangement or understanding 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.
Transactions with Cavalier: Since the beginning of Cavaliers last fiscal year, there has
not been and there is not currently proposed, any transaction, or series of similar transactions,
to which Cavalier or any of its subsidiaries was or is a party, in which the amount involved
exceeds $120,000 and in which Mr. OConnor or any other entity affiliated with Mr. OConnor or any
immediate family member or other associate of Mr. OConnor had, or will have, a direct or indirect
material interest. Neither Mr. OConnor nor any other entity affiliated with Mr. OConnor, any
corporation or organization of which Mr. OConnor is an executive officer or partner, or is,
directly or indirectly, the beneficial owner of 10 percent or more of any class of equity
securities, any trust or other estate in which Mr. OConnor has a substantial beneficial interest
or as to which he serves as a trustee or in a similar capacity or any immediate family member of
Mr. OConnor has been indebted to Cavalier or any of its subsidiaries at any time since the
beginning of Cavaliers last fiscal year in an amount in excess of $120,000. Mr. OConnor was not
subject to Cavaliers related party transaction policy in 2008.
Certain Business Relationships: Mr. OConnor is not and, since the beginning of Cavaliers
last fiscal year, has not been, an executive officer or more than 10% record or beneficial owner of
any business or professional entity that (i) has made, or proposes to make, payments to Cavalier or
any of its subsidiaries in an amount for which disclosure would be required under the federal proxy
rules, (ii) has received, or proposes to receive, payments from Cavalier or any of its subsidiaries
in an amount for which disclosure would be required under the federal proxy rules or (iii) to which
Cavalier or any of its subsidiaries was indebted. Mr. OConnor is not associated with or an owner
of any law firm or investment banking firm.
Section 16 Reporting: Mr. OConnor has not failed to file any reports related to Cavalier
that are required by Section 16(a) of the Exchange Act.
Arrangement Relating to Employment; Family Relationships: Neither Mr. OConnor nor any of
his associates has any office or position with Cavalier or 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. There
are no family relationships between any current director or executive officer of Cavalier and Mr.
OConnor or between Mr. OConnor and any Nominee. Mr. OConnor has not received any compensation
from Cavalier as a director or executive officer.
Interest in Matters to be Acted Upon: As a Nominee, Mr. OConnor is expected to receive
customary compensation from Cavalier in exchange for his services as a director, if elected. Due
to his direct ownership interests in the Common Stock, Mr. OConnor has an interest in the
solicitation of proxies in support of the Nominees. While the businesses in which Legacy and
Cavalier are engaged are regional in nature, there may be a minimum amount of competitive overlap
between their geographical markets. Legacy also provides limited services to a limited number of
dealerships that sell or consign Cavalier manufactured homes.
A-10
Director Nominee Independence: Mr. OConnor neither is nor has been an employee of
Cavalier or any of its subsidiaries nor has any immediate family member of Mr. OConnor been an
executive officer of Cavalier. Neither Mr. OConnor nor an immediate family member of Mr. OConnor
has received any compensation from Cavalier. Neither Mr. OConnor nor an immediate family member
of Mr. OConnor has been employed as an executive officer of another company where any of
Cavaliers past or present executives serve on such companys compensation committee. Neither Mr.
OConnor nor an immediate family member of Mr. OConnor has not been a partner, controlling
shareholder or executive officer, of any organization that makes payments to or receives payments
from Cavalier in an amount which, in any single fiscal year, exceeded the greater of $200,000 or 5%
of Cavaliers consolidated revenues. Neither Mr. OConnor nor an immediate family member of Mr.
OConnor is a current partner of Cavaliers outside auditor, or was a partner or employee of
Cavaliers outside auditor who worked on Cavaliers audit at any time during any of the past three
years or participated in the preparation of the financial statements of Cavalier in any other
capacity. Mr. OConnor does not receive any direct or indirect consulting, advisory or other
compensatory fees from Cavalier or any of its subsidiaries. Mr. OConnor is not an affiliate of
Cavalier. Mr. OConnor believes that he is independent for purposes of Rule 10A-3 of the Exchange
Act and Section 803 of the Amex Company Guide and is financially literate. Therefore, Mr. OConnor
believes that he is eligible to serve on Cavaliers Audit Committee, Compensation Committee or
Nominating and Governance Committee.
A-11
III. Information Regarding Kenneth E. Shipley
Name: Kenneth E. Shipley
Business address: P.O. Box 749, Levelland, Texas 79336.
Principal Occupation and Background: Kenneth E. Shipley is: (i) manager, president and
assistant secretary of GPLH; (ii) the a manager and the president of K-Shipley; (iii) manager of
Federal Management; and (vi) the owner and operator of a manufactured homes business that operates
under the name of Bell Mobile Homes (Bell Mobile Homes). The address of GPLH is 15400 Knoll
Trail, Suite 101, LB 25, Dallas, Texas 75248. The address of K-Shipley and Federal Management is
P.O. Box 749, Levelland, Texas 79336. The address of Bell Mobile Homes is 2401 E. Lubbock Highway,
Levelland, Texas 79336. None of the entities described above is a parent, subsidiary or affiliate
of Cavalier.
Mr. Shipley co-founded Legacy in May 2005. Legacy is primarily engaged in the business of mobile
home financing, manufacturing and consignment. Mr. Shipley has served as manager, president and
assistant secretary of GPLH since May 2005. GPLH is primarily engaged in the business of acting as
the general partner of Legacy. Mr. Shipley has been the manager and president of K-Shipley since
March 2001. The primary focus of K-Shipley is acting as a general partner of Shipley Brothers.
Since 1981, Mr. Shipley has owned and operated Bell Mobile Homes in Levelland, Texas. The primary
focus of Bell Mobile Homes is the wholesale and retail sale of manufactured homes. Mr. Shipley
owns several manufactured home parks and has an extensive portfolio of in-house financed notes
secured by manufactured homes.
Directorships: Mr. Shipley is not the director of any company with a class of equity
securities registered under Section 12 of the Exchange Act or subject to the requirements of
Section 15(d) of the Exchange Act or any company registered as an investment company under the
Investment Company Act of 1940.
Age: 50
Legal Proceedings Adverse to Cavalier: Neither Mr. Shipley nor any associate of Mr.
Shipley is a party to any legal proceeding that is adverse to Cavalier or any of its subsidiaries
or has a material adverse interest to Cavalier or any of its subsidiaries in any legal proceeding.
Certain Legal Proceedings: Mr. Shipley has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the last ten years and is not a named
subject of any pending criminal proceedings. Mr. Shipley is not a party to any proceedings to
which any director, officer of affiliate of Cavalier, any owner of record or beneficial owner of
more than five percent of any class of voting securities of Cavalier or any associate of any such
director, officer, affiliate of Cavalier or security holder (i) is a party adverse to Cavalier or
any of Cavaliers subsidiaries or (ii) has a material interest adverse to Cavalier or any of its
subsidiaries. Within the last five years, no petition under the federal bankruptcy laws or any
state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer
appointed by a court for the business or property of (i) Mr. Shipley, (ii) any partnership in which
Mr. Shipley was a general partner at or within two years before
the time of such
A-12
filing or appointment or (iii) any corporation or business association of which Mr. Shipley
was an executive officer at or within two years before the time of such filing or appointment.
Within the last five years, Mr. Shipley has not been the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting Mr. Shipley from (i) acting as
a futures commission merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity
Futures Trading Commission, or an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with any such activity, (ii)
engaging in any type of business practice or (iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any violation of any federal or
state securities laws or federal commodities laws.
Within the last five years, Mr. Shipley has not been the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting, for more than 60 days, his right to engage in any activity
described in clause (i) of the preceding sentence or to be associated with any person engaged in
any such activity. Within the last five years, Mr. Shipley has not been found by a court of
competent jurisdiction in a civil action or by the Commission to have violated any federal or state
securities law and such judgment or finding has not been subsequently reversed, suspended or
vacated. Within the last five years, Mr. Shipley has not been found by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
federal commodities law and such judgment or finding has not been subsequently reversed, suspended
or vacated.
Ownership of Securities: Mr. Shipley may be deemed to have shared beneficial ownership
(within the meaning of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) of the Shipley
Brothers Shares in his capacity as sole member of K-Shipley. Mr. Shipley may be deemed to have
shared beneficial ownership (within the meaning of Section 13(d) of the Exchange Act and Rule
13d-3 thereunder) of the Legacy Shares in his capacity as sole member of K-Shipley and in his
capacity as President of GPLH. Mr. Shipley may be deemed to have shared beneficial ownership
(within the meaning of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) of the Federal
Investors Shares in his capacity as a manager of Federal Management. Together, the Shipley
Brothers Shares, the Legacy Shares and the Federal Investors Shares constitute 5.0% of the
outstanding shares of Common Stock.
Legacy may be deemed to beneficially own (within the meaning of Section 13(d) of the Exchange Act
and Rule 13d-3 thereunder) the Legacy Shares held in its account with SSB. GPLH may be deemed to
have shared beneficial ownership (within the meaning of Section 13(d) of the Exchange Act and
Rule 13d-3 thereunder) of the Legacy Shares in its capacity as general partner of Legacy. Shipley
Brothers may be deemed to beneficially own (within the meaning of Section 13(d) of the Exchange
Act and Rule 13d-3 thereunder) the Shipley Brothers Shares held in its account with SSB. K-Shipley
may be deemed to have shared beneficial ownership (within the meaning of Section 13(d) of the
Exchange Act and Rule 13d-3 thereunder) of the Shipley Brothers Shares in its capacity as general
partner of Shipley Brothers. Federal Investors may be
A-13
deemed to beneficially own (within the
meaning of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) the Federal Investors Shares held in
its account with SSB. Federal Management may be deemed to beneficially own (within the meaning
of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) the Federal Investors Shares in its
capacity as general partner of Federal Investors. The address of Legacy and GPLH is 15400 Knoll
Trail, Suite 101, LB 25, Dallas, Texas 75248. The address of Shipley Brothers, K-Shipley, Federal
Investors and Federal Management is P.O. Box 749, Levelland, Texas 79336. None of Mr. Shipley,
Legacy, GPLH, Shipley Brothers, K-Shipley, Federal Management, Federal Investors or any other
entity affiliated with Mr. Shipley is the direct or indirect beneficial owner of any securities of
any parent or subsidiary of Cavalier. Other than as is set forth in this Notice, no associate of
Mr. Shipley directly or indirectly beneficially owns any securities of Cavalier. Mr. Shipley does
not own any shares of Common Stock of record. Other than the transactions described below, Mr.
Shipley has not directly or indirectly purchased or sold any securities of Cavalier in the past two
years.
Transactions in Cavalier
Common Stock by Legacy Housing, LTD
Transactions in Cavalier Common Stock by Legacy Housing, LTD in the last two years
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of |
|
|
|
|
|
Common Stock |
|
Date of Transaction |
|
Nature of Transaction |
|
of Cavalier |
|
|
December 27, 2007 |
|
Purchase of Common Stock |
|
|
1,241 |
|
December 28, 2007 |
|
Purchase of Common Stock |
|
|
32,584 |
|
December 31, 2007 |
|
Purchase of Common Stock |
|
|
18,350 |
|
January 7, 2008 |
|
Purchase of Common Stock |
|
|
3,148 |
|
January 8, 2008 |
|
Purchase of Common Stock |
|
|
7,677 |
|
January 9, 2008 |
|
Purchase of Common Stock |
|
|
10,200 |
|
January 10, 2008 |
|
Purchase of Common Stock |
|
|
4,800 |
|
January 11, 2008 |
|
Purchase of Common Stock |
|
|
1,900 |
|
January 14, 2008 |
|
Purchase of Common Stock |
|
|
300 |
|
January 23, 2008 |
|
Purchase of Common Stock |
|
|
1,000 |
|
January 24, 2008 |
|
Purchase of Common Stock |
|
|
7,000 |
|
January 28, 2008 |
|
Purchase of Common Stock |
|
|
2,000 |
|
January 29, 2008 |
|
Purchase of Common Stock |
|
|
3,800 |
|
February 1, 2008 |
|
Purchase of Common Stock |
|
|
2,000 |
|
February 6, 2008 |
|
Purchase of Common Stock |
|
|
8,400 |
|
February 7, 2008 |
|
Purchase of Common Stock |
|
|
5,000 |
|
February 8, 2008 |
|
Purchase of Common Stock |
|
|
4,600 |
|
February 11, 2008 |
|
Purchase of Common Stock |
|
|
3,000 |
|
February 12, 2008 |
|
Purchase of Common Stock |
|
|
8,000 |
|
February 13, 2008 |
|
Purchase of Common Stock |
|
|
3,800 |
|
February 20, 2008 |
|
Purchase of Common Stock |
|
|
371 |
|
February 22, 2008 |
|
Purchase of Common Stock |
|
|
6,929 |
|
February 25, 2008 |
|
Purchase of Common Stock |
|
|
9,600 |
|
February 26, 2008 |
|
Purchase of Common Stock |
|
|
9,300 |
|
A-14
Transactions in Cavalier
Common Stock by Shipley Brothers, LTD
Transactions in Cavalier Common Stock by Shipley Brothers, LTD in the last two years
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of |
|
|
|
|
|
Common Stock |
|
Date of Transaction |
|
Nature of Transaction |
|
of Cavalier |
|
|
December 19, 2008 |
|
Purchase of Common Stock |
|
|
90,592 |
|
December 17, 2008 |
|
Purchase of Common Stock |
|
|
84,561 |
|
December 17, 2008 |
|
Purchase of Common Stock |
|
|
5,000 |
|
December 15, 2008 |
|
Purchase of Common Stock |
|
|
30,000 |
|
December 15, 2008 |
|
Purchase of Common Stock |
|
|
16,439 |
|
December 11, 2008 |
|
Purchase of Common Stock |
|
|
90,000 |
|
July 18, 2008 |
|
Purchase of Common Stock |
|
|
11,100 |
|
June 23, 2008 |
|
Purchase of Common Stock |
|
|
4,900 |
|
June 11, 2008 |
|
Purchase of Common Stock |
|
|
542 |
|
June 10, 2008 |
|
Purchase of Common Stock |
|
|
4,458 |
|
June 9, 2008 |
|
Purchase of Common Stock |
|
|
9,900 |
|
June 5, 2008 |
|
Purchase of Common Stock |
|
|
100 |
|
May 21, 2008 |
|
Purchase of Common Stock |
|
|
19,000 |
|
May 20, 2008 |
|
Purchase of Common Stock |
|
|
3,900 |
|
May 14, 2008 |
|
Purchase of Common Stock |
|
|
900 |
|
May 9, 2008 |
|
Purchase of Common Stock |
|
|
4,225 |
|
May 2, 2008 |
|
Purchase of Common Stock |
|
|
11,775 |
|
December 27, 2007 |
|
Purchase of Common Stock |
|
|
31,875 |
|
December 26, 2007 |
|
Purchase of Common Stock |
|
|
46,000 |
|
December 24, 2007 |
|
Purchase of Common Stock |
|
|
14,000 |
|
December 21, 2007 |
|
Purchase of Common Stock |
|
|
14,800 |
|
December 20, 2007 |
|
Purchase of Common Stock |
|
|
2,700 |
|
December 20, 2007 |
|
Purchase of Common Stock |
|
|
2,100 |
|
December 19, 2007 |
|
Purchase of Common Stock |
|
|
1,939 |
|
December 19, 2007 |
|
Purchase of Common Stock |
|
|
3,200 |
|
December 18, 2007 |
|
Purchase of Common Stock |
|
|
5,900 |
|
December 17, 2007 |
|
Purchase of Common Stock |
|
|
361 |
|
December 17, 2007 |
|
Purchase of Common Stock |
|
|
9,000 |
|
December 14, 2007 |
|
Purchase of Common Stock |
|
|
8,125 |
|
November 28, 2007 |
|
Purchase of Common Stock |
|
|
10,000 |
|
November 28, 2007 |
|
Purchase of Common Stock |
|
|
2,875 |
|
November 27, 2007 |
|
Purchase of Common Stock |
|
|
8,700 |
|
November 26, 2007 |
|
Purchase of Common Stock |
|
|
3,300 |
|
November 23, 2007 |
|
Purchase of Common Stock |
|
|
8,400 |
|
November 21, 2007 |
|
Purchase of Common Stock |
|
|
5,300 |
|
November 20, 2007 |
|
Purchase of Common Stock |
|
|
12,000 |
|
November 16, 2007 |
|
Purchase of Common Stock |
|
|
32,200 |
|
November 14, 2007 |
|
Purchase of Common Stock |
|
|
11,100 |
|
November 13, 2007 |
|
Purchase of Common Stock |
|
|
3,000 |
|
November 9, 2007 |
|
Purchase of Common Stock |
|
|
2,000 |
|
November 7, 2007 |
|
Purchase of Common Stock |
|
|
222 |
|
November 6, 2007 |
|
Purchase of Common Stock |
|
|
3,058 |
|
November 5, 2007 |
|
Purchase of Common Stock |
|
|
5,720 |
|
November 2, 2007 |
|
Purchase of Common Stock |
|
|
2,125 |
|
A-15
Transactions in Cavalier
Common Stock by Federal Investors Servicing, LTD.
Transactions in Cavalier Common Stock by Federal Investors Servicing, LTD. in the last two years
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of |
|
|
|
|
|
Common Stock |
|
Date of Transaction |
|
Nature of Transaction |
|
of Cavalier |
|
|
February 27, 2008 |
|
Purchase of Common Stock |
|
|
8,000 |
|
February 28, 2008 |
|
Purchase of Common Stock |
|
|
5,700 |
|
February 29, 2008 |
|
Purchase of Common Stock |
|
|
5,300 |
|
March 24, 2008 |
|
Purchase of Common Stock |
|
|
5,000 |
|
March 25, 2008 |
|
Purchase of Common Stock |
|
|
1,700 |
|
March 26, 2008 |
|
Purchase of Common Stock |
|
|
100 |
|
March 27, 2008 |
|
Purchase of Common Stock |
|
|
1,000 |
|
April 1, 2008 |
|
Purchase of Common Stock |
|
|
1,600 |
|
April 2, 2008 |
|
Purchase of Common Stock |
|
|
8,600 |
|
April 3, 2008 |
|
Purchase of Common Stock |
|
|
11,500 |
|
April 14, 2008 |
|
Purchase of Common Stock |
|
|
84 |
|
April 15, 2008 |
|
Purchase of Common Stock |
|
|
600 |
|
April 16, 2008 |
|
Purchase of Common Stock |
|
|
8,832 |
|
April 17, 2008 |
|
Purchase of Common Stock |
|
|
500 |
|
April 21, 2008 |
|
Purchase of Common Stock |
|
|
7,310 |
|
April 22, 2008 |
|
Purchase of Common Stock |
|
|
4,990 |
|
April 23, 2008 |
|
Purchase of Common Stock |
|
|
27,000 |
|
April 28, 2008 |
|
Purchase of Common Stock |
|
|
90 |
|
April 29, 2008 |
|
Purchase of Common Stock |
|
|
10,094 |
|
October 14, 2008 |
|
Purchase of Common Stock |
|
|
4,000 |
|
October 15, 2008 |
|
Purchase of Common Stock |
|
|
4,000 |
|
October 16, 2008 |
|
Purchase of Common Stock |
|
|
4,000 |
|
October 27, 2008 |
|
Purchase of Common Stock |
|
|
4,000 |
|
October 28, 2008 |
|
Purchase of Common Stock |
|
|
9,000 |
|
Leverage or Margin: No part of the purchase price or market value of any of the Shipley
Brothers Shares, the Federal Investors Shares or the Legacy Shares is represented by funds borrowed
or otherwise obtained for the purpose of acquiring or holding the Shipley Brothers Shares, the
Federal Investors Shares or the Legacy Shares.
Contracts, Arrangements or Understandings: None of Mr. Shipley, Legacy, GPLH, Shipley
Brothers, K-Shipley, D-Shipley, B-Shipley, Douglas M. Shipley, Billy J. Shipley, Federal
Management, Federal Investors or any other entity affiliated with Mr. Shipley is, or has been
within the past year, a party to any contract, arrangement or understanding 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.
A-16
Transactions with Cavalier: Since the beginning of Cavaliers last fiscal year, there has
not been and there is not currently proposed, any transaction, or series of similar transactions,
to which Cavalier or any of its subsidiaries was or is a party, in which the amount involved
exceeds $120,000 and in which Mr. Shipley, Legacy, GPLH, Shipley Brothers, K-Shipley, D-Shipley,
B-Shipley, Douglas M. Shipley, Billy J. Shipley, Federal Management, Federal Investors or any other
entity affiliated with Mr. Shipley or any immediate family member or other associate of Mr. Shipley
had, or will have, a direct or indirect material interest. None of Mr. Shipley, Legacy, GPLH,
Shipley Brothers, K-Shipley, D-Shipley, B-Shipley, Douglas M. Shipley, Billy J. Shipley, Federal
Management, Federal Investors or any other entity affiliated with Mr. Shipley, any corporation or
organization of which Mr. Shipley is an executive officer or partner, or is, directly or
indirectly, the beneficial owner of 10 percent or more of any class of equity securities, any trust
or other estate in which Mr. Shipley has a substantial beneficial interest or as to which he serves
as a trustee or in a similar capacity or any immediate family member of Mr. Shipley has been
indebted to Cavalier or any of its subsidiaries at any time since the beginning of Cavaliers last
fiscal year in an amount in excess of $120,000. Mr. Shipley was not subject to Cavaliers related
party transaction policy in 2008.
Certain Business Relationships: None of Mr. Shipley, Douglas M. Shipley or Billy J.
Shipley is or since the beginning of Cavaliers last fiscal year has been, an executive officer or
more than 10% record or beneficial owner of any business or professional entity that (i) has made,
or proposes to make, payments to Cavalier or any of its subsidiaries in an amount for which
disclosure would be required under the federal proxy rules, (ii) has received, or proposes to
receive, payments from Cavalier or any of its subsidiaries in an amount for which disclosure would
be required under the federal proxy rules or (iii) to which Cavalier or any of its subsidiaries was
indebted. None of Mr. Shipley, Legacy, GPLH, Shipley Brothers, K-Shipley, D-Shipley, B-Shipley,
Douglas M. Shipley, Billy J. Shipley, Federal Management or Federal Investors is associated with or
an owner of any law firm or investment banking firm.
Section 16 Reporting: Mr. Shipley has not failed to file any reports related to Cavalier
that are required by Section 16(a) of the Exchange Act.
Arrangement Relating to Employment; Family Relationships: None of Mr. Shipley, Legacy,
GPLH, Shipley Brothers, K-Shipley, D-Shipley, B-Shipley, Douglas M. Shipley, Billy J. Shipley,
Federal Management or Federal Investors or any of their associates has any office or position with
Cavalier or 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. There are no family relationships between any current
director or executive officer of Cavalier and Mr. Shipley, Douglas M. Shipley or Billy J. Shipley
or between Mr. Shipley and any Nominee. Mr. Shipley, Douglas M. Shipley and Billy J. Shipley have
not received any compensation from Cavalier as a director or executive officer.
A-17
Interest in Matters to be Acted Upon: As a Nominee, Mr. Shipley is expected to receive
customary compensation from Cavalier in exchange for his services as a director, if elected. Due
to his indirect ownership interests in the Common Stock, Mr. Shipley has an interest in the
solicitation of proxies in support of the Nominees. Mr. Shipley indirectly owns general
partnership interests in Legacy indirectly owns membership interests in GPLH directly owns
membership interests in Federal Management and indirectly owns general partnership interests in
Federal Investors. While the businesses in which Legacy and Cavalier are engaged are regional in
nature, there may be a minimum amount of competitive overlap between their geographical markets.
Legacy also provides limited services to a limited number of dealerships that sell or consign
Cavalier manufactured homes.
Director Nominee Independence: Mr. Shipley neither is nor has been an employee of Cavalier
or any of its subsidiaries nor has any immediate family member of Mr. Shipley been an executive
officer of Cavalier. Neither Mr. Shipley nor an immediate family member of Mr. Shipley has
received any compensation from Cavalier. Neither Mr. Shipley nor an immediate family member of Mr.
Shipley has been employed as an executive officer of another company where any of Cavaliers past
or present executives serve on such companys compensation committee. Neither Mr. Shipley nor an
immediate family member of Mr. Shipley has been a partner, controlling shareholder or executive
officer, of any organization that makes payments to or receives payments from Cavalier in an amount
which, in any single fiscal year, exceeded the greater of $200,000 or 5% of Cavaliers consolidated
revenues. Neither Mr. Shipley nor an immediate family member of Mr. Shipley is a current partner
of Cavaliers outside auditor, or was a partner or employee of Cavaliers outside auditor who
worked on Cavaliers audit at any time during any of the past three years or participated in the
preparation of the financial statements of Cavalier in any other capacity. Mr. Shipley does not
receive any direct or indirect consulting, advisory or other compensatory fees from Cavalier or any
of its subsidiaries. Mr. Shipley is not an affiliate of Cavalier. Mr. Shipley believes that he is
independent for purposes of Rule 10A-3 of the Exchange Act and Section 803 of the Amex Company
Guide. Therefore, Mr. Shipley believes that he is eligible to serve on Cavaliers Compensation
Committee or Nominating and Governance Committee.
A-18
Annex B
Consent of Curtis Hodgson to be Named in Proxy and Serve as Director
[Attached]
B-1
CONSENT
TO BE NAMED
IN THE PROXY STATEMENT
AND
NOTICE OF NOMINATION
OF
THE LEGACY GROUP
RELATING TO CAVALIER HOMES, INC.
I, Curtis Drew Hodgson, (Nominee) hereby voluntarily consent to each of the following: (i)
being named as a nominee for election to the Board of Directors (the Board) of Cavalier Homes,
Inc., a Delaware corporation (the Corporation), at the 2009 annual meeting of the stockholders of
the Corporation (the 2009 Meeting) in the notice of nomination to be delivered to the Corporation
by Curtis Drew Hodgson, Legacy Housing Ltd., Shipley Brothers, LTD, Federal Investors Servicing
Co. and their affiliates (collectively, the Legacy Group); (ii) being named as a nominee for
election to the Board in the proxy statement (the Proxy Statement) to be filed by the Legacy
Group with the Securities and Exchange Commission and to be distributed to stockholders of the
Corporation prior to the 2009 Meeting; (iii) the public disclosure of any of the information about
myself required to be disclosed in the Proxy Statement; and (iv) to serve as a Director of the
Corporation, if elected.
Dated: February 2, 2009
|
|
|
|
|
|
|
/s/ Curtis Drew Hodgson
Curtis Drew Hodgson
|
|
|
Annex C
Consent of Michael R. OConnor to be Named in Proxy and Serve as Director
[Attached]
C-1
CONSENT
TO BE NAMED
IN THE PROXY STATEMENT
AND
NOTICE OF NOMINATION
OF
THE LEGACY GROUP
RELATING TO CAVALIER HOMES, INC.
I, Michael R. OConnor, (Nominee) hereby voluntarily consent to each of the following: (i)
being named as a nominee for election to the Board of Directors (the Board) of Cavalier Homes,
Inc., a Delaware corporation (the Corporation), at the 2009 annual meeting of the stockholders of
the Corporation (the 2009 Meeting) in the notice of nomination to be delivered to the Corporation
by Curtis Drew Hodgson, Legacy Housing Ltd., Shipley Brothers, LTD, Federal Investors Servicing
Co. and their affiliates (collectively, the Legacy Group); (ii) being named as a nominee for
election to the Board in the proxy statement (the Proxy Statement) to be filed by the Legacy
Group with the Securities and Exchange Commission and to be distributed to stockholders of the
Corporation prior to the 2009 Meeting; (iii) the public disclosure of any of the information about
myself required to be disclosed in the Proxy Statement; and (iv) to serve as a Director of the
Corporation, if elected.
Dated: February 2, 2009
|
|
|
|
|
|
|
/s/ Michael R. OConnor
Michael R. OConnor
|
|
|
Annex D
Consent of Kenneth E. Shipley to be Named in Proxy and Serve as Director
[Attached]
D-1
CONSENT
TO BE NAMED
IN THE PROXY STATEMENT
AND
NOTICE OF NOMINATION
OF
THE LEGACY GROUP
RELATING TO CAVALIER HOMES, INC.
I, Kenneth E. Shipley, (Nominee) hereby voluntarily consent to each of the following: (i)
being named as a nominee for election to the Board of Directors (the Board) of Cavalier Homes,
Inc., a Delaware corporation (the Corporation), at the 2009 annual meeting of the stockholders of
the Corporation (the 2009 Meeting) in the notice of nomination to be delivered to the Corporation
by Curtis Drew Hodgson, Legacy Housing Ltd., Shipley Brothers, LTD, Federal Investors Servicing
Co. and their affiliates (collectively, the Legacy Group); (ii) being named as a nominee for
election to the Board in the proxy statement (the Proxy Statement) to be filed by the Legacy
Group with the Securities and Exchange Commission and to be distributed to stockholders of the
Corporation prior to the 2009 Meeting; (iii) the public disclosure of any of the information about
myself required to be disclosed in the Proxy Statement; and (iv) to serve as a Director of the
Corporation, if elected.
Dated: February 2, 2009
|
|
|
|
|
|
|
/s/ Kenneth E. Shipley
Kenneth E. Shipley
|
|
|
Filed by Bowne Pure Compliance
EXHIBIT 99.6
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D
(including any and all amendments thereto) with respect to the Common Stock, par value $0.10 per
share, of Cavalier Homes, Inc., and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 6, 2009.
|
|
|
|
|
|
|
|
|
|
|
Date: February 6, 2009 |
|
LEGACY HOUSING, LTD. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
GPLH, LC, its general partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Kenneth E. Shipley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kenneth E. Shipley |
|
|
|
|
|
|
|
|
Title:
|
|
President |
|
|
|
|
|
|
|
|
GPLH, LC
|
|
|
By: |
/s/ Kenneth E. Shipley
|
|
|
|
Name: |
Kenneth E. Shipley |
|
|
|
Title: |
President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHIPLEY BROTHERS, LTD. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
K-Shipley, LLC, its general partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Kenneth E. Shipley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kenneth E. Shipley |
|
|
|
|
|
|
|
|
Title:
|
|
President |
|
|
|
|
|
|
|
|
K-SHIPLEY, LLC
|
|
|
By: |
/s/ Kenneth E. Shipley
|
|
|
|
Name: |
Kenneth E. Shipley |
|
|
|
Title: |
President |
|
|
|
D-SHIPLEY, LLC
|
|
|
By: |
/s/ Douglas M. Shipley
|
|
|
|
Name: |
Douglas M. Shipley |
|
|
|
Title: |
President |
|
|
|
B-SHIPLEY, LLC
|
|
|
By: |
/s/ Billy J. Shipley
|
|
|
|
Name: |
Billy J. Shipley |
|
|
|
Title: |
President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FEDERAL INVESTORS SERVICING, LTD. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
Federal Investors Management, L.C. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Kenneth E. Shipley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kenneth E. Shipley |
|
|
|
|
|
|
|
|
Title:
|
|
President |
|
|
|
|
|
|
|
|
KENNETH E. SHIPLEY
|
|
|
By: |
/s/ Kenneth E. Shipley
|
|
|
|
|
|
|
CURTIS D. HODGSON
|
|
|
By: |
/s/ Curtis D. Hodgson
|
|
|
|
DOUGLAS K. SHIPLEY
|
|
|
By: |
/s/ Douglas K. Shipley
|
|
|
|
BILLY J. SHIPLEY
|
|
|
By: |
/s/ Billy J. Shipley
|
|
|
|
MICHAEL R. OCONNOR
|
|
|
By: |
/s/ Michael R. OConnor
|
|